PHTN Photon Dynamics (MM)

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2008

OR

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to

Commission file number: 000-27234

PHOTON DYNAMICS, INC.

(Exact name of registrant as specified in its charter)

California (State or other jurisdiction of incorporation or organization)		94-3007502 (I.R.S. Employer Identification No.)

5970 Optical Court
San Jose, California 95138-1400
(Address of principal executive offices including zip code)

(408) 226-9900
(Registrant’s telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

     As of August 1, 2008, there were 17,816,320 shares outstanding of the Registrant’s Common Stock, no par value.

 

 

INDEX

				Page
		PART I FINANCIAL INFORMATION
Item 1		Financial Statements (unaudited)			3
		Condensed Consolidated Balance Sheets as of June 30, 2008 and September 30, 2007			3
		Condensed Consolidated Statements of Operations for the Three and Nine Months Ended June 30, 2008 and 2007			4
		Condensed Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2008 and 2007			5
		Notes to Condensed Consolidated Financial Statements			6
Item 2		Management’s Discussion and Analysis of Financial Condition and Results of Operations			23
Item 3		Quantitative and Qualitative Disclosures About Market Risk			41
Item 4		Controls and Procedures			42
		PART II OTHER INFORMATION
Item 1		Legal Proceedings			44
Item 1A		Risk Factors			45
Item 2		Unregistered Sales of Equity Securities and Use of Proceeds			57
Item 3		Defaults Upon Senior Securities			57
Item 4		Submission of Matters to a Vote of Security Holders			58
Item 5		Other Information			58
Item 6		Exhibits			58
Signatures					59
EXHIBIT 10.60
EXHIBIT 10.61
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

PHOTON DYNAMICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

		June 30,				September 30,
		2008				2007
		(in thousands)
ASSETS
Current assets:
Cash and cash equivalents		$	60,672			$	41,170
Short-term investments			10,156				42,640
Accounts receivable, net of allowance for doubtful accounts of $52 and $239 at June 30, 2008 and September 30, 2007, respectively			36,894				11,934
Inventories			21,409				13,292
Refundable customs obligations			632				560
Other current assets			5,066				3,661
Total current assets			134,829				113,257
Long-term investments			1,000				1,176
Land, property and equipment, net			9,725				10,583
Other assets			6,174				5,365
Intangible assets, net			8,348				11,023
Goodwill			6,857				6,857
Total assets		$	166,933			$	148,261
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	22,112			$	4,217
Warranty			5,823				3,217
Employee note payable			2,733				—
Customs obligations			438				4,114
Other current liabilities			11,963				9,874
Deferred gross margin			1,699				3,236
Total current liabilities			44,768				24,658
Non-current liabilities:
Long-term employee note payable			2,667				5,381
Other non-current liabilities			—				38
Total non-current liabilities			2,667				5,419
Commitments and contingencies
Shareholders’ equity:
Common stock, no par value			302,413				300,290
Accumulated deficit			(182,352	)			(181,503	)
Accumulated other comprehensive loss			(563	)			(603	)
Total shareholders’ equity			119,498				118,184
Total liabilities and shareholders’ equity		$	166,933			$	148,261

See accompanying notes to condensed consolidated financial statements.

PHOTON DYNAMICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

		Three Months Ended								Nine Months Ended
		June 30,								June 30,
		2008				2007				2008				2007
		(in thousands, except per share data)
Product revenue		$	41,387			$	11,356			$	94,884			$	39,462
Customer support and spare parts revenue			4,734				3,074				12,506				10,331
Total revenue			46,121				14,430				107,390				49,793
Product cost of revenue			23,157				10,027				58,438				36,272
Customer support and spare parts cost of revenue			1,829				1,188				5,383				4,497
Total cost of revenue			24,986				11,215				63,821				40,769
Gross margin			21,135				3,215				43,569				9,024
Operating expenses:
Research and development			7,309				6,213				18,681				21,343
Selling, general and administrative			9,216				5,831				24,072				17,197
Restructuring charge (benefit)			—				(95	)			—				1,368
Impairment of property and equipment			—				—				—				2,834
Gain on sale of property and equipment			—				—				(49	)			—
Amortization of intangible assets			892				254				2,675				999
Total operating expenses			17,417				12,203				45,379				43,741
Income (loss) from operations			3,718				(8,988	)			(1,810	)			(34,717	)
Interest income and other, net			423				327				1,886				3,337
Income (loss) before income taxes			4,141				(8,661	)			76				(31,380	)
Provision for income taxes			255				72				559				278
Net income (loss)		$	3,886			$	(8,733	)		$	(483	)		$	(31,658	)
Net income (loss) per share:
Basic		$	0.22			$	(0.52	)		$	(0.03	)		$	(1.91	)
Diluted		$	0.21			$	(0.52	)		$	(0.03	)		$	(1.91	)
Weighted average number of shares:
Basic			17,786				16,635				17,759				16,605
Diluted			18,624				16,635				17,759				16,605

See accompanying notes to condensed consolidated financial statements.

PHOTON DYNAMICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

		Nine Months Ended
		June 30,
		2008				2007
		(in thousands)
Cash flows from operating activities:
Net loss		$	(483	)		$	(31,658	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation			2,333				3,653
Amortization of intangible assets			2,675				999
Stock-based compensation			1,982				1,513
Restructuring charge			—				178
Impairment of property and equipment			—				2,834
Foreign currency translation adjustment gain recognized upon liquidation of a subsidiary			—				(928	)
Gain on sale of property and equipment			(49	)			—
Accretion of non-interest bearing notes payable			—				23
Changes in operating assets and liabilities:
Accounts receivable			(24,960	)			10,414
Inventories			(6,840	)			428
Other current assets			(1,477	)			(471	)
Other assets			(1,010	)			(284	)
Accounts payable			17,895				(224	)
Other current liabilities			752				(1,022	)
Deferred gross margin			(1,537	)			(851	)
Other liabilities			(38	)			(23	)
Net cash used in operating activities			(10,757	)			(15,419	)
Cash flows from investing activities:
Purchase of property and equipment			(2,823	)			(1,040	)
Proceeds from sale of property and equipment			250				—
Purchase of short-term investments			(13,621	)			(82,711	)
Maturities and sales of short-term investments			46,290				78,264
Net cash provided by (used in) investing activities			30,096				(5,487	)
Cash flows from financing activities:
Issuance of common stock			161				1,364
Capital lease payments			(80	)			(68	)
Net cash provided by financing activities			81				1,296
Effect of exchange rate changes on cash and cash equivalents			82				(72	)
Net increase (decrease) in cash and cash equivalents			19,502				(19,682	)
Cash and cash equivalents at beginning of period			41,170				47,935
Cash and cash equivalents at end of period		$	60,672			$	25,253

See accompanying notes to condensed consolidated financial statements.

PHOTON DYNAMICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1 — BASIS OF PRESENTATION

      Basis of Presentation. The accompanying unaudited condensed consolidated financial statements of Photon Dynamics, Inc. (“Photon Dynamics” or the “Company”) have been prepared in accordance with generally accepted accounting principles in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, the unaudited interim financial statements reflect all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the financial position, results of operations and cash flows for the periods indicated.

     These financial statements and notes should be read in conjunction with “Item 8. Financial Statements and Supplementary Data” included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2007. Operating results for the three and nine months ended June 30, 2008, are not necessarily indicative of the results that may be expected for any other interim period or for the full fiscal year ending September 30, 2008.

     The condensed consolidated balance sheet as of September 30, 2007 is derived from the Company’s audited consolidated financial statements as of September 30, 2007, included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2007 filed with the Securities and Exchange Commission on January 24, 2008, but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

      Description of Operations and Principles of Consolidation. Photon Dynamics, Inc. is a global supplier utilizing advanced digital imaging technology for both Liquid Crystal Display yield enhancement systems for the flat panel display industry and high-performance digital imaging systems for defense, surveillance, industrial inspection and medical imaging applications. The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries that are not considered variable interest entities (“VIEs”) and all VIEs for which the Company is the primary beneficiary. All intercompany accounts and transactions have been eliminated.

     The Company currently operates in two segments: Flat Panel Display and High-Performance Digital Imaging. From fiscal 2003 to 2007 the Company operated in one segment: Flat Panel Display. The Company commenced operations in the High-Performance Digital Imaging segment with its July 2007 acquisition of Salvador Imaging, Inc. (“Salvador Imaging”). Revenues from the Flat Panel Display segment accounted for more than 96% of the Company’s consolidated revenues during both the three and nine months ended June 30, 2008, and 100% of the Company’s consolidated revenues during both the three and nine months ended June 30, 2007.

      Management Estimates and Assumptions. The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Examples of estimates made by management include estimates of product life cycles, restructuring charges, stock-based compensation volatility and forfeiture rates and litigation and contingency assessments. Examples of assumptions made by management include assumptions regarding whether the criteria for revenue recognition were met, the calculation of the allowance for doubtful accounts, inventory write-downs, warranty accruals and when investment impairments are other than temporary. Actual results could differ from those estimates and assumptions.

      Revenue Recognition. Photon Dynamics derives revenue primarily from the sale and installation of equipment, non-warranty services, the sale of spare parts and revenue from non-recurring engineering contracts.

     The Company recognizes revenue on the sale and installation of equipment when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable and collectibility is reasonably assured. Persuasive evidence of an arrangement exists when a sales quotation outlining the terms and conditions of the arrangement has been issued to the customer and a purchase order has been received from the customer accepting the terms of the sales quotation and stating, at a minimum, the number of systems ordered, terms and conditions of the sale and the value of the overall arrangement.

PHOTON DYNAMICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     The Company accounts for certain of its product sales as arrangements with multiple deliverables. For arrangements with multiple deliverables, the Company recognizes revenue for the delivered items if the delivered items have value to the customer on a standalone basis, the amount of revenue for delivered elements is not subject to refund, the delivery or performance of the undelivered items is considered probable and substantially in the control of the Company, the Company has received customer acceptance certificates for the delivered items, and the fair value of undelivered items, such as installation and system upgrade rights, can be reliably determined. The Company allocates revenue to the delivered items based on the lesser of the amount due and billable upon shipment and the difference between the total amount due at time of shipment and the allocated fair value of the undelivered elements, with the remaining amount recognized after installation and acceptance when the final amount becomes due. Revenue is deferred when more than 20% of the total value of the contract is not billable to the customer until the occurrence of a future event. Installation and other services may not be essential to the functionality of the products and may be accounted for as arrangements with multiple deliverables as these services do not alter the product capabilities, do not require specialized skills or tools and can be performed by other vendors.

