##### Table of Contents

---



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



(Mark One)

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



For the quarterly period ended March 31, 2004



OR



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



For the transition period from  to



Commission file number: 0-27234



PHOTON DYNAMICS, INC.

(Exact name of registrant as specified in its charter)



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



5970 Optical Court

San Jose, California 95138-1400

(Address of principal executive offices including zip code)



(408) 226-9900

(Registrants telephone number, including area code)



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



Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes x No ̈



As of April 30, 2004, there were 16,641,889 shares outstanding of the
Registrants Common Stock, no par value.



---



---

##### Table of Contents

INDEX



|           |  |                                                                                                            |  |     
|---------- |  | ---------------------------------------------------------------------------------------------------------- |  | ----
|           |  |                                                                                                            |  | Page
|PART I     |  | FINANCIAL INFORMATION                                                                                      |  |     
|Item 1.    |  | Financial Statements                                                                                       |  |     
|           |  | Condensed Consolidated Balance Sheets as of March 31, 2004 and September 30, 2003                          |  | 1   
|           |  | Condensed Consolidated Statements of Operations for the Three and Six Months Ended March 31, 2004 and 2003 |  | 2   
|           |  | Condensed Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2004 and 2003           |  | 3   
|           |  | Notes to Condensed Consolidated Financial Statements                                                       |  | 4   
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                      |  | 17  
|Item 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                                                 |  | 33  
|Item 4.    |  | Controls and Procedures                                                                                    |  | 33  
|           |  |                                                                                                           
|PART II    |  | OTHER INFORMATION                                                                                          |  |     
|Item 1.    |  | Legal Proceedings                                                                                          |  | 33  
|Item 2.    |  | Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities                           |  | 34  
|Item 3.    |  | Defaults Upon Senior Securities                                                                            |  | 34  
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                                        |  | 34  
|Item 5.    |  | Other Information                                                                                          |  | 35  
|Item 6.    |  | Exhibits and Reports on Form 8-K                                                                           |  | 35  
|           | 
|Signatures |  | 36                                                                                                        





---

##### Table of Contents

PART I. FINANCIAL INFORMATION



|ITEM 1. |  | Financial Statements
|------- |  | --------------------



PHOTON DYNAMICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)



|                                           |  |                |          |   |                    |   |          |  
|------------------------------------------ |  | -------------- | -------- | - | ------------------ | - | -------- | -
|                                           |  | March 31, 2004 |          |   | September 30, 2003 |  
|                                           |  | (in thousands) |         
|ASSETS                                     |  |                |          |   |                    |   |          |  
|Current assets:                            |  |                |          |   |                    |   |          |  
|Cash and cash equivalents                  |  | $              | 12,873   |   |                    | $ | 18,305   |  
|Short-term investments                     |  |                | 85,162   |   |                    |   | 98,164   |  
|Accounts receivable, net                   |  |                | 29,189   |   |                    |   | 10,402   |  
|Inventories                                |  |                | 21,310   |   |                    |   | 9,887    |  
|Other current assets                       |  |                | 4,257    |   |                    |   | 6,449    |  
|                                           |  |                |          |   |                    |   |          |  
|Total current assets                       |  |                | 152,791  |   |                    |   | 143,207  |  
|Land, property and equipment, net          |  |                | 17,573   |   |                    |   | 12,298   |  
|Other assets                               |  |                | 4,365    |   |                    |   | 3,002    |  
|Intangible assets, net                     |  |                | 1,682    |   |                    |   | 2,894    |  
|Goodwill                                   |  |                | 153      |   |                    |   | 518      |  
|                                           |  |                |          |   |                    |   |          |  
|Total assets                               |  | $              | 176,564  |   |                    | $ | 161,919  |  
|                                           |  |                |          |   |                    |   |          |  
|LIABILITIES AND SHAREHOLDERS EQUITY       |  |                |          |   |                    |   |          |  
|Current liabilities:                       |  |                |          |   |                    |   |          |  
|Accounts payable                           |  | $              | 14,270   |   |                    | $ | 4,239    |  
|Other current liabilities                  |  |                | 10,540   |   |                    |   | 10,605   |  
|Deferred gross margin                      |  |                | 2,028    |   |                    |   | 2,739    |  
|                                           |  |                |          |   |                    |   |          |  
|Total current liabilities                  |  |                | 26,838   |   |                    |   | 17,583   |  
|Other liabilities                          |  |                | 161      |   |                    |   | 193      |  
|Commitments and contingencies              |  |                |          |   |                    |   |          |  
|Shareholders equity:                      |  |                |          |   |                    |   |          |  
|Common stock, no par value                 |  |                | 283,019  |   |                    |   | 279,417  |  
|Accumulated deficit                        |  |                | (133,777 | ) |                    |   | (135,872 | )
|Accumulated other comprehensive income     |  |                | 323      |   |                    |   | 598      |  
|                                           |  |                |          |   |                    |   |          |  
|Total shareholders equity                 |  |                | 149,565  |   |                    |   | 144,143  |  
|                                           |  |                |          |   |                    |   |          |  
|Total liabilities and shareholders equity |  | $              | 176,564  |   |                    | $ | 161,919  |  
|                                           |  |                |          |   |                    |   |          |  



See accompanying notes
to condensed consolidated financial statements.



1



---

##### Table of Contents

PHOTON DYNAMICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



|                                                             |  |                                       |        |   |                            |   |         |      |  |   |        |   |  |   |         |  
|------------------------------------------------------------ |  | ------------------------------------- | ------ | - | -------------------------- | - | ------- | ---- |  | - | ------ | - |  | - | ------- | -
|                                                             |  | Three Months Ended March 31,          |        |   | Six Months Ended March 31, |  
|                                                             |  | 2004                                  |        |   | 2003                       |   |         | 2004 |  |   | 2003   |  
|                                                             |  | (in thousands, except per share data) |       
|Revenue                                                      |  | $                                     | 26,478 |   |                            | $ | 9,058   |      |  | $ | 50,977 |   |  | $ | 28,220  |  
|Cost of revenue                                              |  |                                       | 14,183 |   |                            |   | 7,909   |      |  |   | 27,595 |   |  |   | 19,478  |  
|                                                             |  |                                       |        |   |                            |   |         |      |  |   |        |   |  |   |         |  
|Gross margin                                                 |  |                                       | 12,295 |   |                            |   | 1,149   |      |  |   | 23,382 |   |  |   | 8,742   |  
|                                                             |  |                                       |        |   |                            |   |         |      |  |   |        |   |  |   |         |  
|Operating expenses:                                          |  |                                       |        |   |                            |   |         |      |  |   |        |   |  |   |         |  
|Research and development                                     |  |                                       | 6,144  |   |                            |   | 5,419   |      |  |   | 11,954 |   |  |   | 9,906   |  
|Selling, general and administrative                          |  |                                       | 3,966  |   |                            |   | 3,776   |      |  |   | 8,564  |   |  |   | 6,844   |  
|Impairment of goodwill                                       |  |                                       |       |   |                            |   |        |      |  |   | 665    |   |  |   |        |  
|Impairment of purchased intangibles                          |  |                                       |       |   |                            |   |        |      |  |   | 2,089  |   |  |   |        |  
|Impairment of fixed assets                                   |  |                                       |       |   |                            |   |        |      |  |   | 234    |   |  |   |        |  
|Acquired in-process research and development                 |  |                                       |       |   |                            |   |        |      |  |   |       |   |  |   | 1,849   |  
|Amortization of intangible assets                            |  |                                       | 60     |   |                            |   | 367     |      |  |   | 261    |   |  |   | 627     |  
|                                                             |  |                                       |        |   |                            |   |         |      |  |   |        |   |  |   |         |  
|Total operating expenses                                     |  |                                       | 10,170 |   |                            |   | 9,562   |      |  |   | 23,767 |   |  |   | 19,226  |  
|                                                             |  |                                       |        |   |                            |   |         |      |  |   |        |   |  |   |         |  
|Income (loss) from operations                                |  |                                       | 2,125  |   |                            |   | (8,413  | )    |  |   | (385   | ) |  |   | (10,484 | )
|Interest income and other, net                               |  |                                       | 354    |   |                            |   | 717     |      |  |   | 4,135  |   |  |   | 1,541   |  
|                                                             |  |                                       |        |   |                            |   |         |      |  |   |        |   |  |   |         |  
|Income (loss) from continuing operations before income taxes |  |                                       | 2,479  |   |                            |   | (7,696  | )    |  |   | 3,750  |   |  |   | (8,943  | )
|Provision for income taxes                                   |  |                                       | 64     |   |                            |   | 37      |      |  |   | 426    |   |  |   | 48      |  
|                                                             |  |                                       |        |   |                            |   |         |      |  |   |        |   |  |   |         |  
|Income (loss) from continuing operations                     |  |                                       | 2,415  |   |                            |   | (7,733  | )    |  |   | 3,324  |   |  |   | (8,991  | )
|Loss from discontinued operations                            |  |                                       | (1,276 | ) |                            |   | (15,280 | )    |  |   | (1,229 | ) |  |   | (39,040 | )
|                                                             |  |                                       |        |   |                            |   |         |      |  |   |        |   |  |   |         |  
|Net income (loss)                                            |  | $                                     | 1,139  |   |                            | $ | (23,013 | )    |  | $ | 2,095  |   |  | $ | (48,031 | )
|                                                             |  |                                       |        |   |                            |   |         |      |  |   |        |   |  |   |         |  
|Net income (loss) per share from continuing operations       |  |                                       |        |   |                            |   |         |      |  |   |        |   |  |   |         |  
|Basic                                                        |  | $                                     | 0.15   |   |                            | $ | (0.49   | )    |  | $ | 0.20   |   |  | $ | (0.56   | )
|                                                             |  |                                       |        |   |                            |   |         |      |  |   |        |   |  |   |         |  
|Diluted                                                      |  | $                                     | 0.14   |   |                            | $ | (0.49   | )    |  | $ | 0.19   |   |  | $ | (0.56   | )
|                                                             |  |                                       |        |   |                            |   |         |      |  |   |        |   |  |   |         |  
|Net loss per share from discontinued operations              |  |                                       |        |   |                            |   |         |      |  |   |        |   |  |   |         |  
|Basic                                                        |  | $                                     | (0.08  | ) |                            | $ | (0.96   | )    |  | $ | (0.07  | ) |  | $ | (2.43   | )
|                                                             |  |                                       |        |   |                            |   |         |      |  |   |        |   |  |   |         |  
|                                                             |  |                                       |        |   |                            |   |         |      |  |   |        |   |  |   |         |  
|Diluted                                                      |  | $                                     | (0.07  | ) |                            | $ | (0.96   | )    |  | $ | (0.07  | ) |  | $ | (2.43   | )
|                                                             |  |                                       |        |   |                            |   |         |      |  |   |        |   |  |   |         |  
|Net income (loss) per share                                  |  |                                       |        |   |                            |   |         |      |  |   |        |   |  |   |         |  
|Basic                                                        |  | $                                     | 0.07   |   |                            | $ | (1.44   | )    |  | $ | 0.13   |   |  | $ | (2.99   | )
|                                                             |  |                                       |        |   |                            |   |         |      |  |   |        |   |  |   |         |  
|Diluted                                                      |  | $                                     | 0.07   |   |                            | $ | (1.44   | )    |  | $ | 0.12   |   |  | $ | (2.99   | )
|                                                             |  |                                       |        |   |                            |   |         |      |  |   |        |   |  |   |         |  
|Weighted average number of shares:                           |  |                                       |        |   |                            |   |         |      |  |   |        |   |  |   |         |  
|Basic                                                        |  |                                       | 16,572 |   |                            |   | 15,944  |      |  |   | 16,517 |   |  |   | 16,052  |  
|Diluted                                                      |  |                                       | 17,172 |   |                            |   | 15,944  |      |  |   | 17,174 |   |  |   | 16,052  |  



See accompanying notes
to condensed consolidated financial statements.



