10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

Commission File Number 001-33155

IPG PHOTONICS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	04-3444218 (I.R.S. Employer Identification Number)
50 Old Webster Road, Oxford, Massachusetts (Address of principal executive offices)	01540 (Zip code)

(508) 373-1100
(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):

Large accelerated filer o Accelerated filer þ  Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

     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 6, 2008, there were 44,611,656 shares of the registrant’s common stock issued and outstanding.

TABLE OF CONTENTS

	Page
Part I. Financial Information
Item 1. Unaudited Interim Financial Statements
Consolidated Balance Sheets: June 30, 2008 and December 31, 2007		3
Consolidated Statements of Operations: Three and Six Months Ended June 30, 2008 and 2007		4
Consolidated Statements of Cash Flows: Six Months Ended June 30, 2008 and 2007		5
Notes to Consolidated Financial Statements		6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		10
Item 3. Quantitative and Qualitative Disclosures About Market Risk		17
Item 4. Controls and Procedures		18
Part II. Other Information
Item 1. Legal Proceedings		18
Item 1A. Risk Factors		19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		19
Item 3. Defaults Upon Senior Securities		19
Item 4. Submission of Matters to a Vote of Security Holders		19
Item 5. Other Information		20
Item 6. Exhibits		21
Signatures		22
EX-10.1 AGREEMENT AND PLAN OF REORGANIZATION
EX-31.1 SECTION 302 CERTIFICATION OF THE CEO
EX-31.2 SECTION 302 CERTIFICATION OF THE CFO
EX-32 SECTION 906 CERTIFICATION OF THE CEO & CFO

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PART I—FINANCIAL INFORMATION

     ITEM 1. UNAUDITED INTERIM FINANCIAL STATEMENTS

IPG PHOTONICS CORPORATION

CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2008			2007
	(In thousands, except share
	and per share data)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	44,926		$	37,972
Marketable securities, at fair value		—			6,950
Accounts receivable, net		37,747			33,946
Inventories, net		76,574			60,412
Income taxes receivable		935			3,145
Prepaid expenses and other current assets		7,759			7,071
Deferred income taxes		8,065			6,195
Total current assets		176,006			155,691
DEFERRED INCOME TAXES		2,654			2,795
PROPERTY, PLANT AND EQUIPMENT, Net		111,207			96,369
OTHER ASSETS		13,164			8,466
TOTAL	$	303,031		$	263,321
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Revolving line-of-credit facilities	$	19,850		$	11,218
Current portion of long-term debt		1,333			—
Accounts payable		9,613			9,444
Accrued expenses and other liabilities		17,313			13,160
Deferred income taxes		940			564
Income taxes payable		1,875			96
Total current liabilities		50,924			34,482
DEFERRED INCOME TAXES AND OTHER LONG-TERM LIABILITIES		2,645			4,204
LONG-TERM DEBT		18,710			20,000
COMMITMENTS AND CONTINGENCIES
MINORITY INTERESTS		5,270			4,455
STOCKHOLDERS’ EQUITY:
Common stock, $0.0001 par value, 175,000,000 shares authorized; 44,520,832 shares issued and outstanding at June 30, 2008; 44,012,341 shares issued and outstanding at December 31, 2007		4			4
Additional paid-in capital		277,875			275,506
Accumulated deficit		(73,796	)		(90,497	)
Accumulated other comprehensive income		21,399			15,167
Total stockholders’ equity		225,482			200,180
TOTAL	$	303,031		$	263,321

See notes to consolidated financial statements.

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IPG PHOTONICS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2008			2007			2008			2007
	(In thousands, except per share data)
NET SALES	$	55,994		$	43,952		$	108,870		$	85,705
COST OF SALES		29,047			23,633			57,523			46,055
GROSS PROFIT		26,947			20,319			51,347			39,650
OPERATING EXPENSES:
Sales and marketing		3,703			2,836			6,850			4,745
Research and development		4,447			2,388			7,321			4,517
General and administrative		6,024			4,989			11,863			9,230
Total operating expenses		14,174			10,213			26,034			18,492
OPERATING INCOME		12,773			10,106			25,313			21,158
OTHER INCOME (EXPENSE), NET:
Interest (expense) income, net		(183	)		117			(278	)		513
Other income (expense), net		489			(8	)		536			36
Total other income		306			109			258			549
INCOME BEFORE PROVISION FOR INCOME TAXES AND MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES		13,079			10,215			25,571			21,707
PROVISION FOR INCOME TAXES		(4,058	)		(3,611	)		(8,055	)		(8,118	)
MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES		(469	)		(216	)		(815	)		(588	)
NET INCOME	$	8,552		$	6,388		$	16,701		$	13,001
NET INCOME PER SHARE:
Basic	$	0.19		$	0.15		$	0.38		$	0.30
Diluted	$	0.19		$	0.14		$	0.36		$	0.29
WEIGHTED-AVERAGE SHARES OUTSTANDING:
Basic		44,355			42,974			44,225			42,942
Diluted		46,132			45,631			46,087			45,616

See notes to consolidated financial statements.

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IPG PHOTONICS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six Months Ended
	June 30,
	2008			2007
	(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	16,701		$	13,001
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		7,525			5,410
Deferred income taxes		(2,934	)		380
Stock-based compensation		1,004			509
Other		(518	)		(384	)
Provisions for inventory, warranty and bad debt		3,489			2,072
Minority interests in consolidated subsidiaries		815			588
Changes in assets and liabilities that provided (used) cash:
Accounts receivable		(2,846	)		(4,651	)
Inventories		(15,751	)		(11,746	)
Prepaid expenses and other current assets		1,032			(2,620	)
Accounts payable		(469	)		2,840
Accrued expenses and other liabilities		(330	)		(273	)
Income and other taxes payable		3,930			(7,117	)
Net cash provided by (used in) operating activities		11,648			(1,991	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant, equipment and intangible assets		(20,325	)		(17,859	)
Proceeds from sale of property, plant and equipment		20			78
Proceeds from sale of marketable securities		5,450			—
Employee and stockholder loans repaid		116			17
Net cash used in investing activities		(14,739	)		(17,764	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from line-of-credit facilities		14,127			20,298
Payments on line-of-credit facilities		(6,041	)		(12,118	)
Proceeds from long-term borrowings		20,043			—
Principal payments on long-term borrowings		(19,499	)		(18,177	)
Exercise of employee stock options and related tax benefit from exercise		1,365			851
Net cash provided by (used in) financing activities		9,995			(9,146	)
EFFECT OF CHANGES IN EXCHANGE RATES ON CASH AND CASH EQUIVALENTS		50			(57	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		6,954			(28,958	)
CASH AND CASH EQUIVALENTS — Beginning of period		37,972			75,667
CASH AND CASH EQUIVALENTS — End of period	$	44,926		$	46,709
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest	$	849		$	350
Income taxes paid	$	5,026		$	13,940
Non-cash transactions:
Additions to property, plant and equipment included in accounts payable	$	271		$	198

See notes to consolidated financial statements.

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IPG PHOTONICS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

     The accompanying unaudited interim consolidated financial statements have been prepared by IPG Photonics Corporation (“IPG”, “we”, “our”, or “the Company”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The consolidated financial statements include our accounts and those of our subsidiaries. All intercompany balances have been eliminated in consolidation. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto in our annual report on Form 10-K for the year ended December 31, 2007.

     In the opinion of our management, the unaudited financial information for the interim periods presented reflects all adjustments necessary for a fair presentation of our financial position, results of operations and cash flows. The results reported in these consolidated financial statements are not necessarily indicative of results that may be expected for the entire year.

2. RECENT ACCOUNTING PRONOUNCEMENTS

     In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, or SFAS 157, which addresses how companies measure fair value when required to use a fair value measurement for recognition or disclosure purposes under generally accepted accounting principles. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. The Company has adopted the provisions of SFAS 157 as of January 1, 2008, for financial instruments. Although the adoption of SFAS 157 did not materially impact our financial condition, results of operations, or cash flow, we are now required to provide additional disclosures as part our financial statements.