     For new products that have not been demonstrated to meet product specifications, 100% of revenue is deferred until first customer acceptance.

     The Company recognizes revenue on the sale of spare parts when the product has been shipped, risk of loss has passed to the customer and collection of the resulting receivable is probable.

     The Company recognizes customer support revenue for non-warranty services either ratably over the term of the maintenance contract, if a contract has been entered into, or as labor and expenses are incurred, if there is no contract.

     For arrangements that include engineering services that are essential to the functionality of a product or involve significant customization or modification of the product, the Company recognizes revenue using the percentage-of-completion method, as described in SOP 81-1 “Accounting for Performance of Construction-Type and Certain Production-Type Contracts,” if the Company believes it is able to make reasonably dependable estimates of the extent of progress toward completion. The Company measures progress toward completion using an input method based on the ratio of costs incurred to date, principally labor, to total estimated costs of the project. These estimates are assessed continually during the term of the contract, and revisions are reflected when changed conditions become known. In some cases, the Company accepts engineering services contracts for which the Company is not able to reasonably estimate the amount of revenues or costs under the contract. In these situations, provided that the Company is reasonably assured that no loss will be incurred under the arrangement, the Company recognizes revenues and costs based on a zero profit model, which results in the recognition of equal amounts of revenues and costs, until the engineering professional services are complete. In situations where the Company accepts engineering services contracts that are expected to be losses at the time of acceptance in order to gain experience in developing new technology that could be used in future products and services, provisions for losses on contracts are recorded when estimates indicate that a loss will be incurred on a contract.

     The Company has a policy to record provisions as necessary, based on historical rates for estimated sales returns, which are booked in the same period that the related revenue is recorded and netted against revenue.

      Accounting Changes : In the first quarter of fiscal 2008, the Company adopted the Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109” (“FIN 48”) and related guidance. See Note 13 for further discussion.

      Recent Accounting Pronouncements. In March 2008, the Financial Accounting Standards Board (“FASB”) issued Statement of Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities — an amendment of SFAS No. 133” (“SFAS No. 161”). This statement changes the disclosure requirements for derivative instruments and hedging activities. SFAS No. 161 requires the Company to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities,” and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. SFAS No. 161 will be effective for the Company’s interim period beginning January 1, 2009. The Company is currently evaluating the impact of this statement on its results of operations, financial position and cash flows.

PHOTON DYNAMICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     In February 2008, the FASB adopted FASB Staff Position Statement of Financial Accounting Standards No. 157-2, “Effective Date of FASB Statement No. 157” (“SFAS No. 157-2”). SFAS No. 157 “Fair Value Measurements” (“SFAS No. 157”) defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157-2 delays the effective date of SFAS No.157 for one year for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The provisions of SFAS No. 157 will be effective for the Company in fiscal years beginning October 1, 2008, unless the Company elects the delayed adoption date For the portion of SFAS No. 157 impacted by SFAS No. 157-2. The Company is currently evaluating the impact of this statement on its results of operations, financial position and cash flows.

     In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (revised 2007) “Business Combinations” (“SFAS No. 141R”). SFAS No. 141R defines the acquirer as the entity that obtains control of one or more businesses in the business combination, establishes the acquisition date as the date that the acquirer achieves control and requires the acquirer to recognize the assets acquired, liabilities assumed and any noncontrolling interest at their fair values as of the acquisition date. In addition, SFAS No. 141R requires expensing of acquisition-related and restructure-related costs, remeasurement of earn-out provisions at fair value, measurement of equity securities issued for purchase at the date of close of the transaction and non-expensing of in-process research and development related intangibles. SFAS No. 141R will be effective for the Company in fiscal years beginning October 1, 2009. The Company is currently evaluating the impact of this statement on its results of operations, financial position and cash flows.

     In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115” (“SFAS No. 159”). SFAS No. 159 permits an entity to choose to measure many financial instruments and certain other items at fair value at specified election dates. Subsequent unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings. The provisions of SFAS No. 159 will be effective for the Company in fiscal years beginning October 1, 2008. The Company is currently evaluating the impact of this statement on its results of operations, financial position and cash flows .

NOTE 2 — MERGER WITH ORBOTECH LTD.

     On June 26, 2008, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) among Orbotech Ltd. (“Orbotech”), PDI Acquisition, Inc., an indirect wholly-owned subsidiary of Orbotech (“Merger Sub”) and the Company. The Merger Agreement provides that, upon the terms and conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as an indirect wholly-owned subsidiary of Orbotech. The board of directors of the Company has unanimously approved the Merger and the Merger Agreement. At the effective time and as a result of the Merger, each outstanding share of the Company’s common stock will be converted into the right to receive $15.60 in cash, without interest. Consummation of the Merger is subject to the conditions described in the Merger Agreement, including approval by the shareholders of the Company, antitrust and other regulatory approvals, and other customary closing conditions. Orbotech expects to finance the purchase price through a combination of the Company’s cash on hand at closing and debt financing. Consummation of the Merger is not subject to any financing condition. The transaction is expected to close during the second half of calendar year 2008.

     Under the terms of the Merger Agreement, the Company may be required to pay Orbotech a termination fee of $9,000,000 in the following circumstances:

	•		Following the termination by the Company to accept a superior proposal (as defined in the Merger Agreement);
	•		Following the termination by Orbotech, if the Company’s Board of Directors changes its recommendation or recommends a competing proposal, or fails to reaffirm its recommendation following the public announcement of a competing proposal;
	•		Following the public announcement of a competing proposal that is not withdrawn prior to the special meeting, if (i) such termination results from a failure to obtain the required shareholder vote and (ii) within twelve months after such termination, the Company enters into a definitive agreement relating to an alternative acquisition or consummates an alternative acquisition; or

PHOTON DYNAMICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

•

Following the receipt by the Company of a competing proposal that is not withdrawn on or prior to the outside date, if (i) the required shareholder vote is not obtained and (ii) within twelve months after such termination, the Company enters into a definitive agreement relating to an alternative acquisition or consummates an alternative acquisition.

     In addition, under the terms of the Merger Agreement, the Company has agreed to reimburse up to $2,000,000 of Orbotech’s reasonable out-of pocket expenses if the merger agreement is terminated as a result of the failure to obtain the required shareholder vote or as a result of the Company’s breach or material failure to perform any of its representations, warranties or covenants contained in the Merger Agreement; provided, however, that in the event that the Company pays the $9,000,000 termination fee to Orbotech, it will not be required to also reimburse its expenses.

     In addition, under the terms of the Merger Agreement, Orbotech may be required to pay the Company a termination fee of $9,000,000 if the Merger Agreement is terminated because clearance by the Committee on Foreign Investment in the United States (“CFIUS”) has not been obtained and all other conditions to the completion of the merger have been met, and following three business days’ notice to Orbotech, Orbotech does not waive the CFIUS closing condition.

     The foregoing description of the Merger and the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which has been filed as an exhibit to the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on June 26, 2008.

NOTE 3 — FINANCIAL STATEMENT COMPONENTS

		June 30,				September 30,
		2008				2007
		(in thousands)
Inventories:
Raw materials		$	10,402			$	7,465
Work-in-process			10,281				4,491
Finished goods			726				1,336
Total		$	21,409			$	13,292
Other current liabilities:
Compensation		$	5,696			$	4,897
Professional fees			3,082				2,441
Other accrued expenses			3,185				2,536
Total		$	11,963			$	9,874
Deferred gross margin:
Deferred system revenue		$	17,007			$	10,269
Deferred cost of revenue			(15,308	)			(7,033	)
Total		$	1,699			$	3,236
Accumulated other comprehensive loss:
Foreign currency translation adjustments		$	(512	)		$	(543	)
Unrealized losses on available—for-sale securities			(51	)			(60	)
Total		$	(563	)		$	(603	)

NOTE 4 — GOODWILL AND OTHER PURCHASED INTANGIBLE ASSETS

Goodwill

     The carrying value of goodwill was approximately $6.9 million at both June 30, 2008 and September 30, 2007. There were no additions or adjustments to goodwill during the nine months ended June 30, 2008. There have been no significant events or circumstances negatively affecting the valuation of goodwill subsequent to the Company’s annual impairment test performed during the fourth quarter of fiscal 2007. Should the annual impairment test performed in the fourth quarter of fiscal 2008 indicate that the carrying value of goodwill may not be fully recoverable, the Company may be required to record impairment charges for these assets.

PHOTON DYNAMICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     At June 30, 2008, approximately $153,000 of goodwill relates to the Company’s purchase of assets from Summit Imaging in May 2003, while approximately $6.7 million relates to the Company’s purchase of Salvador Imaging in July 2007.

Intangible Assets

     The components of intangible assets as of June 30, 2008 were as follows:

										Non
		Developed				Core				Compete				Customer				Trade
		Technology				Technology				Contract				Relations				Name				Backlog				Total
		(in thousands)
Gross carrying amount at June 30, 2008		$	7,346			$	3,988			$	2,348			$	910			$	640			$	110			$	15,342
Accumulated amortization			(2,470	)			(2,753	)			(1,368	)			(209	)			(147	)			(47	)			(6,994	)
Net carrying amount at June 30, 2008		$	4,876			$	1,235			$	980			$	701			$	493			$	63			$	8,348

     The components of intangible assets as of September 30, 2007 were as follows:

										Non
		Developed				Core				Compete				Customer				Trade
		Technology				Technology				Contract				Relations				Name				Backlog				Total
		(in thousands)
Gross carrying amount at September 30, 2007		$	7,346			$	3,988			$	2,348			$	910			$	640			$	110			$	15,342
Accumulated amortization			(1,094	)			(2,111	)			(1,041	)			(38	)			(27	)			(8	)			(4,319	)
Net carrying amount at September 30, 2007		$	6,252			$	1,877			$	1,307			$	872			$	613			$	102			$	11,023

     The following table summarizes the activity during the nine months ended June 30, 2008:

										Non
		Developed				Core				Compete				Customer				Trade
		Technology				Technology				Contract				Relations				Name				Backlog				Total
		(in thousands)
Balance as of September 30, 2007		$	6,252			$	1,877			$	1,307			$	872			$	613			$	102			$	11,023
Amortization during the period			(1,376	)			(642	)			(327	)			(171	)			(120	)			(39	)			(2,675	)
Balance as of June 30, 2008		$	4,876			$	1,235			$	980			$	701			$	493			$	63			$	8,348

     Based on intangible assets recorded at June 30, 2008, and assuming no subsequent additions to, or impairment of, the underlying assets, the remaining amortization expense relating to intangible assets at June 30, 2008, is expected to be approximately $718,000 in the remainder of fiscal 2008 and $2.9 million, $2.8 million and $1.9 million in fiscal years 2009 through 2011, respectively.