2



---

##### Table of Contents

PHOTON DYNAMICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                                                                                           |  |                            |          |   |      |   |          |  
|------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------------------- | -------- | - | ---- | - | -------- | -
|                                                                                                                                           |  | Six Months Ended March 31, |         
|                                                                                                                                           |  | 2004                       |          |   | 2003 |  
|                                                                                                                                           |  | (in thousands)             |         
|Cash flows from operating activities:                                                                                                      |  |                            |          |   |      |   |          |  
|Net income (loss) from continuing operations                                                                                               |  | $                          | 3,324    |   |      | $ | (8,991   | )
|Adjustments to reconcile net income (loss) from continuing operations to net cash used in operating activities from continuing
operations: |  |                            |          |   |      |   |          |  
|Depreciation                                                                                                                               |  |                            | 2,082    |   |      |   | 1,305    |  
|Amortization of intangible assets                                                                                                          |  |                            | 261      |   |      |   | 1,184    |  
|Impairment of goodwill                                                                                                                     |  |                            | 665      |   |      |   |         |  
|Impairment of purchased intangibles, and fixed assets                                                                                      |  |                            | 2,323    |   |      |   |         |  
|Acquired in-process research and development                                                                                               |  |                            |         |   |      |   | 1,849    |  
|Stock ownership expense                                                                                                                    |  |                            | 82       |   |      |   |         |  
|Changes in assets and liabilities:                                                                                                         |  |                            |          |   |      |   |          |  
|Accounts receivable                                                                                                                        |  |                            | (18,851  | ) |      |   | (5,125   | )
|Inventories                                                                                                                                |  |                            | (11,186  | ) |      |   | (2,512   | )
|Other current assets                                                                                                                       |  |                            | 1,725    |   |      |   | 1,005    |  
|Other assets                                                                                                                               |  |                            | (1,363   | ) |      |   | 156      |  
|Intangible assets                                                                                                                          |  |                            | (1,138   | ) |      |   |         |  
|Goodwill                                                                                                                                   |  |                            | (300     | ) |      |   |         |  
|Accounts payable                                                                                                                           |  |                            | 10,224   |   |      |   | (1,881   | )
|Other current liabilities                                                                                                                  |  |                            | (895     | ) |      |   | (1,525   | )
|Deferred gross margin                                                                                                                      |  |                            | (711     | ) |      |   | 5,532    |  
|Other liabilities                                                                                                                          |  |                            | (32      | ) |      |   |         |  
|                                                                                                                                           |  |                            |          |   |      |   |          |  
|Net cash used in operating activities from continuing operations                                                                           |  |                            | (13,790  | ) |      |   | (9,003   | )
|Net cash used in operating activities from discontinued operations                                                                         |  |                            | (28      | ) |      |   | (5,950   | )
|                                                                                                                                           |  |                            |          |   |      |   |          |  
|Net cash used in operating activities                                                                                                      |  |                            | (13,818  | ) |      |   | (14,953  | )
|                                                                                                                                           |  |                            |          |   |      |   |          |  
|Cash flows from investing activities:                                                                                                      |  |                            |          |   |      |   |          |  
|Purchase of property and equipment                                                                                                         |  |                            | (7,861   | ) |      |   | (1,240   | )
|Acquisition of Rapid Thermal Processing Division from Intevac, Inc.                                                                        |  |                            |         |   |      |   | (20,000  | )
|Purchase of short-term investments                                                                                                         |  |                            | (290,421 | ) |      |   | (279,530 | )
|Redemption of short-term investments                                                                                                       |  |                            | 303,247  |   |      |   | 319,687  |  
|                                                                                                                                           |  |                            |          |   |      |   |          |  
|Net cash provided by investing activities from continuing operations                                                                       |  |                            | 4,965    |   |      |   | 18,917   |  
|Net cash used in investing activities from discontinued operations                                                                         |  |                            |         |   |      |   | (165     | )
|                                                                                                                                           |  |                            |          |   |      |   |          |  
|Net cash provided by investing activities                                                                                                  |  |                            | 4,965    |   |      |   | 18,752   |  
|                                                                                                                                           |  |                            |          |   |      |   |          |  
|Cash flows from financing activities:                                                                                                      |  |                            |          |   |      |   |          |  
|Issuance of common stock, net                                                                                                              |  |                            | 3,520    |   |      |   | 1,629    |  
|Repurchase of common stock                                                                                                                 |  |                            |         |   |      |   | (17,678  | )
|Capital lease repayments                                                                                                                   |  |                            |         |   |      |   | (23      | )
|                                                                                                                                           |  |                            |          |   |      |   |          |  
|Net cash provided by (used in) financing activities from continuing operations                                                             |  |                            | 3,520    |   |      |   | (16,072  | )
|                                                                                                                                           |  |                            |          |   |      |   |          |  
|Effect of exchange rate changes on cash and cash equivalents                                                                               |  |                            | (99      | ) |      |   | 73       |  
|                                                                                                                                           |  |                            |          |   |      |   |          |  
|Net decrease in cash and cash equivalents from continuing operations                                                                       |  |                            | (5,404   | ) |      |   | (6,085   | )
|Net decrease in cash and cash equivalents from discontinued operations                                                                     |  |                            | (28      | ) |      |   | (6,115   | )
|                                                                                                                                           |  |                            |          |   |      |   |          |  
|Net decrease in cash and cash equivalents                                                                                                  |  |                            | (5,432   | ) |      |   | (12,200  | )
|Cash and cash equivalents at beginning of period                                                                                           |  |                            | 18,305   |   |      |   | 25,580   |  
|                                                                                                                                           |  |                            |          |   |      |   |          |  
|Cash and cash equivalents at end of period                                                                                                 |  | $                          | 12,873   |   |      | $ | 13,380   |  
|                                                                                                                                           |  |                            |          |   |      |   |          |  



See accompanying notes
to condensed consolidated financial statements.



3



---

##### Table of Contents

PHOTON DYNAMICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



NOTE 1Basis of Presentation and Summary of Significant Accounting Policies



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



These
financial statements and notes should be read in conjunction with the Item 8, Financial Statements and Supplementary Data included in the Companys Annual Report on Form 10-K for the fiscal year ended September 30, 2003, filed with
the Securities and Exchange Commission on December 24, 2003. Operating results for the three and six months ended March 31, 2004, are not necessarily indicative of the results that may be expected for any other interim period or for the full fiscal
year ending September 30, 2004.



The condensed consolidated
balance sheet as of September 30, 2003 is derived from the Companys audited consolidated financial statements as of September 30, 2003, included in the Companys Annual Report on Form 10-K filed with the Securities and Exchange
Commission, but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.



Description of Operations and Principles of Consolidation. Photon Dynamics is a supplier of integrated yield management solutions for the flat
panel display industry. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated.



Through January 14, 2003, the Company conducted business in three operating
segments: flat panel display products, cathode ray tube display and high quality glass inspection products and printed circuit board assembly inspection products. In January 2003, the Company implemented a plan to exit the printed circuit board
assembly inspection business. In June 2003, the Company implemented a plan to exit the cathode ray tube display and high quality glass inspection businesses. Accordingly, the operating results of these former business segments have been presented as
discontinued operations in accordance with the provisions of Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-lived Assets, (FAS 144) and the Companys condensed
consolidated financial statements and related footnotes have been reclassified to conform with the current periods basis of presentation. Accordingly, in the condensed consolidated statements of operations, the net operating results of these
former businesses have been classified as loss from discontinued operations, for all periods presented. The cash flows from these businesses have been presented as Net cash flows from discontinued operations in the operating,
investing and financing sections of the condensed consolidated statements of cash flows.



Management Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates made by
management include the calculation of allowance for doubtful accounts, inventory write-downs, warranty provisions, impairment of goodwill, other acquired intangible assets and long-lived assets, acquired in-process research and development and
litigation and contingency assessments.



Fair Value of
Financial Instruments. The Company evaluates the estimated fair value of financial instruments using available market information and valuation methodologies as provided by the custodian. The use of different market assumptions and/or estimation
methodologies could have a negative effect on the estimated fair value amounts. The fair value of the Companys cash, cash equivalents, accounts receivable, accounts payable and other current liabilities approximates the carrying amount due to
the relatively short maturity of these items. The Companys derivative instruments, consisting of forward exchange contracts, are recorded at fair value based on quoted market prices for comparable instruments.



Inventories. Inventories, consisting of raw materials, work in process
and finished goods, are stated at the lower of cost (first-in, first-out) or market. Inventory which is obsolete (defined as inventory that will no longer be used in the manufacturing process) or in excess of the forecasted usage is written down to
its estimated market value based on projected demand, historical usage and other known factors. Photon Dynamics reviews the valuation of its inventories on a quarterly basis. If actual demand were to decline below the Companys forecasts, the
Company may need to take additional inventory write-downs.



4



---

##### Table of Contents

PHOTON DYNAMICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



Concentration of Credit and Other Risk. Financial instruments which potentially subject the
Company to concentrations of credit risk consist principally of available for sale securities, trade accounts receivable and derivative financial instruments used to mitigate the effect of exchange rate changes.



The Company invests excess cash in securities that the Company believes bear
minimal risk. These investments are of a short-term nature and include investments in auction rate preferred securities, commercial paper and government and corporate debt securities. The Company has not experienced any losses due to institutional
failure or bankruptcy.



The Companys principal customers
are located in Korea, Taiwan and Japan. Therefore, the Companys sales to these customers may be adversely affected by the overall health of these economies, including the effects of currency exchange rate fluctuations. The Company generally
does not require collateral for most of its trade accounts receivable. The Company maintains a provision for potential credit losses based upon expected collectibility of all accounts receivable. For sales to some of its customers the Company
requires letters of credit. The majority of the Companys revenue is invoiced in U.S. dollars. The Company believes its credit evaluation and monitoring mitigates its credit risk.



The Company is exposed to credit loss in the event of non-performance by counterparties on the foreign exchange contracts
used to mitigate the effect of exchange rate changes. These counterparties are large international financial institutions and to date, no such counterparty has failed to meet its financial obligations to the Company. Photon Dynamics does not
anticipate nonperformance by these counterparties.



The
Companys products include certain components that are currently single-sourced. The Company believes that other vendors would be able to provide similar components; however, the qualification of such vendors may require start-up time. In order
to mitigate any adverse impacts from a disruption of supply, the Company attempts to maintain an adequate supply of critical single-sourced components.



Revenue Recognition.The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been
rendered, the selling price is fixed or determinable and collectibility is reasonably assured.



The Company accounts for certain of its product sales, including sales to a value-added reseller, as arrangements with multiple deliverables in accordance with Emerging Issues Task Force Issue 00-21 Revenue
Arrangements with Multiple Deliverables. For arrangements with multiple deliverables, the Company recognizes revenue for the delivered items if the delivered items have value to the customer on a standalone basis, the amount of revenue for
delivered elements is not subject to refund, the Company has met defined customer acceptance experience levels for the delivered items, and the fair value of undelivered items, such as installation and system upgrade rights, can be reliably
determined. The Company allocates revenue to the delivered items based on the amount due and billable upon shipment, with the remaining amount recognized after installation and acceptance when the final amount becomes due. The Company allocates
revenue to delivered items based on the lesser of the fair value of the delivered items, or amounts due. The Company recognizes all other product sales upon customer acceptance. The Company recognizes revenue from the sale of spare parts generally
upon shipment.



The Company records a provision for estimated
sales returns in the same period as the related revenue is recorded, which is netted against revenue.



The Companys products are generally subject to warranty and such estimated costs are provided for in costs of sales when product revenue is
recognized. Installation and other services are not essential to the functionality of the products as these services do not alter the product capabilities, do not require specialized skills or tools and can be performed by other vendors.



Interest Income. Interest Income was $393,000 and $867,000 for the
three months ended March 31, 2004 and 2003, respectively and $611,000 and $1.5 million for the six months ended March 31, 2004 and 2003, respectively.



Stock-Based Compensation Plans. The Company accounts for its stock-based employee compensation plans in accordance with the provisions of
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25) and related interpretations. Statement of Financial Accounting Standards No. 148 Accounting for Stock-Based Compensation
Transition and Disclosure (FAS 148) amends the disclosure provisions of Statement of Accounting Standards No. 123 Accounting for Stock-Based Compensation (FAS 123) to require prominent disclosure about the effects on reported net
income of an entitys accounting policy decisions with respect to stock-based employee compensation. Finally, this Statement amends APB Option No. 28, Interim Financial Reporting, to require disclosure about those effects in interim
financial information. Since Photon Dynamics continues to account for stock-based compensation according to APB 25, its adoption of SFAS 148 required the Company to provide prominent pro forma disclosures about the effects SFAS 123 would have on
reported income if it were the method of accounting utilized by the Company to account for its stock options and required the Company to disclose these effects in the financial statement footnotes.



5



---

##### Table of Contents

PHOTON DYNAMICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



Pro forma information regarding net income and earnings per share is required by FAS 123 and has been
determined as if the Company had accounted for its employee stock purchase plan and employee stock options under the fair value method of FAS 123. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option
pricing model for the multiple option approach with the following weighted-average assumptions:



|                                 |  |                              |   |  |                            |   |  |      |   |  |      |  
|-------------------------------- |  | ---------------------------- | - |  | -------------------------- | - |  | ---- | - |  | ---- | -
|                                 |  | Three Months Ended March 31, |   |  | Six Months Ended March 31, |  
|                                 |  | 2004                         |   |  | 2003                       |   |  | 2004 |   |  | 2003 |  
|Stock option plan:               |  |                              |   |  |                            |   |  |      |   |  |      |  
|Expected stock price volatility  |  | 0.80                         |   |  | 0.95                       |   |  | 0.88 |   |  | 0.95 |  
|Risk free interest rate          |  | 2.18                         | % |  | 2.16                       | % |  | 2.38 | % |  | 2.22 | %
|Expected life of options (years) |  | 4.4                          |   |  | 3.0                        |   |  | 5.1  |   |  | 3.0  |  
|Stock purchase plan:             |  |                              |   |  |                            |   |  |      |   |  |      |  
|Expected stock price volatility  |  | 0.96                         |   |  | 0.90                       |   |  | 0.96 |   |  | 0.90 |  
|Risk free interest rate          |  | 2.13                         | % |  | 2.15                       | % |  | 2.13 | % |  | 2.15 | %
|Expected life of plan (years)    |  | 2.0                          |   |  | 1.2                        |   |  | 2.0  |   |  | 1.2  |  



SFAS 123 requires the
use of option pricing models that were not developed for use in valuing employee stock options. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are
fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Companys employee stock option and employee stock purchase plans have
characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in managements opinion, the existing models do not necessarily provide
a reliable single measure of the fair value of such Company options.



For purposes of pro forma disclosures required by FAS 123, the estimated fair value of the options is amortized to expense over the options vesting periods. The Companys pro forma information for the three and six months ended
March 31, 2004 and 2003 is as follows:



|                                                                                                              |  |                                       |        |   |                            |   |         |      |  |   |        |   |  |   |         |  
|------------------------------------------------------------------------------------------------------------- |  | ------------------------------------- | ------ | - | -------------------------- | - | ------- | ---- |  | - | ------ | - |  | - | ------- | -
|                                                                                                              |  | Three Months Ended March 31,          |        |   | Six Months Ended March 31, |  
|                                                                                                              |  | 2004                                  |        |   | 2003                       |   |         | 2004 |  |   | 2003   |  
|                                                                                                              |  | (in thousands, except per share data) |       
|Net income (loss)  as reported                                                                               |  | $                                     | 1,139  |   |                            | $ | (23,013 | )    |  | $ | 2,095  |   |  | $ | (48,031 | )
|Plus: stock-based employee compensation expense included in reported net income                               |  |                                       |       |   |                            |   | 42      |      |  |   |       |   |  |   | 42      |  
|Less: total stock-based employee compensation expense determined under fair value based method for all awards |  |                                       | (1,245 | ) |                            |   | (509    | )    |  |   | (3,891 | ) |  |   | (2,934  | )
|                                                                                                              |  |                                       |        |   |                            |   |         |      |  |   |        |   |  |   |         |  
|Net loss - pro forma                                                                                          |  | $                                     | (106   | ) |                            | $ | (23,480 | )    |  | $ | (1,796 | ) |  | $ | (50,923 | )
|                                                                                                              |  |                                       |        |   |                            |   |         |      |  |   |        |   |  |   |         |  
|Basic net income (loss) per share  as reported                                                               |  | $                                     | 0.07   |   |                            | $ | (1.44   | )    |  | $ | 0.13   |   |  | $ | (2.99   | )
|Diluted net income (loss) per share  as reported                                                             |  | $                                     | 0.07   |   |                            | $ | (1.44   | )    |  | $ | 0.12   |   |  | $ | (2.99   | )
|Basic net loss per share  pro forma                                                                          |  | $                                     | 0.00   |   |                            | $ | (1.49   | )    |  | $ | (0.10  | ) |  | $ | (3.17   | )
|Diluted net loss per share  pro forma                                                                        |  | $                                     | 0.00   |   |                            | $ | (1.49   | )    |  | $ | (0.10  | ) |  | $ | (3.17   | )



Reclassifications. Certain prior year and prior quarter balances have been reclassified to conform to current financial statement presentation. These reclassifications had no impact on previously reported results of operations or
shareholders equity.