     SFAS 157 establishes a three-tier fair value hierarchy, which classifies the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

     As of June 30, 2008, the Company held certain assets and liabilities that are required to be measured at fair value on a recurring basis. These included a foreign exchange forward contract and an interest rate swap with fair values determined using Level 2 of the hierarchy of ($38) and ($67), respectively and auction rate securities with fair values determined using Level 3 of the hierarchy of $1,425.

     In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS No. 159”), which provides companies with an option to report selected financial assets and liabilities at fair value. SFAS No. 159 also establishes presentation and disclosure requirements relating to the use of fair values within the financial statements. The provisions of SFAS No. 159 were effective for the Company beginning January 1, 2008. The Company did not designate any financial assets or liabilities for the accounting allowed by SFAS No. 159, and therefore there was no impact on adoption.

     In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS No. 141 (revised 2007)”), and SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No. 51 (“SFAS No. 160”). SFAS No. 141 (revised 2007) requires an acquirer to measure the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree at their fair values on the acquisition date, with goodwill being the excess value over the net identifiable assets acquired. This standard also requires the fair value measurement of certain other assets and liabilities related to the acquisition such as contingencies and research and development. SFAS No. 160 clarifies that a noncontrolling interest in a subsidiary should be reported as a component of stockholders’ equity in the consolidated financial statements. Consolidated net income should include the net income for both the parent and the noncontrolling interest with disclosure of both

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amounts on the consolidated statement of income. The calculation of earnings per share will continue to be based on income amounts attributable to the parent. The effective date for both statements is for fiscal years beginning after December 15, 2008. The adoption of SFAS No. 141 (revised 2007) is prospective. The adoption of SFAS No. 160 is prospective. The impact on presentation and disclosure is applied retrospectively. We are currently in the process of evaluating the impact, if any, that the adoption of SFAS No. 141 (revised 2007) and SFAS No. 160 will have on our financial position, consolidated results of operations and cash flows.

3. INVENTORIES

     Inventories consist of the following (in thousands):

	June 30,		December 31,
	2008		2007
Components and raw materials	$	28,488	$	25,363
Work-in-process		31,958		25,831
Finished goods		16,128		9,218
Total	$	76,574	$	60,412

4. FINANCING ARRANGEMENTS

     The Company’s borrowings under existing financing arrangements consist of the following (in thousands):

	June 30,			December 31,
	2008			2007
Revolving Line-of-Credit Facilities:
Euro Credit and Overdraft Facilities	$	2,715		$	135
U.S. Line of Credit		17,135			11,083
Total	$	19,850		$	11,218
Term Debt:
Secured Note	$	20,043		$	20,000
Less current portion		(1,333	)		—
Long-term debt	$	18,710		$	20,000

Revolving Line of Credit Facilities:

     U.S. Line of Credit — In June 2008, the Company amended its existing unsecured revolving credit facility in the U.S. increasing the availability of revolving credit under the facility to $35 million from $20 million and extending its maturity date to July 26, 2011 from June 20, 2010. The interest rate for revolving borrowings is unchanged at LIBOR plus 0.8% to 1.2% (3.25% at June 30, 2008). The facility also allows for draw downs by certain subsidiaries in their local currencies.

Term Debt:

     Secured Note — In June 2008, the Company entered into a $20 million term note with a bank due July 26, 2013. Proceeds from the note were used to redeem the $20 million subordinated notes. The new $20 million note is secured by a lien on the

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Company’s real property and buildings in Oxford, Massachusetts and bears interest at a variable rate of LIBOR plus 0.8% to 1.2%. Concurrent with the term note, the Company and the bank entered into an interest rate swap instrument which converts the variable LIBOR rate on the term note to a fixed rate of 4.1%. The interest rate on the notes at June 30, 2008 was 4.9%. The interest rate swap has been designated a cash flow hedge under the provisions of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. The fair value of the swap totaled ($67) at June 30, 2008 and is included in “Deferred Income Taxes and Other Long-Term Liabilities” in the Company’s Consolidated Balance Sheets. The associated change in fair value is included in “Accumulated Other Comprehensive Income”.

5. NET INCOME PER SHARE

     The following table sets forth the computation of diluted net income per share (in thousands, except per share data):

	Three Months				Six Months
	Ended June 30,				Ended June 30,
	2008		2007		2008		2007
Net income	$	8,552	$	6,388	$	16,701	$	13,001
Weighted average shares		44,355		42,974		44,225		42,942
Dilutive effect of common stock equivalents		1,777		2,657		1,862		2,674
Diluted weighted average common shares		46,132		45,631		46,087		45,616
Basic net income per share	$	0.19	$	0.15	$	0.38	$	0.30
Diluted net income per share	$	0.19	$	0.14	$	0.36	$	0.29

     The computation of diluted weighted average common shares excludes 233,000 and 110,000 shares for the three months and six months ended June 30, 2008 and 2007, respectively, because the effect on net income per share would have been anti-dilutive.

6. COMPREHENSIVE INCOME

     Total comprehensive income and its components were as follows (in thousands):

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2008			2007		2008			2007
Net income	$	8,552		$	6,388	$	16,701		$	13,001
Other comprehensive income:
Unrealized loss on secured note interest rate swap		(67	)		—		(67	)		—
Unrealized loss on marketable securities		(75	)		—		(75	)		—
Foreign currency translation adjustment		(1	)		528		6,374			1,103
Comprehensive income	$	8,409		$	6,916	$	22,933		$	14,104

7. COMMITMENTS AND CONTINGENCIES

     In November 2006, the Company was sued for patent infringement relating to certain unspecified fiber amplifier products. The plaintiff has made a complaint for damages of over $10 million, treble damages for alleged willful infringement and injunctive relief. Trial had been set for August 5, 2008. In June 2008, the U.S. Patent and Trademark Office (“USPTO”) ordered re-examination of the patent claims asserted by the plaintiff against the Company based on several prior art references that we submitted in an ex parte re-examination request. The U.S. District Court for the Eastern District of Michigan had previously stayed the litigation until the conclusion of the re-examination. The Company believes it has meritorious defenses and intends to vigorously contest the claims. As such, no amounts have been accrued in respect of this contingency.

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     In February 2008, the Company was sued for patent infringement relating to two product lines used in medical laser applications. The plaintiff has filed a complaint for unspecified damages, treble damages for alleged willful infringement and injunctive relief. The patent asserted in the lawsuit expired in April 2007. In July 2008, the USPTO ordered re-examination of the patents asserted by the plaintiff against the Company and other defendants in the action based on several prior art references submitted in an ex parte re-examination request. The Company believes it has meritorious defenses and intends to vigorously contest the claims as more fully described in Part II, Item 1, “Legal Proceedings.” As such, no amounts have been accrued in respect to this contingency.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     You should read the following discussion in conjunction with our consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward looking statements that are based on management’s current expectations, estimates and projections about our business and operations. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements.”

Overview

     We develop and manufacture a broad line of high-performance fiber lasers, fiber amplifiers and diode lasers for diverse applications in numerous markets. Our diverse lines of low, mid and high-power lasers and amplifiers are used in materials processing, advanced, communications and medical applications. We sell our products globally to original equipment manufacturers, or OEMs, system integrators and end users. We market our products internationally primarily through our direct sales force and also through agreements with independent sales representatives and distributors.

     We are vertically integrated such that we design and manufacture all key components used in our finished products, from semiconductor diodes to optical fiber preforms, finished fiber lasers and amplifiers. Since our formation in 1990, we have been focused on developing and manufacturing high-power fiber lasers and amplifiers.

Factors and Trends That Affect Our Operations and Financial Results

     In reading our financial statements, you should be aware of the following factors and trends that our management believes are important in understanding our financial performance.