     In assessing the recoverability of its intangible assets, the Company must make assumptions regarding estimated future cash flows and other factors to determine the fair value of the respective assets. It is reasonably possible that these estimates, or their related assumptions, may change in the future, in which case the Company may be required to record impairment charges for these assets.

NOTE 5 — RESTRUCTURING AND OTHER CHARGES

March 2007 Impairment of Property and Equipment

     During the three months ended March 31, 2007, the Company recorded approximately $2.8 million of charges to impair property and equipment.

     As a result of the implementation of the Company’s offshore manufacturing program, management performed an impairment assessment of its manufacturing facilities and equipment. Based on that assessment management determined that the Company’s 128,520 square foot U.S. facility leased by the Company was not impaired but that the 22,000 square foot U.S. manufacturing facility owned by the Company was impaired. In accordance with the provisions of Statement of Financial Accounting Standards No. 144,

PHOTON DYNAMICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

“Accounting for the Impairment or Disposal of Long-lived Assets,” the Company recorded an impairment charge of approximately $2.0 million based on the difference between the carrying amount of the assets over the assets’ appraised fair value. In addition, the Company incurred an impairment charge of approximately $834,000 as a result of the write-off of certain capital equipment that was determined to have no additional future use. These charges are reflected in “Impairment of Property and Equipment” in the Company’s Condensed Consolidated Statements of Operations.

February 2007 Restructure

     On February 21, 2007, the Company announced the implementation of a company-wide cost reduction plan approved by the board of directors and designed to accelerate the Company’s objective of achieving consistent profitability. Management’s goal was to size the Company’s business in response to the then-current flat panel display market. The Company recorded this restructuring plan in accordance with Statement of Financial Accounting Standards No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” (“SFAS No. 146”).

     The restructuring plan consisted of reducing the Company’s workforce. Management approved and implemented the plan and determined the benefits that would be offered to the employees being terminated. Management determined that terminations affecting 56 employees would occur on February 21, 2007. All affected employees were notified of their termination and the benefits package was explained in sufficient detail such that each affected employee was able to determine the type and amount of benefits they were entitled to receive.

     The Company recorded a restructuring charge of approximately $1.0 million in the three months ended March 31, 2007, which was comprised of employee severance and related benefits. In the three months ended June 30, 2007, the Company reversed approximately $95,000 of the initial charge for severance benefits not paid. These charges are reflected in “Restructuring charge (benefit)” in the Company’s Condensed Consolidated Statements of Operations. All amounts were paid in the nine months ended June 30, 2007.

November 2006 Restructure

     On November 16, 2006, the Company announced its intention to discontinue its PanelMaster ^TM product line. The Company recorded this restructuring plan in accordance with SFAS No. 146. The Company recorded a restructuring charge of approximately $446,000 in the three months ended December 31, 2006, which was comprised of approximately $173,000 for employee severance and related benefits for ten employees and approximately $273,000 related to impairing certain manufacturing assets associated with the product line. These charges are reflected in “Restructuring charge (benefit)” in the Company’s Condensed Consolidated Statements of Operations. All amounts were paid in the six months ended March 31, 2007.

NOTE 6 — COMPREHENSIVE INCOME (LOSS)

     The components of total comprehensive income (loss) were as follows:

		Three Months Ended								Nine Months Ended
		June 30,								June 30,
		2008				2007				2008				2007
		(in thousands)
Net income (loss)		$	3,886			$	(8,733	)		$	(483	)		$	(31,658	)
Other comprehensive income (loss):
Net change in unrealized gain (loss) on investments			32				(8	)			9				(3	)
Change in foreign currency translation			(157	)			6				31				(87	)(1)
Other comprehensive income (loss)			(125	)			(2	)			40				(90	)
Total comprehensive income (loss)		$	3,761			$	(8,735	)		$	(443	)		$	(31,748	)

PHOTON DYNAMICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 7 — STOCK-BASED COMPENSATION PLANS

     Effective October 1, 2005, Photon Dynamics adopted the provisions of Statement of Financial Accounting Standards No. 123 (revised 2004) “Share-Based Payments” (“SFAS No. 123R”). SFAS No. 123R establishes accounting for stock-based awards exchanged for employee services. Accordingly, stock-based compensation cost is measured on the grant date, based on the fair value of the award, and is recognized as an expense over the employee’s requisite service period.

     The effect of recording stock-based compensation for the three and nine months ended June 30, 2008 and 2007 was as follows:

		Three Months Ended								Nine Months Ended
		June 30,								June 30,
		2008				2007				2008				2007
		(in thousands)
Stock-based compensation expense included in continuing operations: :
Cost of revenue		$	61			$	26			$	233			$	213
Research and development			242				125				411				324
Selling, general and administrative			757				274				1,338				976
Total stock-based compensation expense after income taxes (1)		$	1,060			$	425			$	1,982			$	1,513
Stock-based compensation expense by type of award: :
Employee stock options		$	288			$	274			$	441			$	1,130
Employee stock purchase plan			56				74				56				281
Restricted stock awards			696				159				1,465				184
Amounts capitalized as inventory and deferred gross margin			20				(82	)			20				(82	)
Total stock-based compensation expense after income taxes (1)		$	1,060			$	425			$	1,982			$	1,513

Equity Incentive and Other Programs

     The Company’s equity incentive program is a long-term retention program that is intended to attract and retain qualified management and technical employees and align stockholder and employee interests. At June 30, 2008, the equity incentive program consisted of:

2005 Equity Incentive Plan . Under this plan, officers, key employees, consultants and all other employees may be granted restricted stock units, options to purchase shares of the Company’s stock, and other types of equity awards. This plan permits the grant of equity awards for up to 2,250,000 shares of common stock. Under this plan, stock options granted generally have a vesting period of 48 to 60 months, are generally exercisable for a period of seven to ten years from the date of issuance and are granted at prices not less than the fair market value of the Company’s common stock at the grant date. Restricted stock granted have been both time-based and performance-based vesting. Restricted stock units granted with time-based vesting generally vest annually over a four-year period from the date of grant. However, restricted stock units issued in the Company’s May, 2007 one-time stock option exchange program vest over a two- to three-year period from the date of exchange. Certain equity awards provide for accelerated vesting if there is a change of control. Restricted stock units granted with performance-based vesting generally vest over four years, as specified by the compensation committee.

2006 Non-Employee Directors’ Stock Incentive Plan . Under this plan, non-employee directors may be granted restricted stock units, options to purchase shares of the Company’s stock, and other types of equity awards. This plan permits the grant of equity awards for up to 600,000 shares of common stock. Under this plan, stock options

PHOTON DYNAMICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

generally have a vesting period of 12 to 48 months, are generally exercisable for a period of ten years from the date of issuance and are granted at prices not less than the fair market value of the Company’s common stock at the grant date. Restricted stock units may be granted under this plan with varying criteria such as time-based vesting. Under this plan, restricted stock units generally vest annually over a three- to four-year period from the date of grant. Equity awards under this plan provide for accelerated vesting if there is a change of control.

     Prior to vesting, restricted stock units under both plans do not have dividend equivalent rights, do not have voting rights, and the shares underlying the restricted stock units are not considered issued and outstanding. Shares are issued on the date the restricted stock units vest. The majority of shares issued are net of statutory withholding requirements that are paid by Photon Dynamics on behalf of its employees. As a result, the actual number of shares issued will be less than the number of restricted stock units granted. Shares withheld by the Company for statutory withholding requirements are not issued, but instead, become available for future grants. Furthermore, the liability for most of the withholding amounts to be paid by Photon Dynamics will be recorded as a reduction in Common Stock when the restricted stock units vest.

     In addition to its equity incentive programs, the Company’s employee stock purchase plan (“ESPP”) provides that eligible employees may contribute up to 10% of their eligible earnings through accumulated payroll deductions toward the semi-annual purchase of the Company’s common stock. Participants purchase shares on the last day of each offering period. The price at which shares are purchased is equal to 85% of the lower of the fair market value of a share of common stock on the first day of the offering period or on the purchase date. Offering periods are typically six months in length.

Valuation and Other Assumption

     The fair value of each option award is estimated on the date of grant using the Black-Scholes valuation model using a multiple options approach, consistent with the provisions of SFAS No. 123R and SEC SAB No. 107. All options are amortized over the requisite service periods of the awards, which are generally the vesting periods. The Black-Scholes valuation model requires the input of the following assumptions:

Expected Volatility . The Company estimates the volatility of its stock options at the date of grant using implied volatilities from traded options on the Company’s stock. The Company believes that the use of implied volatility is more reflective of market conditions and a better indicator of expected volatility than the use of historical volatility.

Expected Term . The expected term of options granted is derived from a numerical model of the Company’s stock price and represents the period of time that options granted are expected to be outstanding. The Company estimates the expected term of options granted based on its historical experience of grants, exercises and post-vesting cancellations.

Risk-Free Interest Rate . The risk-free rate is based on a risk-free zero-coupon spot interest rate at the time of grant with remaining terms equivalent to the expected term of the option grants.

Expected Dividends . The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield of zero in the Black-Scholes valuation model.

Forfeitures . The Company uses historical data and future expectations of employee turnover to estimate pre-vesting forfeitures. As required by SFAS No. 123R, the Company records stock-based compensation expense only for those awards that are expected to vest. In the three months ended December 31, 2006, the Company adjusted its estimated forfeiture rate in order to better reflect the actual number of instruments for which the requisite service was to be rendered. As required by SFAS No. 123R, the Company calculated a cumulative adjustment to compensation cost for the effect on the then-current and prior periods of this change in estimate. This adjustment, consisting of approximately a $300,000 reduction of compensation expense, was recorded in the three months ended December 31, 2006.