6



---

##### Table of Contents

PHOTON DYNAMICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



NOTE 2Financial Statement Components



|                                                              |  |                |        |                    |   |       
|------------------------------------------------------------- |  | -------------- | ------ | ------------------ | - | ------
|                                                              |  | March 31, 2004 |        | September 30, 2003
|                                                              |  | (in thousands)
|Inventories:                                                  |  |                |        |                    |   |       
|Raw materials                                                 |  | $              | 9,434  |                    | $ | 3,945 
|Work-in-process                                               |  |                | 11,612 |                    |   | 4,565 
|Finished goods                                                |  |                | 264    |                    |   | 1,377 
|                                                              |  |                |        |                    |   |       
|Total                                                         |  | $              | 21,310 |                    | $ | 9,887 
|                                                              |  |                |        |                    |   |       
|Other current liabilities:                                    |  |                |        |                    |   |       
|Warranty                                                      |  | $              | 3,234  |                    | $ | 2,363 
|Compensation                                                  |  |                | 2,410  |                    |   | 2,369 
|Accrued litigation                                            |  |                | 1,276  |                    |   | 432   
|Commissions                                                   |  |                | 169    |                    |   | 1,128 
|Due to Akcron shareholders                                    |  |                |       |                    |   | 1,035 
|Obligation to a manufacturing subcontractor                   |  |                | 606    |                    |   | 646   
|Accrued closing costs associated with discontinued operations |  |                | 524    |                    |   | 753   
|Notes payable                                                 |  |                | 317    |                    |   | 576   
|Other accrued expenses                                        |  |                | 2,004  |                    |   | 1,303 
|                                                              |  |                |        |                    |   |       
|Total                                                         |  | $              | 10,540 |                    | $ | 10,605
|                                                              |  |                |        |                    |   |       



NOTE 3Discontinued Operations



Printed Circuit Board Assembly Inspection Business



The Companys printed circuit board assembly inspection products
enabled printed circuit board assembly inspection manufacturers to detect and identify defects, thereby increasing yields and quality and reducing costs. The Company previously sold its products for the printed circuit board assembly industry
primarily through sales representatives and distributors. The Company generally recognized revenue from the sale of its printed circuit board assembly inspection products upon shipment as such product sales were not subject to customer acceptance
provisions. In January 2003, the Company implemented a plan to exit the printed circuit board assembly inspection business. Accordingly, the operating results of this former business segment have been reclassified as a discontinued operation for all
periods presented. As of March 31, 2004, the Company has completed liquidation of the operations remaining inventory through a third-party auctioneer and is attempting to sublease the facilities associated with the discontinued operations, but
there can be no assurances that the Company will be successful in recovering any additional costs associated with this discontinued operation.



The following table summarizes the results of the printed circuit board assembly inspection products reporting segment for the three and six months ended
March 31, 2004 and 2003:



|                                                     |  |                              |        |   |                            |   |         |      |  |   |        |   |  |   |         |  
|---------------------------------------------------- |  | ---------------------------- | ------ | - | -------------------------- | - | ------- | ---- |  | - | ------ | - |  | - | ------- | -
|                                                     |  | Three Months Ended March 31, |        |   | Six Months Ended March 31, |  
|                                                     |  | 2004                         |        |   | 2003                       |   |         | 2004 |  |   | 2003   |  
|                                                     |  | (in thousands)               |       
|Revenue                                              |  | $                            |       |   |                            | $ | 972     |      |  | $ | 83     |   |  | $ | 2,827   |  
|Cost of goods sold                                   |  |                              | (102   | ) |                            |   | 9,301   |      |  |   | (93    | ) |  |   | 11,175  |  
|                                                     |  |                              |        |   |                            |   |         |      |  |   |        |   |  |   |         |  
|Gross margin                                         |  |                              | 102    |   |                            |   | (8,329  | )    |  |   | 176    |   |  |   | (8,348  | )
|                                                     |  |                              |        |   |                            |   |         |      |  |   |        |   |  |   |         |  
|Operating expenses:                                  |  |                              |        |   |                            |   |         |      |  |   |        |   |  |   |         |  
|Research and development                             |  |                              |       |   |                            |   | 2,578   |      |  |   |       |   |  |   | 3,653   |  
|Selling, general and administrative                  |  |                              | 1,344  |   |                            |   | 4,153   |      |  |   | 1,406  |   |  |   | 5,453   |  
|Impairment of goodwill                               |  |                              |       |   |                            |   |        |      |  |   |       |   |  |   | 15,083  |  
|Impairment of purchased intangibles and fixed assets |  |                              |       |   |                            |   | 40      |      |  |   |       |   |  |   | 5,445   |  
|Amortization of intangible assets                    |  |                              |       |   |                            |   |        |      |  |   |       |   |  |   | 195     |  
|                                                     |  |                              |        |   |                            |   |         |      |  |   |        |   |  |   |         |  
|Total operating expenses                             |  |                              | 1,344  |   |                            |   | 6,771   |      |  |   | 1,406  |   |  |   | 29,829  |  
|                                                     |  |                              |        |   |                            |   |         |      |  |   |        |   |  |   |         |  
|Loss from discontinued operations                    |  | $                            | (1,242 | ) |                            | $ | (15,100 | )    |  | $ | (1,230 | ) |  | $ | (38,177 | )
|                                                     |  |                              |        |   |                            |   |         |      |  |   |        |   |  |   |         |  



7



---

##### Table of Contents

PHOTON DYNAMICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



The loss from discontinued operations for the three and six months ended March 31, 2004 includes
litigation costs of approximately $1.2 million for settlement of prior inventory purchase commitments and settlement of the Thomason v. Photon Dynamics lawsuit (See Note 10).



The loss from discontinued operations for the three months ended March 31, 2003 includes a write-off of inventory of
approximately $7.8 million, a write-off of accounts receivable of approximately $1.7 million and a write-off of licensed technology of approximately $1.9 million. In addition to these charges, the loss from discontinued operations for the six months
ended March 31, 2003 includes impairment charges of approximately $15.1 million of goodwill, $2.9 million of purchased intangibles and $2.5 million of long-lived assets. These charges were recorded as a result of managements assessment of
indicators of impairment that existed prior to the Companys formal decision to discontinue the operations of this segment in January 2003. Such impairment charges were recorded in accordance with the provisions of Statement of Financial
Accounting Standards No. 142, Goodwill and Other Intangible Assets, and FAS 144.



The following summarizes the assets and liabilities of the printed circuit board assembly inspection products discontinued operations:



|                          |  |                |       |                    |   |      
|------------------------- |  | -------------- | ----- | ------------------ | - | -----
|                          |  | March 31, 2004 |       | September 30, 2003
|                          |  | (in thousands)
|ASSETS                    |  |                |       |                    |   |      
|Current assets:           |  |                |       |                    |   |      
|Accounts receivable, net  |  | $              | 71    |                    | $ | 104  
|Other current assets      |  |                | 801   |                    |   | 1,268
|                          |  |                |       |                    |   |      
|Total assets              |  | $              | 872   |                    | $ | 1,372
|                          |  |                |       |                    |   |      
|LIABILITIES               |  |                |       |                    |   |      
|Current liabilities:      |  |                |       |                    |   |      
|Accounts payable          |  | $              |      |                    | $ | 102  
|Other current liabilities |  |                | 1,807 |                    |   | 819  
|                          |  |                |       |                    |   |      
|Total current liabilities |  |                | 1,807 |                    |   | 921  
|Other liabilities         |  |                | 153   |                    |   | 193  
|                          |  |                |       |                    |   |      
|Total liabilities         |  | $              | 1,960 |                    | $ | 1,114
|                          |  |                |       |                    |   |      



Other current assets
at March 31, 2004, include a receivable of approximately $594,000 against shares that are being held in escrow related to the IRSI acquisition, and approximately $202,000 in security deposits on various leases.



Other current liabilities at March 31, 2004, include approximately $94,000
related to current operating lease obligations, approximately $10,000 related to warranty obligations, approximately $545,000 related to potential vendor obligations and approximately $1.1 million related to litigation settlement costs. Other
liabilities of approximately $153,000 relate entirely to non-current operating lease obligations. Lease obligations are to be paid out through December 2006.



In the second quarter of fiscal 2003, in accordance with Statement of Financial Accounting Standards No. 146, Accounting for Costs Associated with
Exit or Disposal Activities (FAS 146), the Company recorded a liability of approximately $2.0 million for costs associated with the discontinuation of the business, including termination benefits of approximately $700,000 and
approximately $1.3 million of purchase obligations to suppliers. The following summarizes the liability since inception:



|                              |  |                               |      |   |             |   |       |       |  |   |        |  
|----------------------------- |  | ----------------------------- | ---- | - | ----------- | - | ----- | ----- |  | - | ------ | -
|                              |  | One-time Termination Benefits |      |   | Other Costs |   |       | Total | 
|                              |  | (in thousands)                |     
|Inception of liability        |  | $                             | 696  |   |             | $ | 1,326 |       |  | $ | 2,022  |  
|Cash expenditures             |  |                               | (614 | ) |             |   | (447  | )     |  |   | (1,061 | )
|Adjustments to the liability  |  |                               | (82  | ) |             |   | (342  | )     |  |   | (424   | )
|                              |  |                               |      |   |             |   |       |       |  |   |        |  
|Balance at September 30, 2003 |  |                               |     |   |             |   | 537   |       |  |   | 537    |  
|Cash expenditures             |  |                               |     |   |             |   |      |       |  |   |       |  
|Adjustments to the liability  |  |                               |     |   |             |   |      |       |  |   |       |  
|                              |  |                               |      |   |             |   |       |       |  |   |        |  
|Balance at March 31, 2004     |  | $                             |     |   |             | $ | 537   |       |  | $ | 537    |  
|                              |  |                               |      |   |             |   |       |       |  |   |        |  



8



---

##### Table of Contents

PHOTON DYNAMICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



Cathode Ray Tube Display and High Quality Glass Inspection Business



The Companys cathode ray tube display and high quality glass
inspection products allowed cathode ray tube display manufacturers to locate and characterize defects and glass manufacturers to detect and identify defects such as scratches, pits, bubbles, stones, inclusions and distortions, thereby increasing
yields and quality and reducing costs. The Company previously sold its products for the cathode ray tube display and high quality glass inspection industry primarily through sales representatives and distributors. The Company generally recognized
revenue from product sales upon customer acceptance. In June 2003, the Company implemented a plan to exit the cathode ray tube display and high quality glass inspection business. Accordingly, the operating results of this former business segment
have been reclassified as a discontinued operation for all periods presented and the Company now conducts business in one segment.



The following table summarizes the results of the cathode ray tube display and high quality glass inspection products reporting segment for the three and
six months ended March 31, 2004 and 2003:



|                                                                                                              |  |                              |     |   |                            |   |       |      |  |   |      |   |  |   |       |  
|------------------------------------------------------------------------------------------------------------- |  | ---------------------------- | --- | - | -------------------------- | - | ----- | ---- |  | - | ---- | - |  | - | ----- | -
|                                                                                                              |  | Three Months Ended March 31, |     |   | Six Months Ended March 31, |  
|                                                                                                              |  | 2004                         |     |   | 2003                       |   |       | 2004 |  |   | 2003 |  
|                                                                                                              |  | (in thousands)               |    
|Revenue                                                                                                       |  | $                            |    |   |                            | $ | 1,075 |      |  | $ |     |   |  | $ | 1,785 |  
|Cost of goods sold                                                                                            |  |                              |    |   |                            |   | 750   |      |  |   |     |   |  |   | 1,247 |  
|                                                                                                              |  |                              |     |   |                            |   |       |      |  |   |      |   |  |   |       |  
|Gross margin                                                                                                  |  |                              |    |   |                            |   | 325   |      |  |   |     |   |  |   | 538   |  
|                                                                                                              |  |                              |     |   |                            |   |       |      |  |   |      |   |  |   |       |  
|Operating expenses:                                                                                           |  |                              |     |   |                            |   |       |      |  |   |      |   |  |   |       |  
|Research and development                                                                                      |  |                              |    |   |                            |   | 171   |      |  |   |     |   |  |   | 334   |  
|Selling, general and administrative                                                                           |  |                              |    |   |                            |   | 334   |      |  |   | 35   |   |  |   | 764   |  
|Impairment of purchased intangibles and fixed assets (recovery of accounts receivable previously written off) |  |                              | 34  |   |                            |   |      |      |  |   | (36  | ) |  |   | 303   |  
|                                                                                                              |  |                              |     |   |                            |   |       |      |  |   |      |   |  |   |       |  
|Total operating expenses                                                                                      |  |                              | 34  |   |                            |   | 505   |      |  |   | (1   | ) |  |   | 1,401 |  
|                                                                                                              |  |                              |     |   |                            |   |       |      |  |   |      |   |  |   |       |  
|Income (loss) from discontinued operations                                                                    |  | $                            | (34 | ) |                            | $ | (180  | )    |  | $ | 1    |   |  | $ | (863  | )
|                                                                                                              |  |                              |     |   |                            |   |       |      |  |   |      |   |  |   |       |  



The following
summarizes the assets and liabilities of the cathode ray tube display and high quality glass inspection discontinued operations:



|                          |  |                |     |                    |   |      
|------------------------- |  | -------------- | --- | ------------------ | - | -----
|                          |  | March 31, 2003 |     | September 30, 2003
|                          |  | (in thousands)
|ASSETS                    |  |                |     |                    |   |      
|Current assets:           |  |                |     |                    |   |      
|Accounts receivable, net  |  | $              |    |                    | $ | 31   
|                          |  |                |     |                    |   |      
|LIABILITIES               |  |                |     |                    |   |      
|Current liabilities:      |  |                |     |                    |   |      
|Other current liabilities |  | $              | 872 |                    | $ | 1,046
|                          |  |                |     |                    |   |      



Other current
liabilities at March 31, 2004, include approximately $4,000 related to employee severance and related benefits, approximately $188,000 related to warranty obligations, approximately $339,000 related to operating lease obligations, approximately
$317,000 related to a loan payable and approximately $24,000 in other accrued amounts. Lease obligations are to be paid out through March 2008.



The loan payable of approximately $317,000 relates to an advance from the National Research Council of Canada under a program for pre-commercialization
assistance in the development of glass inspection technology. Under the agreement, the loan was to be repaid based on a percentage of gross revenue earned, on a quarterly basis, through July 1, 2004.