     Net sales. Our net sales have historically fluctuated from quarter to quarter. The increase or decrease in sales from a prior quarter can be affected by the timing of orders received from customers, the shipment, installation and acceptance of products at our customers’ facilities, the mix of OEM orders and one-time orders for products with large purchase prices, and seasonal factors such as the purchasing patterns and levels of activity throughout the year in the regions where we operate. Historically, our net sales have been higher in the second half of the year than in the first half of the year. Furthermore, net sales can be affected by the time taken to qualify our products for use in new applications in the end markets that we serve. The adoption of our products by a new customer or qualification in a new application can lead to an increase in net sales for a period, which may then slow until we penetrate new markets or obtain new customers.

     Gross margin. Our total gross margin in any period can be affected by total net sales in any period, product mix, that is, the percentage of our revenue in that period that is attributable to higher or lower-power products, production volumes, and by other factors, some of which are not under our control. Our product mix affects our margins because the selling price per watt is higher for low and mid-power devices than for high-power devices. The overall cost of high-power lasers may be partially offset by improved absorption of fixed overhead costs associated with sales of larger volumes of higher-power products.

     Due to the fact that we have high fixed costs, our costs are difficult to adjust in response to changes in demand. In addition, our fixed costs will increase as we expand our capacity. Gross margins generally have improved because of greater absorption of fixed overhead costs associated with an increase in sales. In addition, absorption of fixed costs can benefit gross margins due to an increase in production that is not sold and placed into inventory. Absorption of fixed costs can adversely impact gross margins if there is lower production and a decrease in inventory that is sold. If the rate at which our fixed costs increases is greater than the growth rate of our net sales or if we have production issues or inventory write-downs, our gross margins could be negatively affected. We also regularly review our inventory for items that are slow-moving, have been rendered obsolete or determined to be excess, and any write-off of such slow-moving, obsolete or excess inventory affects our gross margins.

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     Sales and marketing expense. We expect to continue to expand our worldwide direct sales organization, build and expand applications centers, hire additional personnel involved in marketing in our existing and new geographic locations, increase the number of units used for demonstration purposes and otherwise increase expenditures on sales and marketing activities in order to support the growth in our net sales. As such, we expect that our sales and marketing expenses will increase in the aggregate.

     Research and development expense. We plan to continue to invest in research and development to improve our existing components and products and develop new components and products. We plan to increase the personnel involved in research and development and expect to increase other research and development expenses. As such, we expect that our research and development expenses will increase in the aggregate.

     General and administrative expense. We expect our general and administrative expenses to continue to increase as we expand headcount to support the growth of our company, comply with public company reporting obligations and regulatory requirements and continue to invest in our financial reporting systems. We expect future increases in these expenses to be more moderate than those that we experienced in 2007. Legal expenses vary based upon the stage of litigation, including patent re-examinations, and are expected to increase in the pending litigations as the discovery and trial phases of these litigations occur. Litigation expenses also may increase in response to any future litigation or intellectual property matters, the timing and amount of which may vary substantially from quarter to quarter.

     Major customers. We have historically depended on a few customers for a large percentage of our annual net sales. The composition of this group can change from year to year. Net sales derived from our five largest customers as a percentage of our annual net sales were 37% in 2005, 29% in 2006, 20% in 2007 and 21% for the six months ended June 30, 2008. Sales to our largest customer accounted for 13%, 10%, 7% and 7% of our net sales in 2005, 2006, 2007 and the six months ended June 30, 2008, respectively. We seek to add new customers and to expand our relationships with existing customers. We anticipate that the composition of our net sales to our significant customers will continue to change. If any of our significant customers were to substantially reduce their purchases from us, our results would be adversely affected.

Results of operations for the three months ended June 30, 2008, compared to the three months ended June 30, 2007

     Net sales. Net sales increased by $12.0 million, or 27.4%, to $56.0 million for the three months ended June 30, 2008 from $44.0 million for the three months ended June 30, 2007. The increase was attributable to higher sales of fiber lasers in materials processing applications, where net sales increased by $13.9 million, or 41.9%, advanced applications, where net sales increased by $0.6 million, or 11.5%, and communications applications, where net sales increased by $0.5 million, or 28.1%. These increases were partially offset by a decrease in sales in medical applications of $3.0 million, or 75.9%. The growth in materials processing applications and advanced applications sales resulted primarily from increased sales of pulsed lasers and medium-power lasers and continued market penetration for high-power fiber lasers. The increase in communications applications sales was due to higher sales of telecommunications systems in Russia. The decrease in sales of medical applications was due to lower sales to our largest customer for this application in the United States and resulted in a decrease in sales of low-power lasers.

     Cost of sales and gross margin. Cost of sales increased by $5.4 million, or 22.9%, to $29.0 million for the three months ended June 30, 2008 from $23.6 million for the three months ended June 30, 2007 as a result of increased sales volume. Our gross margin increased to 48.1% for the three months ended June 30, 2008 from 46.2% for the three months ended June 30, 2007. The increase in gross margin was the result of favorable absorption of our fixed manufacturing costs due to high production volumes, part of which was placed into inventories, and favorable product mix related to the increase in sales of medium-power lasers in the quarter ended June 30, 2008. In addition, we recognized approximately $0.5 million of deferred revenue with no associated cost.

     Sales and marketing expense. Sales and marketing expense increased by $0.9 million, or 30.6%, to $3.7 million for the three months ended June 30, 2008 from $2.8 million for the three months ended June 30, 2007, primarily as a result of an increase of $0.4 million in personnel costs related to the expansion of our worldwide direct sales organization, including additional sales personnel in the United States, Germany and Japan. Additionally, the increase resulted from

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a $0.2 million increase in costs related to units used for demonstration purposes. As a percentage of sales, sales and marketing expense remained consistent at 6.6% for the three months ended June 30, 2008 compared to 6.5% for the three months ended June 30, 2007. As we continue to expand our worldwide sales organization, we expect expenditures on sales and marketing to continue to increase in the aggregate.

     Research and development expense. Research and development expense increased by $2.0 million, or 86.2%, to $4.4 million for the three months ended June 30, 2008 from $2.4 million for the three months ended June 30, 2007. This increase was primarily due to an increase of $1.1 million in personnel costs and $0.8 million in materials used for research and development projects. During 2008, we increased the number of personnel performing research and development activities in the United States, Germany and Russia, our three principal research locations. Increases in material used for research and development related primarily to the United States and Russia. In the United States, material use was driven by activities related to new product development, and in Russia, the increase was driven primarily by supplies related to a new research lab. Research and development activity continues to focus on enhancing the performance of our internally manufactured components, refining production processes to improve manufacturing yields and the development of new products operating at different wavelengths and at higher output powers. As a percentage of sales, research and development expense increased to 7.9% for the three months ended June 30, 2008 from 5.4% for the three months ended June 30, 2007.

     General and administrative expense. General and administrative expense increased by $1.0 million, or 20.7%, to $6.0 million for the three months ended June 30, 2008 from $5.0 million for the three months ended June 30, 2007, primarily due to an increase of $0.6 million in personnel expenses as we expanded the general and administrative function to support the growth of the business and $0.3 million of realized and unrealized losses related to foreign currency. As a percentage of sales, general and administrative expense decreased to 10.8% for the three months ended June 30, 2008 from 11.4% for the three months ended June 30, 2007.

     Interest (expense) income, net. Interest (expense) income, net was $0.2 million of net interest expense for the three months ended June 30, 2008 compared to $0.1 million of net interest income for the three months ended June 30, 2007. The change in interest (expense) income, net resulted from higher interest expense due to utilization of credit lines.

     Other income (expense), net. Other income (expense), net was $0.5 million of net other income for the three months ended June 30, 2008 compared to $8,000 of net other expense for the three months ended June 30, 2007. The increase in income related primarily to a $0.5 million gain on the extinguishment of subordinated debt.

     Provision for income taxes. Provision for income taxes increased by $0.5 million to $4.1 million for the three months ended June 30, 2008 from $3.6 million for the three months ended June 30, 2007, representing an effective tax rate of 31.0% for the three months ended June 30, 2008 as compared to an effective tax rate of 35.3% for the three months ended June 30, 2007. The decrease is primarily due to a change in income tax rates in Germany from 38% to approximately 30% which became effective on January 1, 2008.