     The fair value of each option grant in the three and nine month periods ended June 30, 2008 and 2007 used the following weighted-average valuation assumptions:

PHOTON DYNAMICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

		Three Months Ended								Nine Months Ended
		June 30,								June 30,
		2008				2007				2008				2007
Stock option plan:
Expected volatility			52	%			42	%			51	%			43	%
Risk free rate			2.4	%			4.5	%			2.5	%			4.6	%
Expected term (in years)			3.8				3.4				4.0				3.4
Expected dividends		None				None				None				None

     The fair value of the Company’s employee stock purchase plan is estimated on the first day of the offering period using the Black-Scholes valuation model, consistent with the provisions of SFAS No. 123R, SEC SAB No. 107, and FASB Technical Bulletin No. 97-1, “Accounting under Statement 123 for Certain Employee Stock Purchase Plans with a Look-Back Option.”

     The Company determined the fair value of the offering period its ESPP in the three and nine months ended June 30, 2008 and 2007 using the following weighted-average valuation assumptions:

		Three Months Ended								Nine Months Ended
		June 30,								June 30,
		2008				2007				2008				2007
Stock purchase plan:
Expected volatility			53	%			42	%			53	%			43	%
Risk free rate			2.8	%			4.5	%			2.8	%			4.6	%
Expected term (in years)			0.5				0.5				0.5				0.5
Expected dividends		None				None				None				None

     SFAS No. 123R requires the use of option pricing models that were not developed for use in valuing employee stock options. The Black-Scholes option-pricing model was developed for use in estimating the fair value of short-lived exchange traded options that have no vesting restrictions and are fully transferable. In addition, option-pricing models require the input of highly subjective assumptions, including the option’s expected life and the price volatility of the underlying stock.

     Compensation expense on restricted stock units is determined using the fair value of Photon Dynamics’ common stock on the date of the grant. The resulting compensation expense is recognized over the related service period.

      Equity Incentive Plan

     The following table summarizes the combined activity under the equity incentive plans for the indicated period:

		Awards								Weighted-				Weighted-Average				Aggregate
		Available				Options				Average				Remaining Contract				Intrinsic Value
		for Grant				Outstanding				Exercise Price				Term (in years)				(in thousands)
Balances at September 30, 2007			1,739,630				1,245,582			$	19.29
Plan shares expired (1)			(155,479	)			—				—
Restricted stock units granted (2)			(702,500	)			—				—
Restricted stock units cancelled (2)			78,415				—				—
Restricted stock units canceled or withheld for taxes (2)			27,379				—				—
Options granted			(160,750	)			160,750				9.63
Options canceled			293,179				(293,179	)			20.71
Options exercised			—				(17,018	)			9.44
Balances at June 30, 2008			1,119,874				1,096,135			$	17.64				5.63			$	2,259
Vested and expected to vest at June 30, 2008							921,266			$	18.75				5.53			$	1,616
Exercisable at June 30, 2008							688,017			$	21.22				5.18			$	677

PHOTON DYNAMICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     The aggregate intrinsic value in the table above represents the total pretax intrinsic value, based on the Company’s closing stock price of $15.08 as of June 30, 2008, which would have been received by the option holders had all option holders with in-the-money options exercised their options as of that date.

     The weighted average grant date fair value of options granted during the nine months ended June 30, 2008 and 2007 was $3.97 and $4.10 per share, respectively. The total intrinsic value of options exercised during the nine months ended June 30, 2008 and 2007 was approximately $27,000 and $37,000, respectively. The total cash received from employees as a result of stock option exercises during the nine months ended June 30, 2008 and 2007 was approximately $161,000 and $27,000 respectively. In connection with these exercises, the tax benefits realized by the Company were minimal.

     The Company settles employee stock option exercises with newly issued common shares.

     As of June 30, 2008, the unrecognized stock-based compensation balance related to stock options was approximately $808,000 and will be recognized over an estimated remaining weighted-average amortization period of 1.6 years.

      Restricted Stock Units

     The following table summarizes the restricted stock unit activity for the indicated period:

						Weighted-Average
		Number				Grant Date
		of Shares				Fair Value
Unvested restricted stock units at September 30, 2007			284,196			$	10.44
Restricted stock units granted			702,500			$	9.97
Restricted stock units released			(83,573	)		$	10.40
Unvested restricted stock units cancelled			(78,415	)		$	10.26
Unvested restricted stock units at June 30, 2008			824,708			$	10.06

     As of June 30, 2008, the unrecognized stock-based compensation related to restricted stock units was approximately $3.7 million and will be recognized over an estimated remaining weighted-average amortization period of 2.0 years.

      Employee Stock Purchase Plan

     There were no shares purchased under the Employee Stock Purchase Plan during the nine months ended June 30, 2008. The Company began a new six-month Offering Period during the three months ended June 30, 2008.

     As of June 30, 2008, the unrecognized stock-based compensation balance related to the Employee Stock Purchase Plan was approximately $167,000 and will be recognized over the remaining Offering Period, which ends on November 14, 2008.

     The Plan shares are replenished through shareholder approval at the Annual Shareholder meeting. At June 30, 2008, a total of 829,915 shares were reserved and available for issuance under this Plan.

NOTE 8 — EARNINGS (LOSS) PER SHARE

PHOTON DYNAMICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased, in periods of net income, to include the number of additional shares of common stock that would have been outstanding if the dilutive potential shares of common stock had been issued. The dilutive effect of outstanding options and restricted stock units is reflected in diluted earnings per share by application of the treasury stock method, which includes consideration of stock-based compensation required by SFAS No. 123R and Statement of Financial Accounting Standards No. 128, “Earnings per Share.”

     The following table sets forth the computation of basic and diluted net income (loss) per share:

		Three Months Ended								Nine Months Ended
		June 30,								June 30,
		2008				2007				2008				2007
		(in thousands, except per share data)
Numerator:
Net income (loss)		$	3,886			$	(8,733	)		$	(483	)		$	(31,658	)
Denominator:
Weighted average shares outstanding, excluding unvested restricted stock, for basic net income (loss) per share			17,786				16,635				17,759				16,605
Effect of dilutive securities:
Employee stock options and restricted stock (1)			838				—				—				—
Weighted average shares for diluted net income (loss) per share			18,624				16,635				17,759				16,605
Earnings (loss) per share:
Basic		$	0.22			$	(0.52	)		$	(0.03	)		$	(1.91	)
Diluted		$	0.21			$	(0.52	)		$	(0.03	)		$	(1.91	)
Potentially anti-dilutive securities (2)			1,090				1,622				1,148				1,878

NOTE 9 — COMMITMENTS AND CONTINGENCIES

Purchase Agreements

     The Company maintains certain open inventory purchase commitments with suppliers to ensure a smooth and continuous supply chain for key components. The Company’s obligation in these purchase commitments is generally restricted to a forecasted time horizon as mutually agreed upon between the parties. The Company’s open inventory purchase commitments were approximately $50.7 million as of June 30, 2008 and $28.0 million as of September 30, 2007.

     During the six months ended March 31, 2007, the Company incurred charges of approximately $635,000 to establish a reserve for costs associated with the cancellation of certain purchase orders. In the three months ended March 31, 2008, the company settled all claims for approximately $407,000 and recorded the reduction in expenses of approximately $228,000 to “Research and development” in the Condensed Consolidated Statement of Operations.

PHOTON DYNAMICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Warranty Obligations

     The Company generally offers warranty coverage for a period of 12 months from final acceptance. Upon product shipment, the Company records the estimated cost of warranty coverage, primarily material and labor to repair and service the equipment. Factors that affect the Company’s warranty liability include the number of installed units under warranty, product failure rates, material usage rates and the efficiency by which the product failure is corrected. The Company assesses the adequacy of its recorded warranty liability quarterly and adjusts the amount as necessary.

     Changes in the Company’s product liability during the nine months ended June 30, 2008 and 2007 were as follows:

		Nine Months Ended
		June 30,
		2008				2007
		(in thousands)
Beginning balance		$	3,217			$	8,058
Estimated warranty cost of new shipments during the period			6,639				3,755
Warranty costs during the period			(4,351	)			(7,819	)
Changes in liability for pre-existing warranties, including expirations			318				697
Ending balance		$	5,823			$	4,691

     The warranty liability at September 30, 2007 included costs associated with the Company’s agreement with one customer to replace two ArrayChecker ^TM systems. In the fourth quarter of fiscal 2006, the Company agreed to replace two of the four original Generation 7 test systems sold to a customer with a newer version of the Company’s Generation 7 test systems. Even though all four original Generation 7 systems had been used by the customer in full production, reliability and uptime issues had impacted the production capability of the fabrication lines in which they operated. The replacement systems cost of approximately $3.0 million was accrued as warranty expense in the quarter ended September 30, 2006. Approximately $2.7 million of warranty liability associated with this exchange was satisfied during the three months ended June 30, 2007 when the machines were replaced.

Contingent Termination Fee Related to Merger with Orbotech

     Under the terms of the Merger Agreement, the Company may be required to pay Orbotech a termination fee in the amount of $9,000,000 in certain circumstances. See Note 2 — Merger with Orbotech Ltd. for further discussion of the termination fee.

Legal Proceedings

      Capital Partners v. Dr. Malcolm J. Thompson, et al . On July 25, 2008, Capital Partners, a purported stockholder of the Company, filed a complaint in California Superior Court, Santa Clara County, against the Company, each of the Company’s directors and Orbotech entitled Capital Partners v. Dr. Malcolm J. Thompson, et al. (Case No. 1-08-CV-118315). The complaint alleges, among other things, that the Company’s directors breached their fiduciary duties in connection with the merger, that the Company’s preliminary proxy statement relating to the merger omits material information and that Orbotech has aided and abetted the Company’s directors in their alleged breaches of fiduciary duties. The relief sought by the plaintiff includes a determination that the class action status is proper, an injunction barring the merger (or if the merger is consummated, a rescission of the merger), corrective disclosures and the payment of compensatory damages and other fees and costs.

     On July 29, 2008, the complaint was formerly served on the Company and the individual defendants. On August 1, 2008, the Company and the individual defendants removed this case to the U.S. District Court for the Northern District of California. Also on August 1, 2008, Capital Partners filed an application in California Superior Court, Santa Clara County, seeking expedited discovery, a temporary restraining order that would bar the merger pending such discovery, and a hearing following such discovery on a preliminary injunction that would bar the merger pending a trial on the merits. The parties have not yet responded to the foregoing filings, nor have they been acted upon by any court; however, the Company and the individual defendants previously had agreed to provide expedited discovery. Although the ultimate outcome of this matter cannot be determined with certainty, the Company believes that the complaint is completely without merit and it and the other defendants intend to vigorously defend this lawsuit.