9



---

##### Table of Contents

PHOTON DYNAMICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



In the third quarter of fiscal 2003, in accordance with FAS 146, the Company recorded a liability of
approximately $1.9 million for costs associated with the discontinuation of the business. The following summarizes the liability since inception:



|                              |  |                               |        |   |                            |   |      |             |  |   |       |   |  |   |        |  
|----------------------------- |  | ----------------------------- | ------ | - | -------------------------- | - | ---- | ----------- |  | - | ----- | - |  | - | ------ | -
|                              |  | One-time Termination Benefits |        |   | Contract Termination Costs |   |      | Other Costs |  |   | Total |  
|                              |  | (in thousands)                |       
|Inception of liability        |  | $                             | 1,116  |   |                            | $ | 771  |             |  | $ | 11    |   |  | $ | 1,898  |  
|Cash expenditures             |  |                               | (1,085 | ) |                            |   | (171 | )           |  |   | (26   | ) |  |   | (1,282 | )
|Adjustments to the liability  |  |                               |       |   |                            |   |     |             |  |   | 50    |   |  |   | 50     |  
|                              |  |                               |        |   |                            |   |      |             |  |   |       |   |  |   |        |  
|Balance at September 30, 2003 |  |                               | 31     |   |                            |   | 600  |             |  |   | 35    |   |  |   | 666    |  
|Cash Expenditures             |  |                               | (27    | ) |                            |   | (80  | )           |  |   | (35   | ) |  |   | (142   | )
|                              |  |                               |        |   |                            |   |      |             |  |   |       |   |  |   |        |  
|Balance at March 31, 2004     |  | $                             | 4      |   |                            | $ | 520  |             |  | $ |      |   |  | $ | 524    |  
|                              |  |                               |        |   |                            |   |      |             |  |   |       |   |  |   |        |  



NOTE 4Acquisitions



In November 2002, the Company acquired certain assets
relating to rapid thermal processing technology (the RTP Assets) from Intevac, Inc. (Intevac). The purchase price was $20.0 million of cash, of which $18.0 million was paid to Intevac at closing and an additional $2.0 million
was placed into escrow to be released either to the Company or to Intevac depending on the occurrence of certain future events during the escrow period as follows: $1.2 million related to the attainment of a certain level of sales by the Company of
equipment included in the RTP Assets acquired from Intevac; $500,000 related to the re-issuance of a former rapid thermal processing patent in Japan for certain acquired technology; and $300,000 for indemnification and reimbursement should Intevac
breach any representations and warranties under the acquisition agreement.



In September 2003, the Company filed a claim against the escrow for the full $2.0 million. In October 2003, the Company received $1.7 million on its claim against the $2.0 million escrow related to the purchase of the
RTP Assets from Intevac. The claim for the remaining $300,000 was resolved in favor of Intevac and, accordingly, the Company recorded an additional goodwill impairment charge in the three months ended December 31, 2003.



The acquisition of the RTP Assets was accounted for as a business combination
under the purchase method of accounting. The purchase price was allocated by management to the assets acquired and liabilities assumed taking into account an independent appraisal of their fair values.



A summary of the allocation of the purchase price is as follows:



|                                                                   |  |                |       
|------------------------------------------------------------------ |  | -------------- | ------
|                                                                   |  | Total         
|                                                                   |  | (in thousands)
|Acquired core technology                                           |  | $              | 3,764 
|Acquired developed technology                                      |  |                | 2,673 
|Backlog                                                            |  |                | 557   
|Acquired in-process research and development                       |  |                | 1,849 
|Goodwill                                                           |  |                | 7,386 
|Net fair value of acquired tangible assets and assumed liabilities |  |                | 2,621 
|                                                                   |  |                |       
|Total                                                              |  | $              | 18,850
|                                                                   |  |                |       



The acquired core
technology and acquired developed technology were partially written off and goodwill was entirely written off as part of the impairment of intangibles and goodwill impairment charges taken in the fourth quarter of fiscal 2003. The remaining acquired
core technology and acquired developed technology amounts were written off in the three months ended December 31, 2003 as additional impairment charges. These additional impairment charges were a result of the continuing deterioration in business
conditions that included emergence of alternative and competing technologies, shrinkage of the potential total market opportunity due to one of the primary potential customers decision to pursue an alternative technology and further softness
in this particular sector of the market since September 30, 2003. Accordingly, the Company performed an impairment analysis for the remaining acquired intangible assets as required by Statement of Financial Accounting Standards No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets (FAS 144). The RTP backlog was amortized to cost of sales at the time revenue was recognized for the related customer orders. The value of in-process research and
development has been included in the Companys results of operations for the three months ended December 31, 2002.



Pro forma information presenting the results of continuing operations of the Company for the three and six month periods ended March 31, 2003 as if the
RTP Assets had been acquired as of October 1, 2002 does not differ materially from the actual results of operations presented in the unaudited condensed consolidated financial statements.



10



---

##### Table of Contents

PHOTON DYNAMICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



NOTE 5Goodwill and Other Purchased Intangible Assets



Goodwill



Changes in the carrying amount of goodwill for the six months ended March 31, 2004, are as follows:



|                                 |  |                |      |  
|-------------------------------- |  | -------------- | ---- | -
|                                 |  | Total          |     
|                                 |  | (in thousands) |     
|Balance as of September 30, 2003 |  | $              | 518  |  
|Adjustments to goodwill          |  |                | 300  |  
|Goodwill impairment charge       |  |                | (665 | )
|                                 |  |                |      |  
|Balance as of March 31, 2004     |  | $              | 153  |  
|                                 |  |                |      |  



In November 2002, as
part of the acquisition of the RTP Assets, $2.0 million was placed into escrow to be released either to the Company or to Intevac depending on the occurrence of certain future events during the escrow period. In September 2003, the Company filed a
claim against the escrow for the full $2.0 million. In October 2003, the Company received $1.7 million on its claim against the $2.0 million escrow related to the RTP Asset purchase from Intevac. The claim for the remaining $300,000 was resolved in
favor of Intevac. Because the Company has written off all goodwill resulting from the acquisition of the RTP Assets, the $300,000 resolved in favor of Intevac resulted in an adjustment to record additional goodwill, which was deemed to be impaired
due to continuing deterioration in business conditions during the three month period ended December 31, 2003 (See Note 4).



During the three months ended December 31, 2003, the Company recorded a goodwill impairment charge of approximately $365,000 under the provisions of
Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (FAS 142), representing the remaining goodwill associated with its Akcron reporting unit. This impairment charge was a result of the
continuing softness in the inverter market since September 30, 2003. Accordingly the Company performed an impairment analysis for the remaining acquired intangible assets as required by FAS 144.



Goodwill as of March 31, 2004 relates entirely to the Companys purchase
of assets from Summit Imaging.



Intangible Assets



Information regarding the Companys intangible assets is as follows:



|                                    |  |                      |      |   |                 |   |        |                    |  |                      |       |  |       |     |   |  |   |        |  
|----------------------------------- |  | -------------------- | ---- | - | --------------- | - | ------ | ------------------ |  | -------------------- | ----- |  | ----- | --- | - |  | - | ------ | -
|                                    |  | Developed Technology |      |   | Core Technology |   |        | License Agreements |  | Non Compete Contract |       |  | Total |    
|Balance as of September 30, 2003    |  | $                    | 655  |   |                 | $ | 2,082  |                    |  | $                    |      |  | $     | 157 |   |  | $ | 2,894  |  
|Acquired during the period          |  |                      |     |   |                 |   |       |                    |  |                      | 1,138 |  |       |    |   |  |   | 1,138  |  
|Amortization during the period      |  |                      | (66  | ) |                 |   | (147   | )                  |  |                      |      |  |       | (48 | ) |  |   | (261   | )
|Impairment of purchased intangibles |  |                      | (589 | ) |                 |   | (1,500 | )                  |  |                      |      |  |       |    |   |  |   | (2,089 | )
|                                    |  |                      |      |   |                 |   |        |                    |  |                      |       |  |       |     |   |  |   |        |  
|Balance as of March 31, 2004        |  | $                    |     |   |                 | $ | 435    |                    |  | $                    | 1,138 |  | $     | 109 |   |  | $ | 1,682  |  
|                                    |  |                      |      |   |                 |   |        |                    |  |                      |       |  |       |     |   |  |   |        |  



During the three
months ended December 31, 2003, the Company recorded impairment charges of approximately $2.1 million related to the remaining portion of the acquired developed technology and core technology related to the Akcron and RTP reporting units. These
charges have been reflected in the results of operations in the quarter ended December 31, 2003 (See Note 4).



During the three months ended March 31, 2004, the Company signed a Termination and Assignment Agreement (the Agreement) with
Ishikawajima-Harima Heavy Industries (IHI), the Companys value-added reseller of its flat panel display products in Japan. Under the terms of the Agreement, all prior existing agreements between IHI and the Company were terminated,
including IHIs rights to sell and support the Companys flat panel display products on an exclusive basis in Japan. As part of this agreement IHI assigned to the Company the right to use all intellectual property rights associated with
the Companys products held by IHI, including any patents and patent applications associated with the intellectual property rights. Additionally, as part of this agreement, IHI has retained rights to purchase systems from the Company for resale
to one particular customer in Japan for purchase orders issued from the customer to IHI prior to April 1, 2005. The Company paid to IHI $1.5 million, consisting of $339,000 for IHIs remaining field spares inventory and $1.1 million for the
aforementioned intellectual property rights and other intangible assets. These intangible assets will be amortized over three years, beginning in April 2004.



11



---

##### Table of Contents

PHOTON DYNAMICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



As of March 31, 2004, the Core Technology and Non-Compete Contract relate to the Companys
purchase of assets from Summit Imaging, while the License Agreements relate to the termination agreement with IHI.



NOTE 6Derivative Financial Instruments



Photon Dynamics uses financial instruments, such as forward exchange and currency option contracts, to hedge a portion of, but not all, existing and
anticipated foreign currency denominated transactions. The terms of currency instruments used for hedging purposes are generally consistent with the timing of the transactions being hedged. Under its foreign currency risk management strategy, the
Company utilizes derivative instruments to protect its interests from unanticipated fluctuations in earnings and cash flows caused by volatility in currency exchange rates. This financial exposure is monitored and managed by the Company as an
integral part of its overall risk management program which focuses on the unpredictability of financial markets and seeks to reduce the potentially adverse effects that the volatility of these markets may have on its operating results. As of March
31, 2004, the Company had entered into certain derivative instruments to protect its anticipated foreign currency exposures with these derivative instruments having original maturities of up to sixteen months.



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



The Companys
international sales are primarily denominated in U.S. dollars. For foreign currency denominated sales, however, the volatility of the foreign currency markets represents risk to the Companys margins. The Company defines its exposure as the
risk of changes in the functional-currency-equivalent cash flows (generally U.S. dollars) attributable to changes in the related foreign currency exchange rates. In fiscal 2003, the Company entered into certain transactions with forward sales
contracts with critical terms designed to match those of the underlying exposure. The Company did not qualify these forward sales contracts as hedging instruments, as defined by FAS 133, and, as such, records the changes in the fair value of these
derivatives immediately in Interest income and other, net in the Companys condensed consolidated statements of operations. At March 31, 2004, the Company had foreign exchange forward contracts maturing throughout fiscal 2004 to
sell approximately $2.8 million in foreign currencies, primarily Japanese Yen. Losses from changes in fair values for the three and six month periods ended March 31, 2004, were approximately $87,000 and $208,000, respectively and are included in
Interest income and other, net in the condensed consolidated statements of operations. Total losses on open contracts at March 31, 2004 of approximately $416,000 are included in Other current liabilities in the condensed
consolidated balance sheet. The Company did not have any forward sales contracts at March 31, 2003.



NOTE 7Comprehensive Income



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



|                                         |  |                              |       |   |                            |   |         |      |  |   |       |   |  |   |         |  
|---------------------------------------- |  | ---------------------------- | ----- | - | -------------------------- | - | ------- | ---- |  | - | ----- | - |  | - | ------- | -
|                                         |  | Three Months Ended March 31, |       |   | Six Months Ended March 31, |  
|                                         |  | 2004                         |       |   | 2003                       |   |         | 2004 |  |   | 2003  |  
|                                         |  | (in thousands)               |      
|Net income (loss)                        |  | $                            | 1,139 |   |                            | $ | (23,013 | )    |  | $ | 2,095 |   |  | $ | (48,031 | )
|Other comprehensive income (loss):       |  |                              |       |   |                            |   |         |      |  |   |       |   |  |   |         |  
|Change in unrealized gain on investments |  |                              | (46   | ) |                            |   | 26      |      |  |   | (176  | ) |  |   | (113    | )
|Currency translation adjustments         |  |                              | 48    |   |                            |   | (14     | )    |  |   | (99   | ) |  |   | (39     | )
|                                         |  |                              |       |   |                            |   |         |      |  |   |       |   |  |   |         |  
|Other comprehensive income (loss)        |  |                              | 2     |   |                            |   | 12      |      |  |   | (275  | ) |  |   | (152    | )
|                                         |  |                              |       |   |                            |   |         |      |  |   |       |   |  |   |         |  
|Total comprehensive income (loss)        |  | $                            | 1,141 |   |                            | $ | (23,001 | )    |  | $ | 1,820 |   |  | $ | (47,183 | )
|                                         |  |                              |       |   |                            |   |         |      |  |   |       |   |  |   |         |  



NOTE 8Shareholders
Equity



Stock Option Plans. On January 26, 2004, at
the Companys Annual Meeting of Shareholders, the Companys shareholders approved an increase of 400,000 shares reserved for grant under the Companys 1995 Employee Stock Option Plan from a total of 2,990,943 shares to a total of
3,390,943 shares and an increase of 250,000 shares authorized for issuance under the Companys 1995 Employee Stock Purchase Plan from a total of 1,250,000 shares to a total of 1,500,000 shares.



12



---

##### Table of Contents

PHOTON DYNAMICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



Stock Repurchase Program. In August 2002, the Companys Board of Directors approved a
stock repurchase program authorizing the Company to repurchase up to an aggregate of $25.0 million of the Companys common stock. The repurchase program was terminated on January 15, 2003. The repurchases were made from time to time on the open
market at prevailing prices, in negotiated transactions off the market or pursuant to a 10b5-1 plan adopted by the Company. The 10b5-1 plan allowed the Company to repurchase its shares during a period in which the Company was in possession of
material non-public information, provided that the Company communicated share repurchase instructions to the broker at a time when it was not in possession of such material non-public information.