     Net income. Net income increased by $2.2 million, or 33.9%, to $8.6 million for the three months ended June 30, 2008 from $6.4 million for the three months ended June 30, 2007. Net income as a percentage of our net sales increased by 0.8 percentage points to 15.3% for the three months ended June 30, 2008 from 14.5% for the three months ended June 30, 2007 due to the aforementioned factors.

Results of operations for the six months ended June 30, 2008, compared to the six months ended June 30, 2007

     Net sales. Net sales increased by $23.2 million, or 27.0%, to $108.9 million for the six months ended June 30, 2008 from $85.7 million for the six months ended June 30, 2007. The increase was attributable to higher sales of fiber lasers in materials processing applications, where net sales increased by $25.2 million, or 38.2%, advanced applications, where net sales increased by $1.3 million, or 13.6%, and communications applications, where net sales increased by $1.2 million, or 28.4%. These increases were partially offset by a decrease in sales in medical applications of $4.5 million, or 76.3%. The growth in materials processing applications and advanced applications sales resulted primarily

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from increased sales of pulsed lasers and medium-power lasers and continued market penetration for high-power fiber lasers. The increase in communications applications sales was due to higher sales of telecommunications systems in Russia. The decrease in sales of medical applications was due to lower sales to our largest customer for this application in the United States and resulted in a decrease in sales of low-power lasers.

     Cost of sales and gross margin. Cost of sales increased by $11.4 million, or 24.9%, to $57.5 million for the six months ended June 30, 2008 from $46.1 million for the six months ended June 30, 2007 as a result of increased sales volume. Our gross margin increased to 47.2% for the six months ended June 30, 2008 from 46.3% for the six months ended June 30, 2007. The increase in gross margin was the result of favorable absorption of our fixed manufacturing costs due to high production volumes, part of which was placed into inventories, and favorable product mix in the six months ended June 30, 2008.

     Sales and marketing expense. Sales and marketing expense increased by $2.2 million, or 44.4%, to $6.9 million for the six months ended June 30, 2008 from $4.7 million for the six months ended June 30, 2007, primarily as a result of an increase of $0.9 million in personnel costs and $0.3 million in premises costs related to the expansion of our worldwide direct sales organization, including our new sales office in China and additional sales personnel in the United States, Germany and Japan. Additionally, the increase resulted from a $0.6 million increase in costs related to units used for demonstration purposes. As a percentage of sales, sales and marketing expense increased to 6.3% for the six months ended June 30, 2008 compared to 5.5% for the six months ended June 30, 2007. As we continue to expand our worldwide sales organization, we expect expenditures on sales and marketing to continue to increase in the aggregate.

     Research and development expense. Research and development expense increased by $2.8 million, or 62.1%, to $7.3 million for the six months ended June 30, 2008 from $4.5 million for the six months ended June 30, 2007. This increase was primarily due to an increase of $1.7 million in personnel costs and $1.1 million in materials used for research and development projects. During 2008, we have increased the number of personnel performing research and development activities in the United States, Germany and Russia. Increases in material used for research and development related primarily to the United States and Russia. In the United States, material use was driven by activities related to new product development, and in Russia, the increase was driven primarily by supplies related to a new research lab. Research and development activity continues to focus on enhancing the performance of our internally manufactured components, refining production processes to improve manufacturing yields and the development of new products operating at different wavelengths and at higher output powers. As a percentage of sales, research and development expense increased to 6.7% for the six months ended June 30, 2008 from 5.3% for the six months ended June 30, 2007.

     General and administrative expense. General and administrative expense increased by $2.7 million, or 28.5%, to $11.9 million for the six months ended June 30, 2008 from $9.2 million for the six months ended June 30, 2007, primarily due to an increase of $1.3 million in personnel expenses as we expanded the general and administrative function to support the growth of the business, $0.9 million in legal costs due to patent litigation defense fees and increased expenses related to the office in China we opened in the second quarter of 2007. As a percentage of sales, general and administrative expense remained consistent at 10.9% for the six months ended June 30, 2008 compared to 10.8% for the six months ended June 30, 2007.

     Interest (expense) income, net. Interest (expense) income, net was $0.3 million of net interest expense for the six months ended June 30, 2008 compared to $0.5 million of net interest income for the six months ended June 30, 2007. The change in interest (expense) income, net resulted from higher interest expense due to utilization of credit lines.

     Other income (expense), net. Other income (expense), net was $0.5 million of net other income for the six months ended June 30, 2008 compared to $36,000 of net other income for the six months ended June 30, 2007. The increase in income related primarily to a $0.5 million gain on the extinguishment of subordinated debt.

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     Provision for income taxes. Provision for income taxes was $8.1 million for the six months ended June 30, 2008 and 2007, representing an effective tax rate of 31.5% for the six months ended June 30, 2008 as compared to an effective tax rate of 37.4% for the six months ended June 30, 2007. The decrease is primarily due to a change in income tax rates in Germany from 38% to approximately 30% which became effective on January 1, 2008.

     Net income. Net income increased by $3.7 million, or 28.5%, to $16.7 million for the six months ended June 30, 2008 from $13.0 million for the six months ended June 30, 2007. Net income as a percentage of our net sales increased to 15.3% for the six months ended June 30, 2008 from 15.3% for the six months ended June 30, 2007 due to the aforementioned factors.

Liquidity and Capital Resources

     Our principal sources of liquidity as of June 30, 2008 consisted of cash and cash equivalents of $44.9 million, unused credit lines and overdraft facilities of $44.5 million and working capital (excluding cash) of $80.2 million. This compares to cash and cash equivalents of $38.0 million, marketable securities of $7.0 million, unused overdraft facilities of $39.9 million and working capital (excluding cash) of $83.2 million as of December 31, 2007. The increase in cash and cash equivalents of $6.9 million from December 31, 2007 relates primarily to cash provided by operating activities during the six months ended June 30, 2008, sales of marketable securities of $5.5 million and net proceeds from our credit lines of $8.1 million, partially offset by capital expenditures and the acquisition of intangible assets totaling $20.3 million.

     We held approximately $1.4 million in auction-rate securities (ARSs) at June 30, 2008, all of which is included in other long-term assets, as compared to $7.0 million at December 31, 2007, which was included in marketable securities. Our investments in ARSs at June 30, 2008 consisted solely of taxable municipal debt securities. None of the ARSs in our portfolio are collateralized debt obligations (CDOs) or mortgage-backed securities.

     As a result of recent auction failures, we continue to hold the ARSs not subject to redemption and the issuers are required to pay interest on the ARSs at the maximum contractual rate. As these auction failures have affected our ability to access these funds in the near term, we have classified these as long-term available for sale securities. Additionally, we have assessed the fair value of these instruments and have identified a temporary decline in their market value related to the lack of liquidity. As a result, we carry these ARSs at 95% of their face value and have recorded a temporary impairment charge to other comprehensive income during the quarter ended June 30, 2008. These ARSs are insured and are rated Aaa/AAA by Moody’s and Standard & Poor’s and AA by Fitch. If the credit rating of the issuer of the ARSs were to deteriorate, we may be required to further adjust the carrying value of these investments by recording additional impairment charges, or impairment could be considered other than temporary, in which case impairment charges would be reflected in current income. Based on our ability to access our cash, our expected operating cash flows and our available credit lines, we do not expect that the current lack of liquidity in our investments in ARSs will have a material impact on our overall liquidity, financial condition or results of operations.

     During the quarter ended June 30, 2008, we refinanced our $20.0 million subordinated notes with long-term debt consisting of a $20.0 million secured, variable-rate term note described in Note 4 to our consolidated financial statements, which matures in July 2013. As part of this refinancing, we also increased our existing U.S. revolving line of credit from $20 million to $35 million. We expect that the existing cash and marketable securities, our cash flows from operations and our existing lines of credit will be sufficient to meet our liquidity and capital needs for the foreseeable future. Our future long-term capital requirements will depend on many factors including our rate of net sales growth, the timing and extent of spending to support development efforts, the expansion of our sales and marketing activities, the timing and introductions of new products, the need to ensure access to adequate manufacturing capacity and the continuing market acceptance of our products. We have made no arrangements to obtain additional financing, and there is no assurance that such additional financing, if required or desired, will be available in amounts or on terms acceptable to us, if at all.