      Amtower v. Photon Dynamics, Inc . The Company and certain of its directors and former officers were named as defendants in a lawsuit captioned Amtower v. Photon Dynamics, Inc., No. CV797876, filed on April 30, 2001 in the Superior Court of the State of California, County of Santa Clara. The trial of this case commenced on April 3, 2006. On a motion for non-suit, the court dismissed all claims against all directors on April 20, 2006. On May 5, 2006, as a result of jury verdict, judgments were entered in favor of the

PHOTON DYNAMICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Company and its former officers. The plaintiff, a former officer of the Company, had asserted several causes of action arising out of alleged misrepresentations made to the plaintiff regarding the existence and enforcement of the Company’s insider trading policy. The plaintiff had sought damages in excess of $6 million for defendants’ alleged refusal to allow plaintiff to sell shares of the Company’s stock in May 2000, plus unspecified emotional distress and punitive damages. On June 30, 2006, the plaintiff filed a timely notice of appeal. On July 28, 2006, the Court awarded the Company approximately $445,000 in fees and costs. The award bore interest at the statutory rate of 10% simple interest per annum. Collection of the award was stayed during the plaintiff’s appeal of the verdict. On January 16, 2008, the Sixth District Court of Appeals for the State of California upheld the trial court’s judgment and award. On April 9, 2008, the Supreme Court of California denied the plaintiff’s petition for review. As a result, the plaintiff has paid the Company approximately $718,000 in fees, costs and interest associated with the lawsuit. In addition, the Company settled its litigation with its insurance carriers related to the reimbursement of costs related to the litigation and received a payment of approximately $700,000.

      Customs and Duties Liability. As of June 30, 2008, the Company has paid approximately $6.6 million, net of VAT amounts refundable, to foreign customs authorities in connection with its settlements regarding underpayment of customs duties for warranty parts and has accrued an additional $438,000 more to settle all known amounts with foreign customs authorities. The Company has not received waivers from any governmental agency and cannot guarantee that additional payment obligations will not arise related to these prior activities. The ultimate resolution of this matter or other matters could entail further expense in the form of duties, interest and penalties under applicable laws. For example, the Company is continuing its voluntary discussions with U.S. government agencies, including Customs, the Census Bureau and the Bureau of Industry and Security, regarding certain filing obligations that were not complied with in connection with its exports. Although the products in question were not restricted under export control laws and no fees were associated with these filings, the voluntary disclosure of the Company’s failure to comply with U.S. filing obligations may subject the Company to penalties and result in additional expenses, which could be material and the extent of which the Company is currently unable to predict.

      Security and Exchange Commission Inquiry . During its second fiscal quarter, the Company responded to inquiries relating to its recent restatement from the SEC’s Enforcement Division. On July 3, 2008, the Company received notice that the Enforcement Division had terminated the investigation and that no enforcement action had been recommended to the Commission.

      General Litigation . From time to time, Photon Dynamics is subject to certain other legal proceedings and claims that arise in the ordinary course of business. Additionally, in the ordinary course of business the Company may potentially be subject to future legal proceedings that could individually, or in the aggregate, have a material adverse effect on the Company’s financial condition, liquidity or results of operations. Litigation in general, and intellectual property and securities litigation in particular, can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict.

NOTE 10 — SEGMENT REPORTING AND GEOGRAPHIC INFORMATION

     Statement of Accounting Financial Standards No. 131, “Disclosures about Segments of an Enterprise and Related Information,” establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance of the company. The Company’s chief operating decision maker is considered to be the Company’s Chief Executive Officer (“CEO”).

     From fiscal 2003 to fiscal 2007, the Company operated in one operating segment, the Flat Panel Display segment. A second operating segment, the High-Performance Digital Imaging segment, was created in July 2007 when the Company purchased Salvador Imaging, Inc. Each reportable segment is separately managed and the financial results of each segment are reviewed by the CEO. Each reportable segment contains closely related products that are unique to the particular segment:

	•		Flat Panel Display Segment . Includes test and repair equipment used in the flat panel display industry to collect and analyze data from the liquid crystal display production lines and to diagnose and repair defects in the production line.
	•		High-Performance Digital Imaging Segment . Includes high-performance digital cameras used in the defense, industrial and scientific/medical industries for a variety of applications.

PHOTON DYNAMICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     The CEO allocates resources to and assesses the performance of each operating segment based upon several metrics, including orders, net sales and operating income (loss) before interest and taxes.

     The Company derives the segment results from its internal management reporting system. The accounting policies Photon Dynamics uses to derive reportable segment results are substantially the same as those used for external reporting purposes. The Company generally allocates expenses from sales and marketing, corporate functions (Including management, finance, legal and human resources expenses) and information technology groups between its two operating segments, which are included in the operating results reported below. The Company does not allocate certain operating expenses including equity-based compensation, restructuring charges, asset impairment charges and other associated adjustments, which it manages separately at the corporate level. Management does not consider the unallocated costs in measuring the performance of the reportable segments. Segment operating income (loss) excludes interest income, interest expense and other financial charges and income taxes.

     With the exception of goodwill and intangibles, the Company does not identify assets by operating segment, nor does the CEO evaluate operating segments using discrete asset information. In the three and nine months ended June 30, 2008 there was approximately $1,000 and $33,000 of inter-segment revenue, respectively, that has been adjusted for in the operating results reported below.

     Segment information is summarized as follows:

		Three Months								Nine Months
		Ended								Ended
		June 30,								June 30,
		2008				2007				2008				2007
		(in thousands)
Revenue:
Flat panel display segment		$	44,470			$	14,430			$	103,544			$	49,793
High-performance digital imaging segment			1,651				—				3,846				—
Consolidated revenue		$	46,121			$	14,430			$	107,390			$	49,793
Operating income (loss):
Flat panel display segment		$	6,234			$	(8,455	)		$	4,491			$	(28,799	)
High-performance digital imaging segment			(1,456	)			—				(4,367	)			—
Total segment operating income (loss)		$	4,778			$	(8,455	)		$	124			$	(28,799	)

     All of the Company’s Customer support and spare parts revenue was generated by the flat panel display segment.

     Reconciliation of segment operating income (loss) to Photon Dynamics consolidated income (loss) from operations is as follows:

		Three Months								Nine Months
		Ended								Ended
		June 30,								June 30,
		2008				2007				2008				2007
		(in thousands)
Operating loss:
Total segment operating income (loss)		$	4,778			$	(8,455	)		$	124			$	(28,799	)
Unallocated costs			(1,060	)			(628	)			(1,983	)			(1,716	)
Restructuring costs (benefit)			—				95				—				(1,368	)
Impairment of property and equipment			—				—				—				(2,834	)
Gain on sale of property and equipment			—				—				49				—
Consolidated income (loss) from operations		$	3,718			$	(8,988	)		$	(1,810	)		$	(34,717	)

PHOTON DYNAMICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     The following is a summary of the Company’s consolidated revenue by country based on the location to which the product was shipped:

		Three Months								Nine Months
		Ended								Ended
		June 30,								June 30,
		2008				2007				2008				2007
		(in thousands)
Revenue:
South Korea		$	27,906			$	6,921			$	52,781			$	16,995
Taiwan			12,964				3,493				36,716				17,123
Japan			1,022				3,936				10,717				14,476
Germany			2,324				—				2,323				—
United States			1,651				—				3,846				—
China			254				80				1,007				1,199
Total		$	46,121			$	14,430			$	107,390			$	49,793

     Sales to individual unaffiliated customers in excess of 10% of total revenue were as follows:

		Three Months								Nine Months
		Ended								Ended
		June 30,								June 30,
		2008				2007				2008				2007
Customer A			43	%			39	%			25	%			25	%
Customer B			14	%			*				23	%			*
Customer C			14	%			14	%			22	%			18	%
Customer D			13				*				11	%			13	%
Customer E			*				25	%			*				27	%

     All customers in the above table were customers in the Flat Panel Display segment.

     Accounts receivable from individual unaffiliated customers in excess of 10% of total gross accounts receivable were as follows:

		June 30,				September 30,
		2008				2007
Customer A			32	%			*
Customer B			22	%			28	%
Customer C			14	%			*
Customer D			12	%			*
Customer E			*				26	%
Customer F			*				19	%

     All customers in the above table were customers in the Flat Panel Display segment.

     Long-lived assets consist primarily of property, plant and equipment, goodwill and intangibles and are attributed to the geographic location in which they are located, as follows:

		June 30,				September 30,
		2008				2007
		(In thousands)
United States		$	24,365			$	27,518
South Korea			364				756
Other			201				189
Total		$	24,930			$	28,463

PHOTON DYNAMICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 11 — FINANCIAL INSTRUMENTS

     Photon Dynamics may use financial instruments, such as forward exchange and currency option contracts, to hedge a portion of, but not all, existing and anticipated foreign currency denominated transactions or existing account balances. The terms of currency instruments used for hedging purposes are generally consistent with the timing of the transactions or balances being hedged. Under its foreign currency risk management strategy, the Company utilizes derivative instruments to protect against unanticipated fluctuations in earnings and cash flows caused by volatility in currency exchange rates. However, these derivative instruments do not fully hedge the Company’s exposure to foreign exchange rate risk. This financial exposure is monitored and managed by the Company as an integral part of its overall risk management program, which focuses on the volatility in the financial markets and seeks to reduce the potentially adverse effects that the volatility of these markets may have on its operating results.

     The Company accounts for its derivatives instruments according to Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS No. 133”), which requires that all derivatives be recorded on the balance sheet at fair value. Changes in the fair value of derivatives that do not qualify, or are not effective as hedges, must be recognized currently in earnings. The Company does not use derivative financial instruments for speculative or trading purposes, nor does it hold or issue leveraged derivative financial instruments.

     The Company conducts business internationally in several currencies. As such, it is exposed to fluctuations in foreign currency exchange rates. The Company’s exposure to foreign exchange rate fluctuations arises in part from: (1) translation of the financial results of foreign subsidiaries into U.S. dollars in consolidation; (2) the re-measurement of non-functional currency assets, liabilities and intercompany balances into U.S. dollars for financial reporting purposes; and (3) non-U.S. dollar denominated sales to foreign customers. The Company defines its exposure as the risk of changes in the functional-currency-equivalent cash flows (generally U.S. dollars) attributable to changes in the related foreign currency exchange rates.