During the six-month period ended March 31, 2003, the Company repurchased
903,032 shares for an aggregate repurchase price of approximately $17.7 million. As of January 15, 2003, at the termination of the program, the Company had purchased a total of 1,253,932 shares for an aggregate repurchase price of approximately
$24.6 million.



NOTE 9Net Income (Loss) Per Share



Basic net income (loss) per share is calculated using the weighted average
number of shares of common stock outstanding. Diluted net income (loss) per share is computed in the same manner and also gives effect to all dilutive common equivalent shares outstanding during the period. Common equivalent shares consist of stock
options issued to employees under employee stock option plans and warrants.



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



|                                                                |  |                                       |        |   |                            |   |         |      |  |   |        |   |  |   |         |    
|--------------------------------------------------------------- |  | ------------------------------------- | ------ | - | -------------------------- | - | ------- | ---- |  | - | ------ | - |  | - | ------- | ---
|                                                                |  | Three Months Ended March 31,          |        |   | Six Months Ended March 31, |  
|                                                                |  | 2004                                  |        |   | 2003                       |   |         | 2004 |  |   | 2003   |  
|                                                                |  | (in thousands, except per share data) |       
|Numerator:                                                      |  |                                       |        |   |                            |   |         |      |  |   |        |   |  |   |         |    
|Net income (loss) from continuing operations                    |  | $                                     | 2,415  |   |                            | $ | (7,733  | )    |  | $ | 3,324  |   |  | $ | (8,991  | )  
|Net income (loss) from discontinued operations                  |  |                                       | (1,276 | ) |                            |   | (15,280 | )    |  |   | (1,229 | ) |  |   | (39,040 | )  
|                                                                |  |                                       |        |   |                            |   |         |      |  |   |        |   |  |   |         |    
|Net income (loss)                                               |  | $                                     | 1,139  |   |                            | $ | (23,013 | )    |  | $ | 2,095  |   |  | $ | (48,031 | )  
|                                                                |  |                                       |        |   |                            |   |         |      |  |   |        |   |  |   |         |    
|Denominator:                                                    |  |                                       |        |   |                            |   |         |      |  |   |        |   |  |   |         |    
|Weighted average common shares for net income (loss) per share  |  |                                       | 16,572 |   |                            |   | 15,944  |      |  |   | 16,517 |   |  |   | 16,052  |    
|Weighted average employee stock options                         |  |                                       | 600    |   |                            |   |        |      |  |   | 657    |   |  |   |        |    
|                                                                |  |                                       |        |   |                            |   |         |      |  |   |        |   |  |   |         |    
|Weighted average shares for diluted net income (loss) per share |  |                                       | 17,172 |   |                            |   | 15,944  | (1)  |  |   | 17,174 |   |  |   | 16,052  | (1)
|                                                                |  |                                       |        |   |                            |   |         |      |  |   |        |   |  |   |         |    
|Net income (loss) per share:                                    |  |                                       |        |   |                            |   |         |      |  |   |        |   |  |   |         |    
|Basic net income (loss) per share:                              |  |                                       |        |   |                            |   |         |      |  |   |        |   |  |   |         |    
|Net income (loss) from continuing operations                    |  | $                                     | 0.15   |   |                            | $ | (0.49   | )    |  | $ | 0.20   |   |  | $ | (0.56   | )  
|Net income (loss) from discontinued operations                  |  |                                       | (0.08  | ) |                            |   | (0.96   | )    |  |   | (0.07  | ) |  |   | (2.43   | )  
|                                                                |  |                                       |        |   |                            |   |         |      |  |   |        |   |  |   |         |    
|Net income (loss) per share                                     |  | $                                     | 0.07   |   |                            | $ | (1.44   | )    |  | $ | 0.13   |   |  | $ | (2.99   | )  
|                                                                |  |                                       |        |   |                            |   |         |      |  |   |        |   |  |   |         |    
|Diluted net income (loss) per share:                            |  |                                       |        |   |                            |   |         |      |  |   |        |   |  |   |         |    
|Net income (loss) from continuing operations                    |  | $                                     | 0.14   |   |                            | $ | (0.49   | )    |  | $ | 0.19   |   |  | $ | (0.56   | )  
|Net income (loss) from discontinued operations                  |  |                                       | (0.07  | ) |                            |   | (0.96   | )    |  |   | (0.07  | ) |  |   | (2.43   | )  
|                                                                |  |                                       |        |   |                            |   |         |      |  |   |        |   |  |   |         |    
|Net income (loss) per share                                     |  | $                                     | 0.07   |   |                            | $ | (1.44   | )    |  | $ | 0.12   |   |  | $ | (2.99   | )  
|                                                                |  |                                       |        |   |                            |   |         |      |  |   |        |   |  |   |         |    



|(1) | The effect of dilutive securities from employee stock options and warrants to purchase 316,919 and 425,919 shares of common stock for the three and six month periods
ended March 31, 2003 were not included in the computation of diluted net income (loss) per share as the effect is anti-dilutive due to net losses.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



During the three and six month periods ended March 31, 2004, options to purchase 240,828 and 203,215 shares, respectively, were not included in the
computation of diluted net income (loss) per share because the exercise price was greater than the average market price of common shares for the respective periods. During the three and six month periods ended March 31, 2003, options to purchase
1,328,494 and 1,190,699 shares, respectively, were not included in the computation of diluted net income (loss) per share because the exercise price was greater than the average market price of common shares for the respective periods.



13



---

##### Table of Contents

PHOTON DYNAMICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



NOTE 10Commitments and Contingencies



Inventory Purchase Commitments



The Company maintains certain open inventory purchase commitments with some of its suppliers to ensure a smooth and continuous supply chain for key
components. The Companys liability in these purchase commitments is generally restricted to a forecasted time horizon as mutually agreed upon between the parties. The Companys open inventory purchase commitments were approximately $45.8
million as of March 31, 2004. The majority of these purchase commitments are covered by confirmed customer orders.



Warranty Obligations



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



Changes in the Companys product liability during the six month periods
ended March 31, 2004 and 2003 were as follows:



|                                                                        |  |                |        |   |                |   |       |  
|----------------------------------------------------------------------- |  | -------------- | ------ | - | -------------- | - | ----- | -
|                                                                        |  | March 31, 2004 |        |   | March 31, 2003 |  
|                                                                        |  | (in thousands) |       
|Beginning balance                                                       |  | $              | 2,363  |   |                | $ | 2,383 |  
|Estimated warranty cost of new shipments during the period              |  |                | 2,100  |   |                |   | 1,018 |  
|Warranty charges during the period                                      |  |                | (1,710 | ) |                |   | (847  | )
|Liability assumed as a result of the acquisition of the RTP Assets      |  |                |       |   |                |   | (369  | )
|Changes in liability for pre-existing warranties, including expirations |  |                | 481    |   |                |   | 150   |  
|                                                                        |  |                |        |   |                |   |       |  
|Ending balance                                                          |  | $              | 3,234  |   |                | $ | 2,335 |  
|                                                                        |  |                |        |   |                |   |       |  



Legal Proceedings



The Company and certain of its directors and officers have been named as
defendants in a lawsuit captioned Amtower v. Photon Dynamics, Inc., No. CV797876, filed on April 30, 2001 in the Superior Court of the State of California, County of Santa Clara. The plaintiff, who previously served as one of the Companys
officers, has asserted several causes of action arising out of alleged misrepresentations made to plaintiff regarding the existence and enforcement of the Companys insider trading policy. The plaintiff is seeking damages of approximately $17.7
million for defendants alleged refusal to allow plaintiff to sell shares of the Companys stock in May of 2000, plus unspecified emotional distress and punitive damages. On December 6, 2001, the court granted defendants motion to
dismiss the complaint for failure to allege facts sufficient to state a cause of action, with leave to file an amended complaint. On January 17, 2002, plaintiff filed his amended complaint and defendants again moved to dismiss the action. On June
27, 2002, the court issued an order granting in part and denying in part the motion, and further granted plaintiff an opportunity to restate certain claims. On October 1, 2002, plaintiff filed his Second Amended Complaint, which was heard on April
8, 2003, and defendants again moved to dismiss the action. On April 21, 2003, the court granted in part and denied in part the Companys motion. The pleadings have been finalized and certain claims against the Company and the individual
defendants will proceed. The parties currently are engaged in discovery, and the Court has yet to set a trial date. The Company believes the plaintiffs case is without merit and intends to defend this action vigorously. Although the Company
cannot predict the outcome of this litigation, the Company believes that any adverse judgment in this litigation could have a material adverse effect on the Companys financial condition or results of operations.



The Company has been named as a defendant in a lawsuit captioned Sanmina SCI
Corporation v. Photon Dynamics, Inc., No. CV 013715, filed on February 3, 2004 in the Superior Court of the State of California, County of Santa Clara. The plaintiff in this action, who previously was a third-party manufacturer of the Company, has
asserted several causes of action arising out of the alleged nonperformance by the Company of the manufacturing outsourcing agreement between the Company and the plaintiff, and is seeking approximately $3.1 million in compensatory damages and
punitive damages in a unknown amount. The Company is in the process of responding to the complaint. The Company intends to defend this action vigorously. Although the Company cannot predict the outcome of this litigation, the Company believes that
any adverse judgment in this litigation would not have a material adverse effect on the Companys financial condition or results of operations.



14



---

##### Table of Contents

PHOTON DYNAMICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



The Company was named as defendant in a lawsuit captioned Thomason v. Photon Dynamics, Inc. et al.,
No. 02CC03568, filed on February 28, 2002 in the Superior Court of the State of California, County of Orange. The plaintiff in this action purported to assert that he was wrongly not allowed to exercise certain stock options and sought damages of
approximately $1.1 million and punitive damages in an unknown sum. On April 23, 2004, the parties to the litigation settled all litigation between them and the Company paid $750,000 to the plaintiff as part of the settlement agreement. The charge
for this settlement is included in discontinued operations for the Printed Circuit Board Assembly Inspection Business in the Condensed Consolidated Statement of Operations.



The Company filed a lawsuit captioned Photon Dynamics, Inc. vs. PanelVision Technology and Guillermo Toro-Lira, No.
CO202563PJH on May 28, 2002, in the U.S. District Court for the Northern District of California, County of Santa Clara. The Company was alleging infringement of a U.S. Patent owned by it and was seeking full compensatory damages and an injunction
against the defendants. On July 17, 2002, the defendants answered the Companys complaint and asserted a counterclaim alleging damages of at least $6.0 million in compensatory damages for loss of business. On January 23, 2003, the Company added
Shimadzu Corporation as an additional defendant. On April 23, 2003, the defendants added additional counterclaims against the Company alleging violations of the antitrust laws and requesting the damages sought to be trebled. Subsequently, the court
bifurcated the antitrust claims of Toro-Lira and Shimadzu Corporation against the Company, thus deferring any consideration of these claims until the conclusion of the patent infringement issues. On October 16, 2003, the parties to the litigation
settled all litigation between them regarding US Patent 5,081,687, US Reissue Patent No.37,847 and Japanese Patent 3292990. Pursuant to the agreement between the parties, Shimadzu Corporation, companies affiliated with Shimadzu, and customers of
Shimadzu are irrevocably licensed world-wide under US Patent 5,081,687, US Reissue Patent No.37,847 and Japanese Patent 3292990 and any corresponding patents to manufacture, use, and sell e-beam based panel test equipment designed by or for
Shimadzu. All other terms of the settlement agreement are confidential. The proceeds of this settlement are included in Interest income and other, net, in the Condensed Consolidated Statements of Operations.



Photon Dynamics is named from time to time as a party to lawsuits in the
normal course of its business. Litigation, in general, and intellectual property and securities litigation in particular, can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult
to predict. We believe that we have defenses in each of the matters and are vigorously contesting each of these matters.



NOTE 11Geographic Information



The Company sells its products directly to customers in Korea, Taiwan and Japan and through a value-added distributor, Ishikawajima-Harima Heavy
Industries Co., Ltd., in Japan. For geographical reporting, revenue is attributed to the geographic location to which the product was shipped. Long-lived assets consist primarily of property, plant and equipment, and are attributed to the geographic
location in which they are located.



The following is a summary
of revenue by geographic area based on location where the product was shipped:



|         |  |                              |        |                            |   |       |  |      |        |  |   |       
|-------- |  | ---------------------------- | ------ | -------------------------- | - | ----- |  | ---- | ------ |  | - | ------
|         |  | Three Months Ended March 31, |        | Six Months Ended March 31,
|         |  | 2004                         |        | 2003                       |   | 2004  |  | 2003
|         |  | (in thousands)              
|Revenue: |  |                              |        |                            |   |       |  |      |        |  |   |       
|Korea    |  | $                            | 12,688 |                            | $ | 3,928 |  | $    | 23,983 |  | $ | 18,589
|Taiwan   |  |                              | 12,875 |                            |   | 4,969 |  |      | 20,074 |  |   | 9,095 
|Japan    |  |                              | 915    |                            |   | 161   |  |      | 6,920  |  |   | 536   
|         |  |                              |        |                            |   |       |  |      |        |  |   |       
|Total    |  | $                            | 26,478 |                            | $ | 9,058 |  | $    | 50,977 |  | $ | 28,220
|         |  |                              |        |                            |   |       |  |      |        |  |   |       



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



|           |  |                              |   |  |                            |   |  |      |   |  |      |  
|---------- |  | ---------------------------- | - |  | -------------------------- | - |  | ---- | - |  | ---- | -
|           |  | Three Months Ended March 31, |   |  | Six Months Ended March 31, |  
|           |  | 2004                         |   |  | 2003                       |   |  | 2004 |   |  | 2003 |  
|Customer A |  | 33                           | % |  | 49                         | % |  | 25   | % |  | 48   | %
|Customer B |  | *                            |   |  | *                          |   |  | 17   | % |  | 15   | %
|Customer D |  | *                            |   |  | *                          |   |  | 12   | % |  | *    |  
|Customer E |  | 22                           | % |  | 34                         | % |  | 19   | % |  | 16   | *
|Customer G |  | 10                           | % |  | *                          |   |  | 11   | % |  | *    |  



|* | Customer accounted for less than 10% for the period
|- | ---------------------------------------------------



15



---

##### Table of Contents

PHOTON DYNAMICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



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



|           |  |                |   |  |                    |  
|---------- |  | -------------- | - |  | ------------------ | -
|           |  | March 31, 2004 |   |  | September 30, 2003 |  
|Customer A |  | 42             | % |  | 25                 | %
|Customer D |  | 10             | % |  | *                  |  
|Customer E |  | 16             | % |  | *                  |  
|Customer H |  | *              |   |  | 58                 | %



|* | Customer accounted for less than 10% for the period
|- | ---------------------------------------------------



Long-lived assets by geographical area are as follows:



|              |  |                |        |                    |   |       
|------------- |  | -------------- | ------ | ------------------ | - | ------
|              |  | March 31, 2004 |        | September 30, 2003
|              |  | (in thousands)
|United States |  | $              | 17,536 |                    | $ | 14,284
|Canada        |  |                | 1,669  |                    |   | 1,240 
|Other         |  |                | 203    |                    |   | 186   
|              |  |                |        |                    |   |       
|Total         |  | $              | 19,408 |                    | $ | 15,710
|              |  |                |        |                    |   |       



NOTE 12Subsequent Events



On May 3, 2004, the Company entered into an Asset
Purchase and Sale Agreement with WOOYOUNG CO. LTD. (WOOYOUNG) for the sale of assets for which the Company previously recorded impairment charges. In Korea, the Company is selling all assets related to its TFT-LCD Backlight Inverter
business to WOOYOUNG for approximately $481,000 in U.S. funds. The assets include inventory and production equipment, intellectual property and certain employees related to the inverter business. The Company will record a gain on the transaction of
approximately $350,000 in its third fiscal quarter.