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     The following table details our line-of-credit facilities as of June 30, 2008:

Description	Available Principal	Interest Rate	Maturity	Security
U.S. Revolving Line of Credit	Up to $35 million	LIBOR plus 0.8% to 1.2%, depending on the Company’s performance	July 2011	Unsecured
Euro Credit Facility (Germany) (1)	Euro 15.0 million ($23.7 million)	5.44%	June 2010	Unsecured, guaranteed by parent company
Euro Overdraft Facilities	Euro 3.0 million ($4.7 million)	6.20%-6.95%	Between September 2008 and September 2009	Common pool of assets of German and Italian subsidiaries
Japanese Overdraft Facility	JPY 100 million ($0.9 million)	2.5%	September 2008	Common pool of assets of Japanese subsidiary

(1) This credit facility bears interest at Euribor + 1.0% or EONIA + 1.0%.

     The financial covenants in our loan documents may cause us to not take or to delay investments and actions that we might otherwise undertake because of limits on capital expenditures and amounts that we can borrow or lease. In the event that we do not comply with any one of these covenants, we would be in default under the loan agreement or loan agreements, which may result in acceleration of the debt, cross-defaults on other debt or a reduction in available liquidity, any of which could harm our results of operations and financial condition. We were in compliance with all financial covenants of our loan agreements as of June 30, 2008.

     Operating activities. Net cash provided by operating activities in the six months ended June 30, 2008 increased by $13.6 million to cash provided by operating activities of $11.6 million from cash used in operating activities of $2.0 million in the six months ended June 30, 2007. The increase in net cash provided by operating activities in the first six months of 2008 compared to the first six months of 2007 primarily resulted from:

• an increase in net income after adding back non-cash charges of $4.5 million;

• an increase in taxes payable of $3.9 million in 2008 as compared to a decrease of $7.1 million due to tax prepayments in Germany in 2007;

• a decrease in accounts receivable of $2.8 million in 2008 as compared to a decrease of $4.7 million in 2007;

• a decrease in prepayments and other current assets of $1.0 million in 2008 as compared to an increase of $2.6 million in 2007; partially offset by

• cash used to finance inventory of $15.8 million in 2008 as compared to cash used of $11.7 million in 2007 primarily related to an increase in work in process and finished goods; and

• a decrease in accounts payable of $0.5 million in 2008 as compared to an increase of $2.8 million in 2007.

     Given our vertical integration, rigorous and time-consuming testing procedures for both internally manufactured and externally purchased components and the lead time required to manufacture components used in our finished product, the rate at which we turn inventory has historically been low when compared to our cost of sales. Also, our high growth rate requires investment in inventories to support future sales and enable us to quote short delivery times to our customers, providing what we currently believe is a competitive advantage. Furthermore, if there was a disruption to the manufacturing capacity of any of our key technologies, our inventories of components should enable us to continue to build finished products for a period of time. We do not expect this to change significantly in the future and believe that we will have to maintain a relatively high level of inventory compared to our cost of sales. As a result, we expect to have a significant amount of working capital invested in inventory. A reduction in our level of net sales or the rate of growth of our net sales from their current levels would mean that the rate at which we are able to convert our inventory into cash would decrease.

     Investing activities. Net cash used in investing activities was $14.7 million and $17.8 million in the six months ended June 30, 2008 and 2007, respectively. The cash used in investing activities in 2008 was primarily related to

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$20.3 million of capital expenditures on property, plant and equipment and intangible assets which was partially offset by $5.5 million of proceeds from the sale of marketable securities. The cash used in investing activities in 2007 was related to capital expenditures on property, plant and equipment of $17.9 million, primarily in the United States and Germany. In 2008 and 2007, capital expenditures in the United States, Germany, and Russia related to facilities and equipment for diode wafer growth, burn-in test stations and packaging as well as new fiber assembly and component production facilities. We expect our capital expenditures to be in the range of $12 million to $15 million for the remainder of the year ended December 31, 2008. We expect to continue to invest in property, plant and equipment and to use a significant amount of our cash generated from operations to finance capital expenditures, including the expansion of our manufacturing capacity, the acquisition of additional sales and application facilities and the purchase of production equipment. The timing and extent of any capital expenditures in and between periods can have a significant effect on our cash flow. Many of the capital expenditure projects that we undertake have long lead times and are difficult to cancel or defer in the event that our net sales are reduced or if our rate of growth slows, with the result that it would be difficult to defer committed capital expenditures to a later period.

     Financing activities. Net cash provided by financing activities was $10.0 million in the six months ended June 30, 2008 as compared to net cash used in financing activities of $9.1 million in the six months ended June 30, 2007. The cash provided by financing activities in 2008 was related to the net proceeds of $8.1 million from the use of our credit lines. Net cash used in financing activities in 2007 related to repayment of our long-term bank debt, partially offset by the net proceeds from the use of our credit lines.

     Cautionary Statement Regarding Forward-Looking Statements

     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, and we intend that such forward-looking statements be subject to the safe harbors created thereby. For this purpose, any statements contained in this Quarterly Report on Form 10-Q except for historical information are forward-looking statements. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. In addition, any statements that refer to projections of our future financial performance, trends in our businesses, or other characterizations of future events or circumstances are forward-looking statements.

     The forward-looking statements included herein are based on current expectations of our management based on available information and involve a number of risks and uncertainties, all of which are difficult or impossible to accurately predict and many of which are beyond our control. As such, our actual results may differ significantly from those expressed in any forward-looking statements. Factors that may cause or contribute to such differences include, but are not limited to, those discussed in more detail in Item 1, “Business” and Item 1A, “Risk Factors” of Part I of our Annual Report on Form 10-K for the period ended December 31, 2007. Readers should carefully review these risks, as well as the additional risks described in other documents we file from time to time with the Securities and Exchange Commission. In light of the significant risks and uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by us or any other person that such results will be achieved, and readers are cautioned not to rely on such forward-looking information. We undertake no obligation to revise the forward-looking statements contained herein to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Recent Accounting Pronouncements

     The Company adopted SFAS No. 157, Fair Value Measurements (“SFAS No. 157”) effective January 1, 2008. The provisions of SFAS No. 157 are more fully described in the Notes to Consolidated Financial Statements in Part I, Item 1. The Company’s initial adoption of SFAS No. 157 did not have a material effect on its financial condition or results of operations. However, the Company is still in the process of evaluating this standard with respect to its effect on nonfinancial assets and liabilities and therefore has not yet determined the impact that it will have on its financial statements upon full adoption.

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     The Company also adopted SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS No. 159”) effective January 1, 2008. The provisions of SFAS No. 159 are more fully described in the Notes to Consolidated Financial Statements in Part I, Item 1. The Company did not designate any financial assets or liabilities for the accounting allowed by SFAS No. 159, and therefore there was no impact on adoption.

     In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS No. 141 (revised 2007)”), and SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No. 51 (“SFAS No. 160”). The provisions of these pronouncements are more fully described in the Notes to Consolidated Financial Statements in Part I, Item 1. The effective date for both statements is for fiscal years beginning after December 15, 2008. The Company is currently in the process of evaluating the impact, if any, that the adoption of SFAS No. 141 (revised 2007) and SFAS No. 160 will have on our financial position, consolidated results of operations and cash flows.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We are exposed to market risk in the ordinary course of business, which consists primarily of interest rate risk associated with our cash and cash equivalents and our debt and foreign exchange rate risk and market risk on our auction rate securities.

     Auction Rate Securities. We held approximately $1.4 million in auction-rate securities (“ARSs”) at June 30, 2008, which are included in other long-term assets, as compared to $7.0 million at December 31, 2007. Our investments in ARSs at June 30, 2008 consisted solely of taxable municipal debt securities. None of the ARSs in our portfolio are collateralized debt obligations (“CDOs”) or mortgage-backed securities.