     In the three and nine months ended June 30, 2008, and in the three months ended June 30, 2007, the Company entered into forward sales contracts in order to manage foreign currency risk associated with certain intercompany balances denominated in Japanese yen. These contracts require the Company to exchange currencies at rates agreed upon at the contract’s inception and have terms designed to match the timing of payment from the yen-denominated accounts receivable. Because the impact of movements in currency exchange rates on forward contracts offsets the related impact on the balance of the intercompany accounts, these financial instruments mitigate the risk that might otherwise result from certain changes in currency exchange rates. The Company did not designate these forward sales contracts as hedging instruments for accounting purposes under SFAS No. 133, and, as such, the Company records the changes in the fair value of these derivatives in “Interest income and other, net” in the Consolidated Statement of Operations. Total net gains from changes in fair values of all forward exchange contracts for both the three months ended June 30, 2008 and 2007 were immaterial. Total net losses from changes in fair values of all forward exchange contracts for the nine months ended June 30, 2008 were approximately $341,000, while total net losses from changes in fair value of all forward exchange contracts for the nine months ended June 30, 2007 were immaterial. All losses are include in “Interest income and other, net” in the Consolidated Statement of Operations. At June 30, 2008 and 2007, the Company had foreign exchange forward contracts outstanding to sell approximately $570,000 and $8.1 million, respectively, in Japanese Yen. The fair value of the open contracts at both June 30, 2008 and 2007 was immaterial and was included in “Other current liabilities” in the Consolidated Balance Sheet. The open contracts at June 30, 2008 will settle in the fourth quarter of fiscal 2008.

NOTE 12 — NOTES PAYABLE

     In connection with the purchase of Salvador Imaging the Company issued a promissory note to a trust. The trustee, David W. Gardner, became an officer of the Company as a result of the acquisition and held approximately 6% of the outstanding stock in the Company. The note bears interest at 5% per annum, which is payable quarterly. At June 30, 2008 approximately $5.4 million was outstanding, which included approximately $66,000 in interest. Approximately $2.7 million in principle related to this note is due in October 2008 and approximately $2.7 million in principle is due in January 2010.

NOTE 13 — INCOME TAXES

      Tax Provision . For the three and nine months ended June 30, 2008, the Company recorded a provision for income taxes of approximately $255,000 and $559,000, respectively. The Company’s provision for income taxes is primarily due to foreign income taxes. The Company had a provision for income taxes despite a net loss position in the nine month period due primarily to foreign income taxes. The effective tax rates for both the three and nine month periods are different than the statutory rate due primarily to the

PHOTON DYNAMICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

inability to recognize year-to-date domestic tax benefits under FIN 18 “Accounting for Income Taxes in Interim Periods — an interpretation of APB Opinion No. 28.”

     For the three and nine months ended June 30, 2007, the Company recorded a provision for income taxes of approximately $72,000 and $278,000, respectively. The Company had a provision for income taxes despite a net loss position in both periods due primarily to foreign income taxes. The effective tax rates for both periods are different than the statutory rate due primarily to domestic losses that could not be benefited.

      Adoption of FIN 48 . On October 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements in accordance with FASB Statement No. 109, “Accounting for Income Taxes” and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under FIN 48, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, FIN 48 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

     As a result of the implementation of FIN 48, the Company identified that it had unrecognized tax benefits of approximately $3.3 million as of October 1, 2007; however, approximately $2.9 million of these unrecognized tax benefits was fully offset by a valuation allowance. As a result, the Company increased the long-term liability for income taxes payable by approximately $366,000 and accounted for the increase as a cumulative effect of change in accounting principle that resulted in a corresponding decrease in accumulated deficit.

     In accordance with FIN 48, the Company recognizes interest and penalties related to unrecognized tax benefits as a component of income taxes. Interest and penalties were immaterial at the date of adoption and were included in the unrecognized tax benefits. There was no change to the Company’s unrecognized tax benefits for the three and nine months ended June 30, 2008 and 2007.

     The Company is subject to taxation in the U.S. and various states and foreign jurisdictions. All the Company’s tax years will be open to examination by the U.S. federal tax authority and most state tax authorities in which the Company operates due to the Company’s net operating loss and overall credit carryforward position.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

      This Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements included or incorporated by reference in this Quarterly Report on Form 10-Q other than statements of historical fact may be forward-looking statements. You can identify these and other forward-looking statements by the use of words such as “may,” “will,” “could,” “would,” “should,” “plans,” “anticipates,” “relies,” “expects,” “intends,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of such terms, or other comparable terminology. Forward-looking statements also include the assumptions underlying or relating to any such statements. These forward-looking statements are based on current expectations as of the filing date of this Quarterly Report on Form 10-Q and involve a number of uncertainties and risks. These uncertainties and risks include, but are not limited to: our ability to complete the proposed acquisition by Orbotech; our ability to remediate material weaknesses in our internal controls; our ability to attract and retain qualified employees; possible further changes in our customs duty liability; possible civil and criminal liability in connection with customs duty issues; the adoption of new technology by our existing and potential customers; our customers’ response to prevailing economic and market conditions; the changing customer investment climate, which could lead to the impairment of our assets; our ability to successfully migrate our manufacturing operations offshore; our ability to maintain competitive pricing; the introduction of competing products having technological and/or pricing advantages, which would reduce the demand for our products; our ability to operate and integrate our newly acquired subsidiary; and failure to comply with a variety of Untied States and foreign federal, state and local laws and regulation, which could lead to the Company incurring additional penalties, interest and other expenses. As a result, our actual results and end user demand may differ substantially from expectations.

      Our actual results could differ materially from those projected in the forward-looking statements included herein as a result of a number of factors, risks and uncertainties, including the risk factors set forth in Part I Item 1A. “Risk Factors” in our Annual Report on Form 10-K for our fiscal year ended September 30, 2007. The information included in this Quarterly Report on Form 10-Q is as of the filing date with the Securities and Exchange Commission and future events or circumstances could differ significantly from the forward-looking statements included herein. Accordingly, we caution readers not to place undue reliance on such statements and we expressly assume no obligation to update the forward-looking statements included in this report after the date hereof except as required by law.

      The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and notes thereto in Item 1 above and with our financial statements and notes thereto for the year ended September 30, 2007, contained in our Annual Report on Form 10-K , as filed with the SEC on January 24, 2008.

MERGER WITH ORBOTECH, LTD.

     On June 26, 2008, we entered into an Agreement and Plan of Merger and Reorganization dated as of June 26, 2008 (the “Merger Agreement”) among Orbotech Ltd. (“Orbotech”), PDI Acquisition, Inc., an indirect wholly-owned subsidiary of Orbotech (“Merger Sub”) and the Company. The Merger Agreement provides that, upon the terms and conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as an indirect wholly-owned subsidiary of Orbotech. Our board of directors has unanimously approved the Merger and the Merger Agreement. At the effective time and as a result of the Merger, each outstanding share of our common stock will be converted into the right to receive $15.60 in cash, without interest. Consummation of the Merger is subject to the conditions described in the Merger Agreement, including approval by the shareholders of our Company, antitrust and other regulatory approvals, and other customary closing conditions. Orbotech expects to finance the purchase price through a combination of the Company’s cash on hand at closing and debt financing. Consummation of the Merger is not subject to any financing condition. The transaction is expected to close during the second half of calendar year 2008.

     Under the terms of the Merger Agreement, we may be required to pay Orbotech a termination fee of $9,000,000 in the following circumstances:

	•		Following the termination by the Company to accept a superior proposal (as defined in the Merger Agreement);
	•		Following the termination by Orbotech, if the Company’s Board of Directors changes its recommendation or recommends a competing proposal, or fails to reaffirm its recommendation following the public announcement of a competing proposal;
	•		Following the public announcement of a competing proposal that is not withdrawn prior to the special meeting, if (i) such termination results from a failure to obtain the required shareholder vote and (ii) within twelve months after such termination, the Company enters into a definitive agreement relating to an alternative acquisition or consummates an alternative acquisition; or

•

Following the receipt by the Company of a competing proposal that is not withdrawn on or prior to the outside date, if (i) the required shareholder vote is not obtained and (ii) within twelve months after such termination, the Company enters into a definitive agreement relating to an alternative acquisition or consummates an alternative acquisition.

     In addition, under the terms of the Merger Agreement, we have agreed to reimburse up to $2,000,000 of Orbotech’s reasonable out-of pocket expenses if the merger agreement is terminated as a result of the failure to obtain the required shareholder vote or as a result of our breach or material failure to perform any of its representations, warranties or covenants contained in the Merger Agreement; provided, however, that in the event that we pay the $9,000,000 termination fee to Orbotech, we will not be required to also reimburse its expenses.

     In addition, under the terms of the Merger Agreement, Orbotech may be required to pay us a termination fee of $9,000,000 if the Merger Agreement is terminated because clearance by the Committee on Foreign Investment in the United States (“CFIUS”) has not been obtained and all other conditions to the completion of the merger have been met, and following three business days’ notice to Orbotech, Orbotech does not waive the CFIUS closing condition.

     The foregoing description of the Merger and the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which has been filed as an exhibit to our Current Report on Form 8-K as filed with the Securities and Exchange Commission on June 26, 2008.

BUSINESS AND COMPANY OVERVIEW

Our Company

     Photon Dynamics is a global supplier utilizing advanced digital imaging technology for Liquid Crystal Display yield enhancement systems and high-performance digital imaging systems for defense, surveillance, industrial inspection and medical imaging applications. From fiscal 2003 to 2007 we operated in one operating segment: Flat Panel Display. We commenced operations in the High-Performance Digital Imaging segment in July 2007 with our acquisition of Salvador Imaging, Inc., an international supplier of high-performance digital cameras for markets other than the flat panel display industry. Our Flat Panel Display segment is still our largest business segment, accounting for more than 96% of our consolidated revenues during both the three and nine months ended June 30, 2008, and 99% of our consolidated revenues during the twelve months ended September 30, 2007.