16



---

##### Table of Contents

|ITEM 2. |  | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- |  | -------------------------------------------------------------------------------------



This Quarterly Report on Form 10-Q contains 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. Actual results could differ materially from those projected in the forward-looking statements as a result of a number of factors,
risks and uncertainties, including the risk factors set forth in this discussion, especially under the caption Factors Affecting Operating Results and elsewhere in this Form 10-Q. Generally, the words anticipate,
expect, intend, believe and similar expressions identify forward-looking statements. The forward-looking statements made in this Form 10-Q are made as of the filing date with the Securities and Exchange Commission
and future events or circumstances could cause results that differ significantly from the forward-looking statements included here. Accordingly, we caution readers not to place undue reliance on such statements. We expressly disclaim any obligation
to update or alter our forward-looking statements, whether, as a result of new information, future events or otherwise.



The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and notes thereto in Item 1
above and with our financial statements and notes thereto for the year ended September 30, 2003, contained in our Annual Report on Form 10-K.



Overview



Our Company



Photon
Dynamics, Inc. is a leading provider of yield management solutions to the flat panel display industry. Our customers use our systems to increase manufacturing yields of high performance flat panel displays used in a number of products, including
notebook and desktop computers, televisions and advanced mobile electronic devices such as cellular phones, personal digital assistants and portable video games. Our test and repair systems are used by manufacturers to collect data, analyze product
quality and identify and repair product defects at critical steps in the manufacturing process.



We sell our products to manufacturers in the flat panel display industries. Our flat panel display customers are located primarily in Korea, Taiwan and
Japan, where flat panel display production is concentrated. We derive most of our revenue from a small number of customers, and we expect this to continue for the foreseeable future.



Our products are primarily manufactured in San Jose, California. Our manufacturing activities consist primarily of final
assembly and test of components and subassemblies, which are purchased from third party vendors. We schedule production based upon customer purchase orders and anticipated orders during the planning cycle. We generally expect to be able to accept a
customer order, build the required machinery and ship to the customer within 26 to 39 weeks.



The success of our business depends upon numerous factors, including, but not limited to:



| |  | the level of capital expenditures of flat panel display manufacturers, which in turn depends on the current and anticipated market demand for products utilizing flat panel displays,
and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | the relative competitiveness of our products and services.
| | - | ----------------------------------------------------------



We do not consider our business to be seasonal in nature, but it is cyclical with respect to the capital equipment procurement practices of flat panel
display manufacturers and is impacted by the investment patterns of these manufacturers in different global markets. A substantial percentage of our revenue is derived from the sale of a small number of yield management systems ranging in price from
approximately $400,000 to $2.5 million. Therefore, the timing of the sale of a single system could have a significant impact on our quarterly results.



Focus on Flat Panel Display Industry



We have not always focused solely on the flat panel display industry. Previously we also produced printed circuit board assembly inspection products and
cathode ray tube display and high quality glass inspection products. However, we determined to exit these markets as we believed that they did not have the potential to be profitable for us. Consequently, in January 2003 we implemented a plan to
exit the printed circuit board assembly inspection business, and in June 2003 we implemented a plan to exit the cathode ray tube display and high quality glass inspection business. Accordingly, the operating results of these former businesses have
been reclassified as discontinued operations for all periods presented.



In view of continued deterioration in market opportunities that began in the fourth quarter of fiscal 2003, we have suspended operations in the low temperature poly-silicon (LTPS) technology and inverter markets. Although we
continue to support systems in the field with parts and service, we are currently not actively pursuing new business for systems, upgrades or enhancements for the foreseeable future.



17



---

##### Table of Contents

Our transition to the singular focus on our core business of developing yield management solutions for
the flat panel display industry has given us a clear focus and direction in fiscal 2004 to strengthen our product and market position. Our fiscal 2004 strategic objectives are to build stronger customer partnerships and to enhance our operating
performance. Our management team is focused on several imperatives to support these objectives:



| |  | Gross margin improvement: We have instituted supply chain management programs with all key suppliers to focus on volume purchase agreements. We have developed cost reduction
programs focused at vertical integration of certain purchased assemblies, building certain subassemblies both with lower cost outside providers and lower cost in-house manufacturing. We have also established product quality programs focused at
improving product reliability and reducing product warranty costs.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Production capacity expansion: We have moved into a new facility to increase our manufacturing capacity in response to increasing demand for our products. Our new facility provides
a larger area to manufacture our larger Generation 6 and 7 products and we are hiring additional staff to support increased production.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Asia localization: We continue to build up our Asia local management and customer support resources in order to meet our customers expectations of local product support and
local engineering support.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Quality improvement: We are continuing to implement processes to drive product quality improvement and ease of use for our customers.
| | - | -------------------------------------------------------------------------------------------------------------------------------------



We moved into our new facility in our second fiscal quarter. We also
increased our manufacturing operations staff in our second quarter in order to meet increased demand for our products. In the short-term, the incremental capacity of our new facilities will cause our manufacturing operations to be less efficient due
to staff training and redundancy. This will most likely cause delays in executing our cost reduction programs and delay our ability to increase our gross margins.



Industry



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



Demand for active matrix liquid crystal display (AMLCD) products
continues to grow. During 2003, demand for computer monitor displays and notebook demand resulted in Korean and Taiwanese flat panel display manufactures investing heavily in Generation 5 factories to keep pace with the demand for products
(Generations refer to the size of the panels produced, with increasing generations being larger panels). In addition, 2003 signaled the start of AMLCD television mass production and growth in that market is expected to continue to fuel
the overall growth in the flat panel display market in 2004. However, there are many factors that will dictate how successful AMLCD manufacturers are in penetrating the television market, including display performance, price reduction and the
ability to maintain profitability. The adoption rate of television products is uncertain and will affect demand and overall market growth.



We believe continued growth in demand for AMCLD products will fuel investments in Generation 6 and 7 factories to keep pace and that inspection, test and
repair systems will continue to represent a significant percentage of our customers capital spending, driving increased demand for our products and services.



Backlog



Our backlog for unshipped system orders as of March 31, 2004, was approximately $85.1 million. Our backlog consists of orders for which we have accepted
purchase orders and assigned shipment dates within the next twelve months and which are reasonably expected to be filled within that time frame. We received orders valued at $47.2 million in the three months ended March 31, 2004, and $42.1 million
in the quarter ended December 31, 2003. All orders are subject to delay or cancellation with limited or no penalty to the customer. Because of possible changes in product delivery schedules and cancellation of product orders, among other factors,
our backlog may vary significantly and, at any particular date, is not necessarily indicative of actual sales for any succeeding period.



18



---

##### Table of Contents

Critical Accounting Policies and Estimates



Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated
financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. The preparation of our financial statements and the related disclosures requires our
management to make judgments, assumptions and estimates that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Note 1 of our Notes to Condensed Consolidated
Financial Statements, describes significant accounting policies used in the preparation of our condensed consolidated financial statements. Certain of these significant accounting policies are considered to be critical accounting policies.



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



Estimates and assumptions about future events and their effects cannot be
determined with certainty. We base our estimates on historical experience and on various other assumptions that are believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional
information is obtained and as our operating environment changes. In addition, management is periodically faced with uncertainties, the outcomes of which are not within its control and will not be known for prolonged periods of time. These
uncertainties are discussed in the section below entitled Factors Affecting Operating Results.



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



Revenue Recognition.Note 1 of
our Notes to Condensed Consolidated Financial Statements provides an understanding of our revenue recognition policy. For each arrangement, we make judgments as to whether persuasive evidence of an arrangement exists, delivery has
occurred, the services have been rendered, the selling price is fixed and determinable, collection of the receivable is reasonably assured, and no significant post-delivery obligations remain unfulfilled. If any of these criteria are not met, we
defer revenue recognition until such time as all of the criteria are met.



In addition, for arrangements with multiple deliverables, we make additional judgments as to whether each item has value to the customer on a stand-alone basis, the amounts of revenue for each element that are not
subject to refund, all defined customer acceptance experience levels have been met, and the fair values of any undelivered items have been reliably determined.



We record a provision for estimated sales returns in the same period as the related revenue is recorded, which is netted against revenue. These
estimates are based on historical sales returns and other known factors which have not varied widely in the past and we do not reasonably expect these factors to significantly change in the foreseeable future. If the historical data we use to
calculate these estimates does not properly reflect future returns, additional provisions may be required. Historically, we have not experienced the return of any of our flat panel display systems and do not expect this to change in the foreseeable
future. However, due to the relatively high prices of our systems, the actual return of one of these systems would have a material adverse effect on our results of operations.



Allowance for Doubtful Accounts.Our trade receivables are derived from sales to flat panel display manufacturers
located primarily in Korea, Japan and Taiwan. In order to monitor potential credit losses, we perform periodic evaluations of our customers financial condition. We maintain an allowance for doubtful accounts for the potential inability of our
customers to make required payments based upon our assessment of the expected collectibility of all accounts receivable. In estimating the provision, management considers (i) historical experience, (ii) the length of time the receivables are past
due, (iii) any circumstances of which we are aware of a customers inability to meet its financial obligations, and (iv) other known factors. We review this provision periodically to assess the adequacy of the provision.



Our allowance for doubtful accounts was approximately $656,000 and $726,000
at March 31, 2004 and September 30, 2003. These balances each represent approximately 1% of fiscal 2003 revenues. Historically, losses due to bad customer debt in our flat panel display business have been immaterial and we expect that this will not
change in the foreseeable future. However, if a single customer returned a product or was unable or unwilling to make payments, additional allowances may be required. Accordingly, inability of a single customer to make required payments could have a
material adverse effect on our results of operations.



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



19



---

##### Table of Contents

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



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



Our liability for warranty coverage was approximately $3.2 million and
$2.3 million at March 31, 2004 and September 30, 2003. Should actual product failure rates, material usage and labor efficiencies differ from our estimates, revisions to the estimated warranty liability would be required.



Goodwill and Intangible Assets. We have accounted for goodwill and
other intangible assets resulting from our acquisitions in accordance with Statement of Financial Accounting Standards No. 142 Goodwill and Other Intangible Assets (FAS142). FAS 142 prohibits the amortization of goodwill and
intangible assets with indefinite useful lives and requires that these assets be reviewed for impairment at least annually, and more frequently if there are indicators of impairment. The process for evaluating the potential impairment of goodwill is
highly subjective and requires significant judgment at many points during the analysis. Should actual results differ from our estimates, revisions to the recorded amount of goodwill could be reported.



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



Recent Goodwill Impairment. In the fourth quarter of fiscal 2003, due to limited opportunities in the inverter market and uncertainty as to the
adoption of LTPS technology, management performed an impairment analysis of the goodwill associated with our Akcron and RTP reporting units. As a result of this analysis, we recorded a goodwill impairment charge of $10.0 million. As of December
2003, due to continued deterioration in the inverter market, management performed an impairment analysis of the remaining goodwill associated with Akcron. As a result of this analysis, we recorded a goodwill impairment charge of approximately
$365,000. These charges were reflected in our results of operations for the three months ended December 31, 2003. In October 2003, $1.7 million of the $2 million escrow related to the purchase of the RTP Assets was settled in our favor, and $300,000
was settled in favor of Intevac, resulting in an additional goodwill impairment charge in the three months ended December 31, 2003. Goodwill as of March 31, 2004, was approximately $153,000, related to our purchase of assets from Summit Imaging.



Recent Impairment of Long-Lived Assets. In the fourth
quarter of fiscal 2003, as a result of limited opportunities in the inverter market and uncertainty as to the adoption of LTPS technology, management performed an impairment analysis of the intangible assets associated with our Akcron and RTP
reporting units. As a result, we recorded an intangible asset impairment charge of $3.5 million. As of December 2003, due to continued deterioration in the inverter market, management performed an impairment analysis of the remaining intangible
assets associated with RTP and Akcron. As a result, we recorded an intangible asset impairment charge of $2.1 million. These charges were reflected in our results of operations for the three months ended December 31, 2003. Intangible assets as of
March 31, 2004 were approximately $1.7 million, related to patents and acquired core technology resulting from our purchase of assets from Summit Imaging and the assignment and license agreement signed with IHI in March 2004.



Contingencies and Litigation. We make an assessment of the probability
of an adverse judgment resulting from current and threatened litigation. We accrue the cost of an adverse judgment if, in our estimation and based on the advice of legal counsel, the adverse settlement is probable and we can reasonably estimate the
ultimate cost of such a judgment. We are engaged in two significant litigation matters as of March 31, 2004, as described in Note 10 to the Condensed Consolidated Financial Statements in this Form 10-Q, in which the plaintiffs are collectively
seeking a total of approximately $20.8 million. We have made our requisite assessments and accruals, as warranted, as of March 31, 2004. If either of these matters are not resolved in our favor, we could incur substantial charges to our future
operating results.