     The most recent auctions for these ARSs in June 2008 failed and it is uncertain whether future auctions relating to these securities will be successful in resetting a market rate of interest for the ARSs. If an auction is unsuccessful, the terms of the ARSs provide that the issuer will pay interest at the maximum contractual rate and that we will hold these securities until their next scheduled auction reset dates. For the $1.4 million of the ARSs we continue to hold, the auction reset dates occur every 35 days. Our ability to dispose of these ARSs at the subsequent auction reset date depends on whether or not the auction is successful. Therefore, failed auctions may limit the short-term liquidity of these investments.

     While these auction failures have affected our ability to access these funds in the near term, we do not believe that the fair value of the ARSs has been materially or permanently affected because no default has occurred, the ARSs are insured, and they are rated Aaa/AAA by Moody’s and Standard & Poor’s and AA by Fitch. Nonetheless, we have reduced the carrying value of the ARSs we continue to hold available for sale to 95% of their face value, which we estimate to be the fair value. The reduction in value has been recorded in other comprehensive income because we believe such reduction is temporary. If the credit rating of the issuer of the ARSs were to deteriorate, we may be required to further adjust the carrying value of these investments and future changes in the carrying value may have to be recorded as an impairment charge to the income statement if we believe that the reduction in value is other than temporary.

     Interest rate risk. Our investments have limited exposure to interest risk. To minimize this risk, we maintain a portfolio of cash, cash equivalents and short-term investments, consisting primarily of bank deposits, money market funds and short-term government funds. The interest rates are variable and fluctuate with current market conditions. Because of the short-term nature of these instruments, a sudden change in market interest rates would not be expected to have a material impact on our financial condition or results of operations.

     Our exposure to interest risk also relates to the increase or decrease in the amount of interest expense we must pay on our bank debt and borrowings on our bank credit facilities. The interest rate on our term debt is based on one-month LIBOR. We have entered into an interest rate swap agreement designated as a cash flow hedge under the provisions of SFAS No. 133 to swap one-month LIBOR for a fixed rate of 4.1% as more fully described in Note 4 to Consolidated

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Financial Statements. Our U.S. revolving line of credit , Euro and Yen overdraft facilities are each variable rate facilities. Approximately 50% of our outstanding debt had a fixed rate of interest as of June 30, 2008. We do not believe that a 10% change in market interest rates would have a material impact on our financial position or results of operations.

     Exchange rates. Due to our international operations, a significant portion of our net sales, cost of sales and operating expenses are denominated in currencies other than the U.S. dollar, principally the euro and the Japanese yen. As a result, our international operations give rise to transactional market risk associated with exchange rate movements of the U.S. dollar, the euro and the Japanese yen. Gains and losses on foreign exchange transactions are reported as a component of general and administrative expense and totaled a $0.3 million loss and a $0.5 million gain for the three months ended June 30, 2008 and 2007, respectively. Changes in exchange rates can also affect our financial results. If exchange rates in the three months ended June 30, 2008 had been the same as in the previous year, we estimate that our sales would have been lower by approximately $3.0 million. If exchange rates in the six months ended June 30, 2008 had been the same as in the previous year, we estimate that our sales would have been lower by approximately $6.2 million. Additionally, we estimate that cost of sales and operating expenses would have been lower by approximately $3.0 and $5.2 million for the three and six months ended June 30, 2008, respectively.

     During the quarter ended June 30, 2008, we entered into a euro 4 million forward contract, which is not designated as a hedge, to manage our foreign currency exposures. The fair value of the forward contract is included in other long-term liabilities on our consolidated balance sheets and the change in fair value of $38,000 has been included in foreign exchange gains and losses on our consolidated income statements. Management believes that the use of foreign currency financial instruments reduces the risks of certain foreign currency transactions, however, these instruments provide only limited protection. We will continue to analyze our exposure to currency exchange rate fluctuations and may engage in additional financial hedging techniques in the future to attempt to minimize the effect of these potential fluctuations. Exchange rate fluctuations may adversely affect our financial results in the future.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

     Under the supervision of our chief executive officer and our chief financial officer, our management has evaluated the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this Quarterly Report on Form 10-Q (the “Evaluation Date”). Based upon that evaluation, our chief executive officer and our chief financial officer have concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective.

Changes in Internal Controls

     There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     From time to time, we are party to various legal proceedings and other disputes incidental to our business. There have been no material developments in the second quarter of 2008 with respect to those proceedings previously reported in our Annual Report on Form 10-K for the year ended December 31, 2007, except as follows:

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     On June 3, 2008, the U.S. Patent and Trademark Office (“USPTO”) ordered re-examination of the patent claims asserted by IMRA America, Inc. against the Company based on several prior art references that we submitted in an ex parte re-examination request. The U.S. District Court for the Eastern District of Michigan had previously stayed the litigation until the conclusion of the re-examination.

     We filed an answer with the United States District Court for the District of Massachusetts to the complaint by CardioFocus, Inc. We denied infringement and raised additional defenses that the patent is invalid and unenforceable. In addition, we filed declaratory judgment counterclaims based on these three defenses and we and three other defendants petitioned the USPTO to re-examine the patent asserted against us based upon several prior art references. In July 2008, the USPTO granted the re-examination request of another defendant and ordered re-examination of the patent claims asserted against us by CardioFocus, Inc. The USPTO is considering our re-examination request as well as two re-examination requests filed by other defendants in the action. Also, the plaintiff in this litigation recently alleged that the Company infringes claims of two additional patents and we are investigating a response to such allegations. Discovery has not yet commenced and the trial is scheduled for January 2010.

ITEM 1A. RISK FACTORS

     In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2007, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

     None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     At the annual meeting of stockholders of IPG Photonics Corporation held on June 10, 2008, the stockholders considered and voted upon proposals to (i) re-elect the nine members of our board of directors to one-year terms, (ii) ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2008 and (iii) approve the 2008 Employee Stock Purchase Plan. Of the 42,358,458 shares present or represented by proxy at the meeting, the following number of shares were voted for, against or withheld and abstained:

1. Re-election of directors:

			Votes
Nominee	Votes For		Withheld
Valentin P. Gapontsev, Ph.D.		41,906,446		452,012
Eugene Shcherbakov, Ph.D.		41,911,517		446,941
Igor Samartsev		35,434,792		6,923,666

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			Votes
Nominee	Votes For		Withheld
Robert A. Blair		42,211,250		147,208
Michael C. Child		42,279,128		79,330
John H. Dalton		38,083,236		4,275,222
Henry E. Gauthier		42,278,146		80,312
William S. Hurley		42,216,298		142,160
William F. Krupke, Ph.D.		41,156,445		1,202,013

2. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2008:

Votes For	Votes Withheld	Abstentions
42,274,537	59,380	24,541

3. Approval of 2008 Employee Stock Purchase Plan:

Votes For	Votes Withheld	Abstentions
38,025,721	373,095	10,184

ITEM 5. OTHER INFORMATION

     On August 5, 2008, we agreed to purchase the minority interests in our majority-owned subsidiary NTO IRE-Polus (“IRE-Polus”) from Valentin P. Gapontsev, our Chief Executive Officer and Chairman of the Board, and Igor Samartsev, a member of our Board of Directors and Acting General Manager of IRE-Polus. The purchase prices to be paid to Dr. Gapontsev and Mr. Samartsev for their minority interests are $5,169,300 and $948,673, respectively. Under the Agreement and Plan of Reorganization dated August 5, 2008 (the “Agreement”) among IPG Photonics Corporation, IPG Laser GmbH, Dr. Gapontsev and Mr. Samartsev, we will issue to Dr. Gapontsev and Mr. Samartsev 247,690 and 45,456 shares, respectively, of our common stock in payment of the purchase price. The purchase price was determined based on the net asset value of IRE-Polus at June 30, 2008. After giving effect to the purchases of the IRE-Polus interests from Dr. Gapontsev and Mr. Samartsev and other minority interest purchases that have been previously agreed upon, we would own 100% of IRE-Polus. The transaction is expected to close in October 2008, subject to filing required government notices and receiving required government approvals.