Flat Panel Display Segment

      Flat Panel Display Market

     Continuous innovations in microelectronics and materials science have enabled manufacturers, including our customers, to produce flat panel displays with sharper resolution, brighter pixels and faster imaging in varying sizes for differing applications. Growth in the mobile electronic devices market, the desktop computer market and the television market have driven the demand for flat panel displays, which offer reduced footprint, weight, power consumption and heat emission and better picture quality as compared to cathode ray tube displays.

     Active matrix liquid crystal display (“AMLCD”) is the most prevalent and one of the highest performing types of flat panel display available today. An AMLCD uses liquid crystal to control the passage of light. The basic structure of an AMLCD panel consists of two glass panels sandwiching a layer of liquid crystal. The front glass panel is fitted with a color filter, while the back glass panel has transistors fabricated on it. When voltage is applied to a transistor, the liquid crystal is bent, allowing light to pass through to form a pixel. A light source is located at the back of the panel and is called a backlight unit. The front glass panel is fitted with a color filter, which gives each pixel its own color. The combination of these pixels in different colors forms the image on the panel.

     The manufacture of active matrix liquid crystal displays is an extremely complex process, which has been developed and refined for different substrate glass sizes. Glass panels are initially manufactured on large glass substrates which are subsequently cut down to the panel size needed for the application. Each progressive increase in initial glass substrate size is referred to by its “generation.” Manufacturing an active matrix liquid crystal display involves a series of three principal phases — the Array Phase, the Cell Assembly

Phase and the Module Assembly Phase. At various points in the manufacturing process, the flat panel display manufacturer uses test and inspection equipment to identify defects to permit repair and to avoid wasting costly materials on continued manufacturing of a defective product.

     We are a leading global supplier of integrated yield enhancement solutions for the flat panel display market. Our yield management products include our test and repair equipment that are used primarily in the Array phase of production. Our customers use our systems to collect and analyze data from the production line and quickly diagnose and repair process-related defects, thereby allowing manufacturers to decrease material costs and improve throughput. Our customers use our systems to increase manufacturing yields of high performance flat panel displays used in a number of products, including notebook and desktop computers, televisions and advanced mobile electronic devices such as cellular phones, personal digital assistants and portable video games.

     We generate revenue from the sale of our ArrayChecker ^TM and ArraySaver ^TM test and repair equipment and customer support, which includes the sale of spare parts. During fiscal 2007, we also generated revenue from the sale of our PanelMaster ^TM inspection equipment, which was used primarily in the Cell Assembly phase of flat panel display manufacture; however, in November 2006, we announced the discontinuation of our PanelMaster ^TM inspection products.

     We sell our products to manufacturers in the flat panel display industry. Our customers are located primarily in South Korea, Taiwan, Japan, Germany and China. We derive most of our revenue from a small number of customers, and we expect this to continue for the foreseeable future. A substantial percentage of our revenue is derived from the sale of a small number of yield management systems that in fiscal 2007 ranged in price from $450,000 to $3.4 million. Therefore, the timing of the sale of a single system could have a significant impact on our quarterly results.

     Our flat panel display products are manufactured in both San Jose, California and Daejon, Korea. In addition, we have signed outsourcing agreements with third parties to begin limited manufacturing in both Taiwan and China. Our manufacturing activities consist primarily of final assembly and test of components and subassemblies, which are purchased from third party vendors. We schedule production based upon customer purchase orders and anticipated orders during the planning cycle. We generally expect to be able to accept a customer order, build the required machinery and ship to the customer within 20 to 36 weeks.

     We do not consider our business to be seasonal in nature, but it is cyclical with respect to the capital equipment procurement practices of flat panel display manufacturers and is impacted by the investment patterns of these manufacturers in different global markets. We do consider consumer demand for flat panel display products to be seasonal, with peak demand occurring in the latter half of each calendar year. This end-user seasonality drives capacity decisions by flat panel display manufacturers and has a limited influence on the flat panel display manufacturers’ overall investment patterns. However, because new fabrication facilities and upgrades to existing facilities represent significant financial investments and take time to implement, we consider flat panel display manufacturers to have cyclical investment patterns.

      Flat Panel Display Industry Trends

     In calendar year 2007, the majority of flat panel display manufacturers scaled back their investment plans and factory utilization rates until they could evaluate television manufacturing costs, holiday season demand and consumer electronics market issues such as brand strength and high-definition programming formats and availability. However, demand for notebook, monitor and television LCD products was strong during 2007 compared to 2006. Relatively strong demand and the delay in adding new manufacturing capacity during the second half of 2006 and 2007 resulted in supply approaching equilibrium with demand. Industry sources show that during that period panel prices stabilized due to tightening supply, which improved the profitability of LCD manufacturers in the second half of the 2007 calendar year. Flat panel display manufacturers’ efforts to balance supply with demand were realized, improving the health of the flat panel display industry. With supply and demand equilibrium, flat panel display prices stabilized and in some cases increased. Across the industry, flat panel display manufacturers returned to profitability in mid-2007.

     The combination of delayed manufacturing capacity investments over most of calendar year 2007 and strong demand for IT and television displays has created a capacity shortfall, particularly for larger-sized panels. For the past three quarters, flat panel display manufacturers have been investing to add capacity into existing Generation 5, Generation 6 and Generation 7 lines as well as accelerating Generation 8 plans in order meet forecasted demand.

     As a result of the upswing in investment activity by flat panel display manufacturers, we experienced both higher levels of bookings and higher revenue in the nine months ended June 30, 2008 as compared to the same period in the prior fiscal year. However, while we expect that flat panel display manufacturers will continue to make new factory investments and upgrades to

existing factories during the second half of calendar year 2008, we can provide no assurances that this industry recovery will continue at the pace we expect or at all. Recently, there has been unease regarding current market conditions given the decline in panel prices, increases in inventories and the slowing end market demand, particularly in the greater than 40” television segment. A number of flat panel manufacturers are reducing capacity utilization in response to the slowing demand. Consumer demand patterns over the next several quarters will determine if the slowing demand is the result of typical seasonal demand trough or due to macroeconomic concerns. New manufacturing capacity investment for the second half of calendar 2008 and calendar 2009 will be strongly dependent on the supply/demand balance.

High-Performance Digital Imaging Segment

      High-Performance Digital Imaging Market

     High-performance digital cameras are used in the defense, industrial and scientific/medical industries for a variety of applications. In the defense industry, high-performance digital camera applications include targeting, unmanned vehicle guidance, discrimination of decoy versus real targets and daytime and nighttime surveillance. Industrial customers use high-performance digital cameras for inspection, metrology and machine guidance. Scientific and medical industry applications include X-ray, fluoroscopy and applications in the field of veterinary medicine.

     The principal types of high-performance digital cameras include charge-coupled device (“CCD”) cameras, complementary metal-oxide-semiconductor (“CMOS”) cameras, and electron multiplying charge-coupled device (“EMCCD”) cameras. CCD cameras are typically used in applications where very high quality imagery is needed, such as medical, scientific and astronomical applications. While CMOS cameras typically do not offer image quality as high as their CCD counterparts, CMOS offers the advantages of allowing for readouts at higher speeds and higher levels of on-chip circuit integration. CMOS cameras are typically used for industrial machine vision. In EMCCD cameras, an on-chip gain mechanism is employed, which makes it possible to capture images at extremely low light levels. Applications for EMCCDs include night-time perimeter security, military surveillance, astronomy and certain low-light medical applications ranging from cell biology to radiology.

     We offer standard and custom CCD, CMOS and EMCCD cameras to meet the needs of a broad range of defense, industrial and scientific/medical markets. All of our camera products incorporate low noise, precision analog design coupled with proprietary thermal stabilization to provide high quality imaging performance.

     We perform design, assembly, testing and quality control of our high performance digital cameras in-house at our Colorado Springs facility. We utilize an outsourcing strategy for the manufacture of a majority of our components and subassemblies. Production lead times are six to twelve weeks, and camera production is based on customer purchase orders and anticipated orders.

     We are focusing our current research and development on highly-sensitive color and monochrome cameras that can be used to provide daytime and nighttime surveillance capabilities for defense applications and cameras with unique inspection capabilities for industrial applications.

      High-Performance Digital Imaging Industry Trends

     The defense industry is the chief market for products within our High-Performance Digital Imaging segment. Another industry focus for this segment’s products is the medical/scientific industry, specifically as it applies to X-ray in the veterinary industry. If we are successful in developing and marketing our products in this segment, we may significantly increase our revenue derived directly or indirectly from U.S. government contracts awarded to our customers or us under various U.S. government programs. The funding of such programs is subject to the overall U.S. government budget and appropriation decisions and processes which are driven by numerous factors, including geo-political events and macroeconomic conditions that are beyond our control. The unique risks associated with depending on the U.S. government as a significant source of segment revenue are described further in Part II, Item 1A “Risk Factors” in this Quarterly Report on Form 10-Q.

     Although we acquired Salvador Imaging’s existing product base, we are developing new product evaluation units and are actively engaged in marketing and sales activities. We anticipate that the sales cycle for these markets will be lengthy and it is uncertain if and when we will generate significant and sustainable revenue from this new venture.

Backlog

     Our backlog consists of work-in-process and unshipped system orders, unearned revenue and systems in deferred gross margin. As of June 30, 2008, our total backlog was approximately $202.2 million, a majority of which we expect to ship, or to recognize as revenue, within the next six to twelve months. This compares to a total backlog of $60.5 million as of September 30, 2007. All orders are subject to delay or cancellation and any assessable penalties or other provisions may not be collectible or enforceable against our customers due to the limited number of customers. We may also be unable to obtain reimbursement for any costs incurred on a cancelled or postponed order. Because of possible changes in product delivery schedules and cancellation of product orders, among other factors, our backlog may vary significantly and, at any particular date, is not necessarily indicative of actual sales for any succeeding period.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     The preparation of our financial statements and the related disclosures in conformity with accounting principles generally accepted in the United States requires our management to make judgments, assumptions and estimates that affect the amounts reported. Certain of the significant accounting policies used in the preparation of our financial statements are considered to be critical accounting policies, as defined below.

     A critical accounting policy is defined as one that is both material to the presentation of our consolidated financial statements and requires management to make difficult, subjective or complex judgments that could have a material effect on our financial condition and results of operations.

     Estimates and assumptions about future events and their effects cannot be determined with certainty. We base our estimates on historical experience and on various other assumptions that are believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as our operating environment changes. In addition, management is periodically faced with uncertainties, the outcomes of which are not within its control and will not be known for prolonged periods of time. These uncertainties are discussed in Part II, Item 1A “Risk Factors” in this Quarterly Report on Form 10-Q.