20



---

##### Table of Contents

Results of Operations



Selected Financial Data



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



|                                                                                         |  |                              |   |  |                            |    |  |       |   |  |        |   
|---------------------------------------------------------------------------------------- |  | ---------------------------- | - |  | -------------------------- | -- |  | ----- | - |  | ------ | --
|                                                                                         |  | Three Months Ended March 31, |   |  | Six Months Ended March 31, |   
|                                                                                         |  | 2004                         |   |  | 2003                       |    |  | 2004  |   |  | 2003   |   
|Revenue                                                                                  |  | 100.0                        | % |  | 100.0                      | %  |  | 100.0 | % |  | 100.0  | % 
|Cost of goods sold                                                                       |  | 53.6                         |   |  | 87.3                       |    |  | 54.1  |   |  | 69.0   |   
|                                                                                         |  |                              |   |  |                            |    |  |       |   |  |        |   
|Gross margin                                                                             |  | 46.4                         |   |  | 12.7                       |    |  | 45.9  |   |  | 31.0   |   
|                                                                                         |  |                              |   |  |                            |    |  |       |   |  |        |   
|Operating expenses:                                                                      |  |                              |   |  |                            |    |  |       |   |  |        |   
|Research and development                                                                 |  | 23.2                         |   |  | 59.8                       |    |  | 23.4  |   |  | 35.1   |   
|Selling, general and administrative                                                      |  | 15.0                         |   |  | 41.7                       |    |  | 16.8  |   |  | 24.3   |   
|Impairment of goodwill                                                                   |  |                             |   |  |                           |    |  | 1.3   |   |  |       |   
|Impairment of purchased intangibles                                                      |  |                             |   |  |                           |    |  | 4.1   |   |  |       |   
|Impairment of fixed assets                                                               |  |                             |   |  |                           |    |  | 0.5   |   |  |       |   
|Acquired in-process research and development                                             |  |                             |   |  |                           |    |  |      |   |  | 6.6    |   
|Amortization of intangible assets                                                        |  | 0.2                          |   |  | 4.1                        |    |  | 0.5   |   |  | 2.2    |   
|                                                                                         |  |                              |   |  |                            |    |  |       |   |  |        |   
|Total operating expenses                                                                 |  | 38.4                         |   |  | 105.6                      |    |  | 46.6  |   |  | 68.2   |   
|                                                                                         |  |                              |   |  |                            |    |  |       |   |  |        |   
|Income (loss) from operations                                                            |  | 8.0                          |   |  | (92.9                      | )  |  | (0.7  | ) |  | (37.2  | ) 
|Interest income and other, net                                                           |  | 1.3                          |   |  | 7.9                        |    |  | 8.1   |   |  | 5.5    |   
|                                                                                         |  |                              |   |  |                            |    |  |       |   |  |        |   
|Income (loss) from continuing operations before income taxes and discontinued operations |  | 9.3                          |   |  | (85.0                      | )  |  | 7.4   |   |  | (31.7  | ) 
|Provision for income taxes                                                               |  | 0.2                          |   |  | 0.4                        |    |  | 0.9   |   |  | 0.2    |   
|                                                                                         |  |                              |   |  |                            |    |  |       |   |  |        |   
|Income (loss) from continuing operations                                                 |  | 9.1                          |   |  | (85.4                      | )  |  | 6.5   |   |  | (31.9  | ) 
|Loss from discontinued operations                                                        |  | (4.8                         | ) |  | (168.7                     | )  |  | (2.4  | ) |  | (138.3 | ) 
|                                                                                         |  |                              |   |  |                            |    |  |       |   |  |        |   
|Net income (loss)                                                                        |  | 4.3                          | % |  | (254.1                     | )% |  | 4.1   | % |  | (170.2 | )%
|                                                                                         |  |                              |   |  |                            |    |  |       |   |  |        |   



Revenue



|        |  |                              |      |   |                            |     |   |      |   |     |      |  |   |        |   |  |      |   |  |   |      |  
|------- |  | ---------------------------- | ---- | - | -------------------------- | --- | - | ---- | - | --- | ---- |  | - | ------ | - |  | ---- | - |  | - | ---- | -
|        |  | Three Months Ended March 31, |      |   | Six Months Ended March 31, |    
|        |  | 2004                         |      |   | Change                     |     |   | 2003 |   |     | 2004 |  |   | Change |   |  | 2003 |  
|Revenue |  | $                            | 26.5 | m |                            | 192 | % |      | $ | 9.1 | m    |  | $ | 51.0   | m |  | 81   | % |  | $ | 28.2 | m



The increase in
revenue was primarily due to the continued customer expansion of manufacturing capacity. Flat panel display manufacturers continue to increase capacity to meet computer notebook and monitor demand. In addition, price elasticity is creating strong
demand for 22  26 television displays. Generation 5 capacity additions continue in Korea and Taiwan as flat panel display manufacturers continue to invest to keep pace with the AMLCD demand. In addition, Generation 6 factories are
now coming on line and several manufacturers have either broken ground or announced their Generation 7 factories.



Sales of our Generation 6 products represented 21% and 22% of revenue in the three and six months ended March 31, 2004, respectively. Our products in each
new generation contain new performance and control features designed specifically to enhance yield improvement and process control. As a result, we have historically experienced increases in our average selling prices (ASPs) of between
20% and 50% in each new generation product. As with prior generation products, our Generation 6 products have greater ASPs than previous generations. However, there is no assurance that we will be successful in achieving or sustaining these levels
of increases on our Generation 6 and future generation products.



The increase in revenue in the three and six months ended March 31, 2004, as compared to the same periods in the prior fiscal year was due to increased shipments of both our ArrayChecker and ArrayRepair products shipped. Sales of our
ArrayChecker products represented approximately 83% and 81% of our total revenue for the three and six month periods ended March 31, 2004, as compared to approximately 43% and 67% for the same periods in the prior fiscal year. Sales of our test
products increased primarily due to the continued customer expansion of manufacturing capacity. Sales of our ArrayRepair products represented approximately 10% and 12% of our total revenue for the three and six month periods ended March 31, 2004, as
compared to approximately 0% and 2% in the same periods in the prior fiscal year. Sales of our repair products have increased partly in response to the larger glass size of Generation 6 and to expansion of customer manufacturing facilities. The cost
of yield loss associated with large monitor or television



21



---

##### Table of Contents

panels is driving flat panel display manufacturers to increase the number of repair systems used in the manufacturing process in an effort to maximize
yields. We also experienced an increase in revenue related to the receipt of final customer acceptances following completed installation of our products over the same period in our prior fiscal year.



Sales of our rapid thermal processing products, which are based on the
technology we acquired in November 2002, represented $3.4 million, or 12% of our revenue, in the six months ended March 31, 2003. We had no revenue from this product line in the six months ended March 31, 2004 and we do not expect it to be a
significant portion of revenue in the foreseeable future.



Our
international revenue is derived primarily from customers in Korea, Taiwan and Japan. International revenue represented 100% of our revenue in the three and six month periods ended March 31, 2004 and 2003. For the six month period ended March 31,
2004, revenue from Korea increased approximately $5.4 million, revenue from Taiwan increased approximately $11.0 million and revenue from Japan increased $6.4 million, compared to the same period of the prior fiscal year.



Gross Margin



|             |  |                              |   |  |                            |   |  |      |   |  |      |   |  |        |   |  |      |  
|------------ |  | ---------------------------- | - |  | -------------------------- | - |  | ---- | - |  | ---- | - |  | ------ | - |  | ---- | -
|             |  | Three Months Ended March 31, |   |  | Six Months Ended March 31, |  
|             |  | 2004                         |   |  | Change                     |   |  | 2003 |   |  | 2004 |   |  | Change |   |  | 2003 |  
|Gross Margin |  | 46.4                         | % |  | 970                        | % |  | 12.7 | % |  | 45.9 | % |  | 167    | % |  | 31.0 | %



In addition to the
year over year improvement in gross margins, our gross margins improved in the current year from 45% in our first quarter to 46% in our second quarter. Our current-year gross margins reflect the benefits of:



| |  | The full manufacturing integration of the ArrayChecker high-speed cameras, acquired as part of our acquisition of assets from Summit Imaging, Inc. in May 2003;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | A more heavily weighted mix to our higher margin ArrayChecker systems;
| | - | ----------------------------------------------------------------------



| |  | A higher level of revenue recognized after installation and final customer acceptance, which typically has a higher margin than revenue billed on the associated items that were
previously delivered;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Elimination of our use of a third-party contract manufacturer; and
| | - | ------------------------------------------------------------------



| |  | Manufacturing cost reduction due to sourcing of certain raw materials and subassemblies in Asia.
| | - | ------------------------------------------------------------------------------------------------



These benefits were offset by:



| |  | Longer cycle times or inefficiencies brought about by the addition of a second manufacturing shift during our second quarter; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------



| |  | The first production build of our dual-camera ArrayChecker and our Generation 6 ArrayRepair systems;
| | - | ----------------------------------------------------------------------------------------------------



| |  | The temporary loss of capacity caused by the move to our new facility early in the second quarter.
| | - | --------------------------------------------------------------------------------------------------



We anticipate that our gross margins for our third quarter of fiscal 2004 will remain relatively consistent with our gross
margins in for the second quarter of fiscal 2004. Key factors that may impact our future gross margins include:



| |  | Our revenue mix between higher margin ArrayChecker systems and lower margin ArrayRepair systems;
| | - | ------------------------------------------------------------------------------------------------



| |  | The costs of ramping customer service staff to support the increased demands of our customers;
| | - | ----------------------------------------------------------------------------------------------



| |  | The challenges associated with our steep manufacturing ramp up, including gaining efficiencies or reducing manufacturing cycle times from a new manufacturing staff and costs
associated with accelerating material procurement to support the ramp-up in production; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | The inefficiencies of building our new products;
| | - | ------------------------------------------------



| |  | Competitive pricing pressures, particularly in the array repair market.
| | - | -----------------------------------------------------------------------



22



---

##### Table of Contents

For the six months ended March 31, 2003, we experienced lower margins from end-of-life pricing on the
ArrayChecker 2000 systems and certain manufacturing inefficiencies resulting from the delayed introduction of our ArrayChecker 3500 product. In addition, non-recurring charges related to the amortization of backlog acquired in our acquisition of
rapid thermal processing backlog from Intevac, Inc. had a negative impact on gross margin of approximately 2% for the six months ended March 31, 2003.



Research and Development



|                   |  |                              |     |   |                            |    |   |      |   |     |      |  |   |        |   |  |      |   |  |   |     |  
|------------------ |  | ---------------------------- | --- | - | -------------------------- | -- | - | ---- | - | --- | ---- |  | - | ------ | - |  | ---- | - |  | - | --- | -
|                   |  | Three Months Ended March 31, |     |   | Six Months Ended March 31, |   
|                   |  | 2004                         |     |   | Change                     |    |   | 2003 |   |     | 2004 |  |   | Change |   |  | 2003 |  
|Expense            |  | $                            | 6.1 | m |                            | 13 | % |      | $ | 5.4 | m    |  | $ | 12.0   | m |  | 21   | % |  | $ | 9.9 | m
|Percent of Revenue |  |                              | 23  | % |                            |    |   |      |   | 60  | %    |  |   | 23     | % |  |      |   |  |   | 35  | %



Our research and
development expenses consisted primarily of salaries, related personnel costs, depreciation, prototype materials and fees paid to consultants and outside service providers, all of which relate to the design, development, testing, pre-manufacturing
and improvement of our products. We increased our overall research and development spending in fiscal 2003 to support simultaneous development of Generation 5, 6 and 7 test and repair products, primarily related to higher spending on prototype
materials and engineering headcount. This spending increased again through the first six months of fiscal 2004 due to additional timing demands placed on both the ArrayTest and ArrayRepair Generation 7 product development groups, as well as our
cell/module inspection systems group.



We expect our research
and development expenses to be higher in absolute dollars during the remainder of fiscal 2004 as we continue to expand our research and development efforts to address three areas:



| |  | Ramp up our cell/module program to address mass production requirements;
| | - | ------------------------------------------------------------------------



| |  | Increase our efforts on Generation 7 products and launch development programs for Generation 7.5 products; and
| | - | --------------------------------------------------------------------------------------------------------------



| |  | Expand our repair product offering.
| | - | -----------------------------------



We will continue to invest in R&D to maintain technology leadership in our products. Our customers must continually improve their display quality
performance and production costs in order to be successful in the display market. To meet our customers needs, we must improve our product performance in defect detection, repair success, cost of ownership, ease of use and throughput for each
of our product generations.



Selling, General and Administrative



|                   |  |                              |     |   |                            |     |   |      |   |     |      |  |   |        |   |  |      |   |  |   |     |  
|------------------ |  | ---------------------------- | --- | - | -------------------------- | --- | - | ---- | - | --- | ---- |  | - | ------ | - |  | ---- | - |  | - | --- | -
|                   |  | Three Months Ended March 31, |     |   | Six Months Ended March 31, |    
|                   |  | 2004                         |     |   | Change                     |     |   | 2003 |   |     | 2004 |  |   | Change |   |  | 2003 |  
|Expense            |  | $                            | 4.0 | m |                            | 0.5 | % |      | $ | 3.8 | m    |  | $ | 8.6    | m |  | 25   | % |  | $ | 6.8 | m
|Percent of Revenue |  |                              | 15  | % |                            |     |   |      |   | 42  | %    |  |   | 17     | % |  |      |   |  |   | 24  | %



Our selling, general
and administrative expenses consisted primarily of salaries and related expenses for marketing, sales, finance, administration and human resources personnel, accounting, commissions, insurance, legal and other corporate expenses. The increase in
selling, general and administrative expenses in absolute dollars was primarily attributed to increases in expenses related to corporate governance requirements, severance expenses, legal costs and increased headcount. We saw these expenses decline
from approximately $4.6 million in our first fiscal quarter of 2004 to approximately $4.0 million in our second quarter. We expect these expenses to increase slightly in absolute dollars in our third quarter as a result of higher commissions and the
addition of key marketing personnel.



Impairment of Goodwill, Purchased
Intangibles and Fixed Assets



As discussed in the overview
and critical accounting policies above, we have exited all business lines other than the flat panel display products market and within the flat panel display market we have suspended operations of the LTPS and inverter products. As a result, we
determined that all of our goodwill and long-lived assets related to LTPS and inverter products we had made had been impaired, resulting in goodwill and intangible impairment charges of approximately $665,000 and $2.1 million in our first fiscal
quarter of 2004. In our second fiscal quarter, we acquired approximately $1.1 million of additional intangible assets related to our termination and assignment agreement with our value-added reseller, Ishikawajima-Harima Heavy Industries.



23



---

##### Table of Contents

Acquired In-Process Research and Development



In November 2002, we completed our acquisition of certain assets from Intevac, Inc. related to Intevacs rapid thermal
processing technology used for activating low temperature poly-silicon during the manufacturing process for flat panel displays (the RTP Assets). The purchase price was allocated in accordance with FAS 141, Business
Combinations, including in-process research and development charges of approximately $1.8 million. This was expensed on the acquisition date as it represented ongoing research and development projects that had not yet reached technological
feasibility and had no alternative future uses.