     The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is attached as an exhibit to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

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ITEM 6. EXHIBITS

     (a) Exhibits

Exhibit
No.	Description
10.1	Agreement and Plan of Reorganization among the Registrant, IPG Laser GmbH, Valentin P. Gapontsev and Igor Samartsev, dated as of August 5, 2008.
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 1350

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

	IPG PHOTONICS CORPORATION
Date: August 8, 2008	By:	/s/ Valentin P. Gapontsev
		Valentin P. Gapontsev
		Chairman and Chief Executive Officer (Principal Executive Officer)
Date: August 8, 2008	By:	/s/ Timothy P.V. Mammen
		Timothy P.V. Mammen
		Vice President and Chief Financial Officer (Principal Financial Officer)

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EX-10.1

Exhibit 10.1

AGREEMENT AND PLAN OF REORGANIZATION

     THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”), dated as of August 5, 2008, among IPG Photonics Corporation, a Delaware corporation (the “Company”), IPG Laser GmbH, a German company (“IPGL”), and Dr. Valentin Gapontsev (“Gapontsev”) and Igor Samartsev (“Samartsev” together with Gapontsev, “Sellers” and each a “Seller”).

I.	The Company owns 100% of IPGL, and IPGL owns a 66.0% participation interest in “Scientific and Technical Association” “IRE-Polus”, a Russian limited liability company (“IRE”).
II.	Gapontsev and Samartsev own respectively 26.7% and 4.9% participation interests (“Interests”) in IRE.
III.	IPGL wants to acquire all of Sellers’ Interests in IRE, and Sellers desire to exchange all of their respective Interests in IRE in exchange solely for voting shares (“Photonics Common Stock”) of the Company in a transaction (‘Transaction”) that the parties intend qualifies as a reorganization within the meaning Section 368(a)(1)(B) of the U.S. Internal Code of 1986, as amended (“Code”).
	Accordingly, each of the parties agrees as follows:

1. TRANSFER OF INTERESTS AND ISSUANCE OF PHOTONICS COMMON STOCK

     1.1 Closing. Subject to the satisfaction or waiver of the conditions in Section 4 below, the exchange of Interests in IRE and the Photonics Common Stock shall take place in Moscow, Russia, at a place to be determined, at 4:00 p.m., on September 25, 2008 or at such other time and place as the Company and the Sellers mutually agree upon (which time and place are designated as the “Closing”). The purchase price for the Interests to be sold by Gapontsev and Samartsev are $5,169,300 and $948,673 respectively (“Purchase Price”), which shall be paid in the form of validly issued, non-assessable unregistered shares of Photonics Common Stock, valued at the closing price of the Photonics Common Stock on the third trading day after the date of this Agreement. At the Closing, each Seller shall sell and sign over to IPGL all Interests in IRE then held by him and IPGL shall cause to be delivered to each Seller a certificate representing the Photonics Common Stock being issued to each Seller in consideration for their respective Interests (collectively, the “Exchange”). The date of the Exchange is referred to herein as the “Closing Date.”

     1.2 U.S. Tax. The parties intend that (i) the Transaction qualifies as a Section 368(a)(1)(B) reorganization, and (ii) the exchange of each of the Seller’s respective Interests for Photonics Common Stock of equivalent fair market value qualifies for tax-free treatment to each Seller under Section 354 of the Code. The parties agree that they will take no U.S. tax position inconsistent with such intended treatment. The parties agree to prepare, execute and file all

required notices and forms with the U.S. Internal Revenue Service (“IRS”) as may be necessary or advisable to order to effectuate the intent of this Section 1.2, including but not limited to forms, agreements and notices under Sections 368 and 367 of the Code and IRS regulations thereunder.

2.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND IPGL
	Each of the Company and IPGL hereby represents and warrants to each Seller as follows:

     2.1 Organization, Good Standing And Qualification. Each of the Company and IPGL is a company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. Each of the Company and IPGL is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties.

     2.2 Authorization and Enforceability. All corporate action on the part of the Company and IPGL, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company and IPGL hereunder and the authorization, issuance and delivery of the Photonics Common Stock has been taken or will be taken prior to the Closing, and this Agreement constitutes a valid and legally binding obligation of the Company and IPGL, enforceable against each in accordance with its respective terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other laws of general application affecting enforcement of creditor’s rights generally, and except as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

     2.3 Validity of Shares. The Photonics Common Stock, when issued in compliance with the provisions of this Agreement, will be validly issued and will be fully paid and non-assessable and will be free of any liens or encumbrances other than those created by or imposed upon the holders thereof through no action of the Company, and the Photonics Common Sock will be free of restrictions on transfer, other than the restrictions on transfer under this Agreement and under applicable state and federal securities laws.

     2.4 Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company or IPGL is required in connection with the consummation of the transactions contemplated by this Agreement, except such filings as may be required under applicable Russian anti-trust laws and applicable U.S. state and federal securities laws, which filings will be timely filed within the applicable periods therefor.

3. REPRESENTATIONS AND WARRANTIES OF EACH SELLER

     Each Seller hereby severally, but not jointly, represents and warrants to the Company and IPGL that:

     3.1 Authorization And Enforceability. This Agreement, when executed and delivered by such Seller, will constitute a valid and legally binding obligation of such Seller,

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enforceable against each in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other laws of general application affecting enforcement of creditor’s rights generally, and except as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

     3.2 Validity Of Interests. The IRE participation interests owned by such Seller are validly issued and fully paid and non-assessable and are free of any liens or encumbrances other than those created by or imposed upon the holders thereof through no action of such Seller.

     3.3 Securities Laws.

          (a) Such Seller understands that the Photonics Common Stock is not registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. Such Seller understands that the offering and sale of the Photonics Common Stock is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) thereof and the provisions of Regulation D promulgated thereunder, based, in part, upon the representations, warranties and agreements of the Seller contained in this Agreement. Each Seller acknowledges that the Company has no obligation to register the Photonics Common Stock under the Securities Act or any state securities laws.

          (b) Such Seller understands that neither the Securities and Exchange Commission, any state securities commission nor any other regulatory authority has approved the Photonics Common Stock or reviewed or passed upon or endorsed the merits of an offering of the Photonics Common Stock or confirmed the accuracy or determined the adequacy of any materials of the Company submitted to him.

          (c) Each Seller is aware that an investment in the Photonics Common Stock involves a number of significant risks, including industry, economic, operating, financial, liquidity, supply, intellectual property and other risks. Each Seller has reviewed the Form 10-K for the year ended December 31, 2007 (the “Form 10-K”) filed by the Company with the Securities and Exchange Commission, including the risk factors set forth therein.

          (d) Each Seller has received the audited financial statements of the Company as of and for the period ended December 31, 2007 contained in the Form 10-K and the unaudited interim financial statements as of and for the period ended March 31, 2008, and all other documents requested by such Seller, has carefully reviewed them and understands the information contained therein. Each Seller has had a reasonable opportunity to ask questions of, receive answers and obtain any additional information from a person or persons acting on behalf of the Company concerning the offering of the Photonics Common Stock and the business, financial condition, results of operations, litigation, and prospects of the Company, and all such questions have been answered to the full satisfaction of such Seller. Each Seller has had the opportunity to obtain any additional information to the extent the Company had such information in its possession or could acquire it without unreasonable effort or expense and has had the opportunity to have representatives of the Company provide him with such additional information regarding the terms and conditions of this investment and the financial condition,

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results of operations, business and prospects of the Company deemed relevant by such Seller. Each Seller has had access to the same kinds of information about the Company that would be contained in a registration statement filed by the Company under the Securities Act. All documents, records, and books pertaining to the investment in the Photonics Common Stock have been made available for inspection by each Seller.

          (e) The Sellers are unaware of, are in no way relying on, and did not become aware of the offering of the Photonics Common Stock through or as a result of any form of general solicitation or general advertising.