     We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Revenue Recognition

     Note 1 of our “Notes to Condensed Consolidated Financial Statements” in Part I Item 1 of this Quarterly Report on Form 10-Q provides a description of our revenue recognition policy. For each arrangement for the sale and installation of equipment, we recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or the services have been rendered, the selling price is fixed or determinable and collectibility is reasonably assured, the latter of which is subject to judgment. If we determine that any of these criteria are not met, we defer revenue recognition until such time as we determine that all of the criteria are met.

     In addition, for arrangements with multiple deliverables, we make additional judgments as to whether each item has value to the customer on a stand-alone basis, whether there is objective and reliable evidence of the fair value of the undelivered items and whether the amounts of revenue for each element are subject to refund. Our determination of whether deliverables within a multiple element arrangement can be treated separately for revenue recognition purposes involves significant estimates and judgments, such as whether fair value can be established on undelivered elements and/or whether delivered elements have stand-alone value to the customer. Changes to our assessment of the accounting units in an arrangement and/or our ability to establish fair values could significantly change the timing of revenue recognition.

     We may, at various times, have a significant deferred gross margin balance relative to our consolidated revenue. Recognition of this deferred gross margin over time can have a material impact on our consolidated revenue and consolidated gross margins in any period and result in significant fluctuations.

     We have a policy to record a provision as necessary for estimated sales returns in the same period as the related revenue is recorded, which is netted against revenue. These estimates are based on historical sales returns and other known factors which have

not varied widely in the past and we do not reasonably expect these factors to significantly change in the foreseeable future. If the historical data we use to calculate these estimates does not properly reflect future returns, additional provisions may be required. Historically, we have not experienced the return of any of our flat panel display systems upon which we have recognized revenue. Due to the relatively high prices of our systems, the return of one of these systems as a sales return would have a material adverse effect on our results of operations.

Allowance for Doubtful Account

     Our trade receivables are derived from sales to flat panel display manufacturers located in South Korea, Taiwan, Japan, Europe and China and sales of high-performance digital imaging camera products to customers in the United States. In order to monitor potential credit losses, we perform periodic evaluations of our customers’ financial condition. We maintain an allowance for doubtful accounts for the potential inability of our customers to make required payments based upon our assessment of the expected collectibility of all accounts receivable. In estimating the provision, we consider (i) historical experience, (ii) the length of time the receivables are past due, (iii) any circumstances of which we are aware regarding a customer’s inability to meet its financial obligations, and (iv) other known factors. We review this provision periodically to assess the adequacy of the provision.

     Historically, losses due to customer bad debts in our flat panel display business have been immaterial, and we expect that this will not change in the foreseeable future. However, if a single customer was unable to make payments, additional allowances may be required. Accordingly, the inability of a single customer to make required payments could have a material adverse effect on our results of operations.

Fair value of financial instruments

     We determine the fair value of our financial instruments based on quoted market prices, where available, or on estimates using present values or other valuation techniques, as appropriate.

     The cost and fair value of our available-for-sale investments are based on the specific identification method, using quoted market prices. In addition to the fair value, we periodically review our investment portfolios to determine if any investment is other-than-temporarily impaired due to changes in credit risk or other potential valuation concerns. We base our judgments of impairment on published ratings by established authorities.

     The fair value for derivative instruments are obtained from quoted market prices and/or discounted cash flow models as appropriate. These contracts require management to exchange currencies at rates agreed upon at the contract’s inception and have terms designed to match the timing of payment from the foreign currency-denominated instrument being hedged. By their very nature, our estimates of anticipated transactions may fluctuate over time and may ultimately vary from actual transactions.

Inventories

     The valuation of inventory requires us to estimate obsolete or excess inventory and inventory that is not saleable. The determination of obsolete or excess inventory requires us to estimate the future demand for our products within specific time horizons, generally twelve months or less. If our demand forecast for specific products is greater than actual demand and we fail to reduce manufacturing output accordingly, we could be required to record additional inventory write-offs, which would have a negative impact on our gross margin.

     We review the adequacy of our inventory valuation on a quarterly basis. For production inventory, our methodology involves matching our on-hand inventory and non-cancellable purchase orders with our demand forecast over the next twelve months on a part-by-part basis. We then evaluate the parts found to be in excess of the twelve-month demand and take appropriate write-downs and write-offs to reflect the risk of obsolescence. This methodology is significantly affected by the demand forecast assumption. Using a shorter or longer time period of estimated demand could result in increased or reduced inventory adjustment requirements, respectively. Based on our past experience, we believe the twelve-month time period to best reflect the reasonable and relative obsolescence risks. If actual demand or usage were to be substantially lower than estimated, additional inventory adjustments for excess or obsolete inventory may be required.

Warranty

     Our warranty policy generally states that we will provide warranty coverage for a period of 12 months from final acceptance. We record the estimated cost of warranty coverage, primarily material and labor to repair and service the equipment, upon product shipment when the related revenue is recognized. Our warranty obligation is affected by product failure rates, consumption of field service parts and the efficiency by which the product failure is corrected. We estimate our warranty cost based on historical data related to these factors.

Goodwill and Intangible Assets

     We do not amortize either goodwill or intangible assets with indefinite useful lives, but rather we review these assets for impairment at least annually and more frequently if there are indicators of impairment. The process for evaluating the potential impairment of goodwill or intangible assets with indefinite useful lives is highly subjective and requires significant judgment at many points during the analysis. Should actual results differ from our estimates, revisions to the recorded amount of goodwill or intangible assets with indefinite useful lives could be reported.

     We amortize intangible assets with finite lives and other long-lived assets over their estimated useful lives and also subject them to evaluation for impairment. We review long-lived assets including intangible assets with finite lives for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable, such as a significant industry downturn, significant decline in the market value of the company, or significant reductions in projected future cash flows. We would recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. We determine impairment, if any, using discounted cash flows. In assessing the recoverability of long-lived assets, including intangible assets, we must make assumptions regarding estimated future cash flows and other factors to determine the fair value of the respective assets. If these estimates or their related assumptions change in the future, we may be required to record additional impairment charges for these assets.

Stock-Based Compensation

     We estimate the fair value of stock options using a Black-Scholes valuation model, consistent with the provisions of Statement of Financial Accounting Standards No. 123R, “Share-Based Payments” (“SFAS No. 123R”) and SEC Staff Accounting Bulleting No. 107. SFAS No. 123R requires the use of option pricing models that were not developed for use in valuing employee stock options. The Black-Scholes option-pricing model was developed for use in estimating the fair value of short-lived exchange traded options that have no vesting restrictions and are fully transferable.

     The Black-Scholes option-pricing model requires the input of highly subjective assumptions, including expected volatility, expected life, expected dividend rate, and expected risk-free interest rate of return. The assumptions for expected volatility and expected life are the two assumptions that significantly affect the grant date fair value. The expected dividend rate and expected risk-free interest rate of return are not significant to the calculation of fair value.

     In addition, SFAS No. 123R requires us to develop an estimate of the number of share-based awards that will be forfeited due to employee turnover. Adjustments in the estimated forfeiture rates can have a significant effect on reported share-based compensation, as we recognize the cumulative effect of a rate adjustment for all expense amortization after October 1, 2005 in the period the estimated forfeiture rates are adjusted. If we adjust forfeiture rates higher than the previously estimated forfeiture rate, we would make an adjustment that would result in a decrease to the expense recognized in the financial statements. If a revised forfeiture rate is lower than the previously estimated forfeiture rate, we would make an adjustment that would result in an increase to the expense recognized in the financial statements. These adjustments would affect our gross margin; research and development expenses; and selling, general and administrative expenses.

Contingencies and Litigation

     We are subject to the possibility of losses from various contingencies. Considerable judgment is necessary to estimate the probability and amount of any loss from such contingencies. We make an assessment of the probability of an adverse judgment

resulting from current and threatened litigation. We accrue the cost of an adverse judgment if, in our estimation and based on the advice of legal counsel, the adverse judgment is probable and we can reasonably estimate the ultimate cost of such a judgment.

     While we were not engaged in any significant litigation matter as of June 30, 2008, on July 25, 2008, a purported stockholder of our Company filed a complaint entitled Capital Partners v. Dr. Malcolm J. Thompson, et al. , in which they allege, among other things, certain breaches of fiduciary duties by our directors in connection with the merger with Orbotech. The relief sought by the plaintiff includes a determination that the class action status is proper, an injunction barring the merger (or if the merger is consummated, a rescission of the merger), corrective disclosures and the payment of compensatory damages and other fees and costs. This lawsuit is described in Part II, Item 1. “Legal Proceedings” in this Quarterly Report on Form 10-Q. Although the ultimate outcome of this matter cannot be determined with certainty, we believe that the complaint is completely without merit and both we and the other defendants intend to vigorously defend this lawsuit.

     In addition, under the terms of the Merger Agreement, the Company may be required to pay Orbotech a termination fee in the amount of $9,000,000 in certain circumstances. See “Merger with Orbotech Ltd.” above for further discussion of the termination fee.

RESULTS OF OPERATIONS

Selected Financial Data

     The percentage of net revenue represented by certain line items in our condensed consolidated statement of operations for the periods indicated are set forth in the table below.

		Three Months Ended								Nine Months Ended
		June 30,								June 30,
		2008				2007				2008				2007
Product revenue			90	%			79	%			88	%			79	%
Customer support and spare parts revenue			10				21				12				21
Total revenue			100				100				100				100
Product cost of revenue			50				70				54				73
Customer support and spare parts cost of revenue			4				8				5				9
Total cost of revenue			54				78				59				82
Gross Margin			46				22				41				18
Operating expenses:
Research and development			16				43				17				43
Selling, general and administrative			20				40				22				34
Restructuring charge (benefit)			—				(1	)			—				3
Impairment of property and equipment			—				—				—				6
Gain on sale of property and equipment			—				—				0				—
Amortization of intangible assets			2				2				3				2
Total operating expenses			38				84				42				88
Income (loss) from operations			8				(62	)			(2	)			(70	)
Interest income and other, net			1				2				2				7
Income (loss) before income taxes			9				(60	)			(0	)			(63	)
Provision for income taxes			1				1				1				1
Net income (loss)			8	%			(61	)%			(1	)%			(64	)%