          (f) Each Seller has such knowledge and experience in financial, tax, and business matters, and, in particular, investments in securities, so as to enable such Seller to utilize the information made available to such Seller in connection with the offering of the Photonics Common Stock to evaluate the merits and risks of an investment in the Photonics Common Stock and the Company and to make an informed investment decision with respect thereto.

          (g) Each Seller is acquiring the Photonics Common Stock solely for such Seller’s own account for investment and not with a view to resale or distribution thereof, in whole or in part. Neither Seller has any agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Photonics Common Stock and neither Seller has any plans to enter into any such agreement or arrangement.

          (h) Each Seller is willing and able to bear the substantial economic risks of the investment in the Photonics Common Stock, including the risk of loss of such Seller’s entire investment, indefinitely because none of the Photonics Common Stock may be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. Each Seller understands that legends will be placed on the Photonics Common Stock to the effect that it has not been registered under the Securities Act or applicable state securities laws and appropriate notations thereof will be made in the Company’s stock books. Stop transfer instructions will be placed with the transfer agent of the securities constituting the Photonics Common Stock.

          (i) Each Seller has adequate means of providing for such Seller’s current financial needs and foreseeable contingencies and has no need for liquidity of such Seller’s investment in the Photonics Common Stock for an indefinite period of time.

          (j) Each Seller is a member of the Board of Directors of the Company, has had access to books and records of the Company and has had the opportunity to ask and receive answers to questions regarding an investment in the Photonics Common Stock. Each Seller meets the requirements of at least one of the suitability standards for an “accredited investor” as set forth on the Accredited Investor Certification attached hereto.

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4. CLOSING

     4.1 Company’s AND IPGL’s Conditions. The Company’s and IPGL’s obligations to consummate the Exchange shall be subject to the fulfillment or waiver at the Closing of the following conditions:

          (a) All required notices to and permits and approvals from the Russian government to effectuate the Exchange shall have been made or obtained.

          (b) The Company’s Board of Directors shall have approved the Exchange and all related transactions and agreements.

     4.2 Sellers’ Conditions. Each Seller’s obligation to consummate the Exchange shall be subject to the fulfillment or waiver at the Closing of the following conditions:

          (a) The Company shall have delivered to each of Gapontsev and Samartsev certificates representing shares of Photonics Common Stock to be issued to such Seller in payment of the Purchase Price.

          (b) All required notices to and permits and approvals from the Russian government to effectuate the Exchange shall have been made or obtained.

          (c) The Company’s Board of Directors shall have approved the Exchange and all related transactions and agreements.

5. MISCELLANEOUS

     5.1 Transfer; Successors And Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

     5.2 Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware.

     5.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

     5.4 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

     5.5 Amendments and Waivers. Any term of this Agreement may be amended with the written consent of the Company and each of the Sellers.

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     5.6 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary, shall be severed from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

     5.7 Waivers. Any waiver, permit, consent or approval of any kind or character on the part of any holder of any breach or default under this Agreement, or any waiver on the part of any holder of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any holder, shall be cumulative and not alternative.

     5.8 Further Cooperation. The parties hereto agree to execute and deliver any and all additional papers, documents and other assurances, and shall do any and all other acts or things reasonably necessary to implement the purpose and provisions of this Agreement, provided that nothing requested shall modify the fundamental economic rights and obligations provided for in this Agreement.

     IN WITNESS WHEREOF, the parties hereto have executed this Exchange Agreement as of the date first above written.

IPG PHOTONICS CORPORATION
By:	/s/ Timothy P.V. Mammen
	Name:	Timothy P.V. Mammen
	Title:	Chief Financial Officer

IPG Laser GmbH
By:	/s/ Evgeny Shcherbakov
	Name:	Evgeny Shcherbakov
	Title:	Managing Director

SELLERS:
 

/s/ Valentin P. Gapontsev  

Valentin P. Gapontsev 

/s/ Igor Samartsev  

Igor Samartsev 

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ACCREDITED INVESTOR CERTIFICATION

YOU MUST BE ABLE TO CHECK OFF AT LEAST ONE OF THE BOXES BELOW IN ORDER TO PURCHASE SHARES

o The Seller is a natural person who had individual income of more than $200,000 in each of the two most recent years or joint income with his spouse in excess of $300,000 in each of the most recent two years and reasonably expects to reach that same income level for the current year (“income,” for purposes hereof, should be computed as follows: individual adjusted gross income, as reported (or to be reported) on a federal income tax return, increased by (a) any deduction of long-term capital gains under Section 1202 of the Internal Revenue Code of 1986 (the “Code”), (b) any deduction for depletion under Section 611 et seq. of the Code, (c) any exclusion for interest under Section 103 of the Code and (d) any losses of a partnership as reported on Schedule E of Form 1040);

o The Seller is a natural person whose individual net worth (i.e., total assets in excess of total liabilities), or joint net worth with his/her spouse, will at the time of purchase of the Photonics Common Stock be in excess of $1,000,000;

o The Seller is a corporation, Massachusetts or similar business trust, partnership, or limited liability company, or any organization described in Section 501(c)(3) of the Internal Revenue Code, not formed for the specific purpose of acquiring the Photonics Common Stock, with total assets in excess of $5,000,000;

o The Seller is a trust (other than a revocable grantor trust), which trust has total assets in excess of $5,000,000, which is not formed for the specific purpose of acquiring the Photonics Common Stock and whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D and who has such knowledge and experience in financial and business matters that he is capable of evaluating the risks and merits of an investment in the Photonics Common Stock;

o The Seller is (i) any bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; (ii) any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; (iii) any insurance company as defined in Section 2(a)(13) of the Securities Act; (iv) any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of the Securities Act; (v) any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; (vi) any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; or (vii) an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, and either (a) the investment decision will be made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or a registered investment adviser; or (b) the employee benefit plan has total assets in excess of $5,000,000; or (c) the employee benefit plan is a self-directed plan,

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including an Individual Retirement Account, with the meaning of Title I of such act, and the person directing the purchase is an Accredited Investor**;

**NOTE. If the Seller is relying solely on this item (c) for its Accredited Investor status, please print the name of the person directing the purchase in the following space and furnish a completed and signed Accredited Investor Certification for such person.

o The Seller is a private business development company as defined in Section 202 (a)(22) of the Investment Advisors Act of 1940;

o The Seller is a member of the Board of Directors or an executive officer of the Company; or

o The Seller is an entity (including an IRA or revocable grantor trust but other than a conventional trust) in which all of the equity owners meet the requirements of at least one of the above subparagraphs.

      Initial

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EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Rule 13a — 14(a) or Rule 15d — 14(a) of the Securities Exchange Act of 1934

I, Valentin P. Gapontsev, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of IPG Photonics Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-159(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s the board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2008

By:	/s/ VALENTIN P. GAPONTSEV
	Valentin P. Gapontsev
	Chairman and Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to Rule 13a — 14(a) or Rule 15d — 14(a) of the Securities Exchange Act of 1934

I, Timothy P.V. Mammen, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of IPG Photonics Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s the board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2008

By:	/s/ TIMOTHY P.V. MAMMEN
	Timothy P.V. Mammen
	Vice President and Chief Financial Officer (Principal Financial Officer)

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the filing of the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2008 (the “Report”) by IPG Photonics Corporation (the “Company”), Valentin P. Gapontsev, as the Chief Executive Officer of the Company, and Timothy P.V. Mammen as the Chief Financial Officer of the Company, each hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

1.	the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 8, 2008

/s/ VALENTIN P. GAPONTSEV  

Valentin P. Gapontsev Chairman and Chief Executive Officer 

/s/ TIMOTHY P.V. MAMMEN  

Timothy P.V. Mammen 

Vice President and Chief Financial Officer 

A signed original of this written statement required by 18 U.S.C. Section 1350 has been provided to IPG Photonics Corporation and will be retained by IPG Photonics Corporation and furnished to the Securities and Exchange Commission or its staff upon request.