Amortization of Intangibles



|                   |  |                              |        |   |                            |     |    |      |   |         |      |  |   |         |   |  |      |    |  |   |         |  
|------------------ |  | ---------------------------- | ------ | - | -------------------------- | --- | -- | ---- | - | ------- | ---- |  | - | ------- | - |  | ---- | -- |  | - | ------- | -
|                   |  | Three Months Ended March 31, |        |   | Six Months Ended March 31, |    
|                   |  | 2004                         |        |   | Change                     |     |    | 2003 |   |         | 2004 |  |   | Change  |   |  | 2003 |   
|Expense            |  | $                            | 60,000 |   |                            | (84 | )% |      | $ | 367,000 |      |  | $ | 261,000 |   |  | (58  | )% |  | $ | 627,000 |  
|Percent of Revenue |  |                              | 0.2    | % |                            |     |    |      |   | 4.1     | %    |  |   | 0.5     | % |  |      |    |  |   | 2.2     | %



Through December 31,
2003, our identified intangible assets associated with the RTP Assets, Akcron and Summit Imaging acquisitions were being amortized over a two to five year period, commencing on the date of the acquisitions. As of December 31, 2003, all intangible
assets associated with the RTP Assets and Akcron acquisitions had been written off. In March of 2004, we acquired additional intangible assets related to our termination and assignment agreement with Ishikawajima-Harima Heavy Industries. As a
result, we expect amortization of intangibles to be approximately $160,000 per quarter for the remainder of fiscal 2004.



Interest Income and Other, Net



|                   |  |                              |         |   |                            |     |    |      |   |         |      |  |   |        |   |  |      |   |  |   |     |  
|------------------ |  | ---------------------------- | ------- | - | -------------------------- | --- | -- | ---- | - | ------- | ---- |  | - | ------ | - |  | ---- | - |  | - | --- | -
|                   |  | Three Months Ended March 31, |         |   | Six Months Ended March 31, |    
|                   |  | 2004                         |         |   | Change                     |     |    | 2003 |   |         | 2004 |  |   | Change |   |  | 2003 |  
|Income             |  | $                            | 354,000 |   |                            | (51 | )% |      | $ | 717,000 |      |  | $ | 4.1    | m |  | 168  | % |  | $ | 1.5 | m
|Percent of Revenue |  |                              | 1.3     | % |                            |     |    |      |   | 7.9     | %    |  |   | 8.1    | % |  |      |   |  |   | 5.5 | %



Interest income and
other, net consisted primarily of interest income, foreign currency exchange gains and losses, changes in the fair value of derivative financial instruments and other miscellaneous income and expense. The increase in Interest income and other,
net, in the six months ended March 31, 2004, as compared to the same period in prior year, was primarily attributable to the receipt of a technology license fee resulting from a litigation settlement in the first quarter of fiscal 2004, the
terms of which were confidential.



Provision for Income Taxes



The effective tax rates for the three and six month
periods ended March 31, 2004 were 2.6% and 11.4%, respectively while these effective rates were 0.4% and 0.5% in the same periods in the prior year. Our provision for income taxes for the six months ended March 31, 2004 included a foreign
withholding tax related to a technology license fee resulting from a litigation settlement in the first quarter of fiscal 2004. The effective tax rate in both periods is lower than the statutory rate due primarily to tax benefits arising from net
operating losses and primarily relate to alternative minimum taxes.



Our future effective income tax rate depends on various factors, such as tax legislation, the geographic composition of our pre-tax income, tax loss carryforwards, expenses incurred in connection with acquisitions that are not deductible
for tax purposes, amounts of tax-exempt interest income and research and development credits as a percentage of aggregate pre-tax income, and the effectiveness of our tax planning strategies.



Discontinued Operations



In January 2003, we implemented a plan to exit the printed circuit board assembly inspection business. The loss from
discontinued operations related to the disposition of the printed circuit board assembly inspection business for the three and six months ended March 31, 2004 included approximately $1.2 million in litigation costs for settlement of prior inventory
purchase commitments and for settlement of a lawsuit brought by a former employee. The loss from discontinued operations for the three months ended March 31, 2003 included a write-off of inventory of approximately $7.8 million, a write-off of
accounts receivable of approximately $1.7 million, and write-off of licensed technology of approximately $1.9 million. The loss from discontinued operations for the six months ended March 31, 2003 also included impairment charges of approximately
$15.1 million of goodwill, approximately $2.9 million of purchased intangibles and approximately $2.5 million of long-lived assets. These charges were as a result of managements assessment of indicators of impairment that existed prior to our
formal decision to discontinue the operations of this segment. These impairment charges were recorded in accordance with the provisions of FAS 142 and FAS 144.



24



---

##### Table of Contents

In June 2003, we implemented a plan to exit the cathode ray tube display and high quality glass
inspection business. The loss from discontinued operations related to the disposition of the cathode ray tube display and high quality inspection business for the six months ended March 31, 2003, included an impairment charge of approximately
$343,000 related to fixed assets.



Liquidity and Capital Resources



We have historically financed our operating and capital
resource requirements through a combination of cash flows from operations and public stock offerings. Our last significant external financing was in February 2002, when we sold common stock for net proceeds of approximately $107.0 million.



Our primary source of funds as of March 31, 2004 consisted of
approximately $98.0 million in cash, cash equivalents and short-term investments. This amount represents a decrease of approximately $18.4 million from the September 30, 2003 balance of approximately $116.5 million.



Operating Activities



For the first six months of fiscal 2004, cash used in operating activities from continuing operations was approximately
$13.8 million, compared with approximately $9.0 million for the first six months of fiscal 2003. Cash was provided by net income adjusted for non-cash related items. However, changes in assets and liabilities consumed approximately $22.5 million of
cash, resulting in a net use of cash in operations. Working capital sources of cash, primarily a $10.2 million increase in accounts payable related primarily to inventory purchases, were more than offset by working capital uses of cash. The primary
reductions in cash from changes in our working capital levels were: (a) an increase of approximately $18.9 million in our net accounts receivable, resulting primarily from sales increasing from approximately $21.0 million in the fourth quarter of
fiscal 2003 to approximately $24.5 million and $26.5 million in the first and second quarter of fiscal 2004, respectively and the timing of shipments in our second quarter; and (b) an increase of approximately $11.2 million in our net inventory,
which increased as a result of our ramping up in preparation for our third and fourth quarter build schedules.



Although we reported net income for the six months ended March 31, 2004, we were able to do so as a result of the receipt of a one-time license fee
received in a litigation settlement in our first fiscal quarter. There is no guarantee that we will be able to continue to report a profit in the future.



We have moved into our new facility and in our second quarter we began increasing our operations staff in order to meet market demand and to gain market
share. We also saw in our second fiscal quarter an increase in operating expenses and certain working capital items, such as inventory and accounts receivable during this ramp up period, which has caused our use of cash in operating activities to
increase. We expect to continue to ramp up in our third quarter, continuing to use cash in operating activities, but we expect that we will be able to fund these increasing operating expenses and changes in working capital components in part with
our cash, cash equivalents and short-term investments. By the end of our fiscal 2004, we expect our net use of cash, cash equivalents and short-term investment to become neutral and to begin to increase again in early fiscal 2005.



Investing Activities



For the first six months of fiscal 2004, cash provided by investing activities from continuing operations was approximately
$5.0 million as compared to approximately $18.9 million for the six months of fiscal 2003. Cash provided by investing activities was primarily the result of approximately $12.8 million of net redemptions of short-term investments. This was partially
offset by approximately $7.9 million in capital expenditures, of which approximately $5.5 million was related to expenditures on leasehold improvements associated with our new facility in San Jose, California. Capital expenditures related to the
facility move-in for leasehold improvements were substantially complete at March 31, 2004.



Financing Activities



For the first six months of fiscal 2004, cash provided by financing activities was approximately $3.5 million as compared to approximately $16.1 million of cash used in financing activities in the first six months of fiscal 2003. Cash
provided by financing activities from continuing operations in fiscal 2004 was the result of stock option exercises by employees. Stock option exercises by employees in fiscal 2003 were approximately $1.6 million, which were offset by approximately
$17.7 million of stock repurchases under a Board-approved stock repurchase program.



The timing of and amounts received from employee stock option exercises are dependent upon the decisions of the respective option holders, and are not controlled by us. Therefore, funds raised from the issuance of
common stock upon the exercise of employee stock options should not be considered an indication of additional funds to be received in future periods.



25



---

##### Table of Contents

Contractual Obligations



The following table summarizes the approximate contractual obligations that we have at March 31, 2004. Such obligations include both non-cancelable
obligations and other obligations that are generally non-cancelable except under certain limited conditions.



|                            |  |                             |        |      |   |        |  |      |        |      |   |       |  |            |       |  |   |       |  |   |      
|--------------------------- |  | --------------------------- | ------ | ---- | - | ------ |  | ---- | ------ | ---- | - | ----- |  | ---------- | ----- |  | - | ----- |  | - | -----
|                            |  | Payments Due by Fiscal Year
|Contractual Obligations     |  | Total                       |        | 2004 |   | 2005   |  | 2006 |        | 2007 |   | 2008  |  | Thereafter
|                            |  | (in thousands)             
|Operating lease obligations |  | $                           | 18,633 |      | $ | 1,611  |  | $    | 2,906  |      | $ | 2,946 |  | $          | 2,625 |  | $ | 2,527 |  | $ | 6,018
|Capital lease obligations   |  |                             | 2      |      |   | 2      |  |      |       |      |   |      |  |            |      |  |   |      |  |   |     
|Purchase obligations        |  |                             | 45,824 |      |   | 35,227 |  |      | 9,043  |      |   | 778   |  |            | 776   |  |   |      |  |   |     
|                            |  |                             |        |      |   |        |  |      |        |      |   |       |  |            |       |  |   |       |  |   |      
|Total                       |  | $                           | 64,459 |      | $ | 36,840 |  | $    | 11,949 |      | $ | 3,724 |  | $          | 3,401 |  | $ | 2,527 |  | $ | 6,018
|                            |  |                             |        |      |   |        |  |      |        |      |   |       |  |            |       |  |   |       |  |   |      



In August 2003, we
signed a lease agreement for a 128,520 square-foot building in San Jose, California into which we consolidated our former San Jose facilities, effective January 5, 2004. The lease on our prior San Jose location terminated concurrently with the
inception date of the new lease. The new facility is leased under a non-cancelable operating lease that expires in 2010, with two renewal options at fair market value for additional five year periods and is reflected in the operating lease
obligations in the table above.



We maintain certain open
inventory purchase commitments with our suppliers to ensure a smooth and continuous supply chain for key components. Our liability in these purchase commitments is generally restricted to a forecasted time horizon as mutually agreed upon between the
parties and is reflected in purchase obligations in the table above. The majority of these purchase commitments are covered by confirmed customer orders.



Working Capital



We believe that cash generated from operations, together with the liquidity provided by existing cash balances and borrowing capability, will be
sufficient to meet our operating and capital requirements and obligations for at least the next twelve months. However, this forward-looking statement is based upon our current plans and assumptions, which may change, and our capital requirements
may increase in future periods. In addition, we believe that success in our industry requires substantial capital in order to maintain the flexibility to take advantage of opportunities as they may arise. We may, from time to time, invest in or
acquire complementary businesses, products or technologies and may seek additional equity or debt financing to fund such activities. There can be no assurance that such funding will be available to us on commercially reasonable terms, if at all, and
if we were to proceed with acquisitions without this funding or with limited funding it would decrease our capital resources. The sale of additional equity or convertible debt securities could result in dilution to our existing shareholders.



Operating Activities of Discontinued Operations



Cash provided by (used in) discontinued operations during the six month
period ended March 31, 2004 and 2003 is as follows:



|                                                                    |  |                           |      |   |      |   |        |  
|------------------------------------------------------------------- |  | ------------------------- | ---- | - | ---- | - | ------ | -
|                                                                    |  | Six Months EndedMarch 31, |     
|                                                                    |  | 2004                      |      |   | 2003 |  
|                                                                    |  | (in thousands)            |     
|Printed circuit board business                                      |  | $                         | 107  |   |      | $ | (8,294 | )
|Cathode ray tube display and high quality glass inspection business |  |                           | (143 | ) |      |   | 2,179  |  
|                                                                    |  |                           |      |   |      |   |        |  
|Net cash provided by (used in) discontinued operations              |  | $                         | (28  | ) |      | $ | (6,115 | )
|                                                                    |  |                           |      |   |      |   |        |  



Cash provided by
discontinued operations in the six month period ended March 31, 2004 consisted primarily of changes in working capital balances.



Factors Affecting Operating Results



We have sustained losses and we may not be able to return to annual profitability.



We reported net losses for each of the fiscal years ended September 30, 2003, 2002 and 2001. In the future, our revenue may
decline, remain flat or grow at a rate slower than expected. Our ability to regain profitability on an annual basis is dependent in part on



26



---

##### Table of Contents

the success of our efforts to increase revenues and to reduce operating expenses as a percentage of revenue through our ongoing cost-cutting measures and our
gross margin improvement programs. However, we are increasing our manufacturing capacity to meet increased demand for our products, and this is causing us to experience increased operating expenses. If the increase in demand for our products is not
sustained, or if we are not able to increase our manufacturing capacity in a cost-efficient manner, this would impair our ability to become profitable on an annual basis. Further, even if we manage this process efficiently and demand for our
products is sustained, the costs we are incurring to increase our manufacturing capacity are causing a delay in our ability to become profitable on an annual basis. For all of these reasons, there is no assurance that we will be successful in
achieving or maintaining increased revenue, reduced operating expenses, positive cash flows or profitability.



Our operating results are difficult to predict and may vary from investors expectations, which could cause our stock price to fall.



We have experienced, and expect to continue to experience, significant fluctuations in our quarterly results. Consequently,
past financial results may not be indicative of future financial results. A substantial percentage of our revenue is derived from the sale of a small number of yield management systems ranging in price from $400,000 to $2.5 million. Therefore, the
timing of the sale of a single system could have a significant impact on our quarterly results. Moreover, customers may cancel or reschedule shipments, and production difficulties could delay shipments. For example, as we announced in December 2002,
we experienced technical delays with respect to the introduction of our next generation ArrayChecker 3500 system. This delay had a significant impact on the timing of both our revenue and net income for the second quarter of fiscal 2003.



Other factors which may influence our operating results in a particular
quarter include:



| |  | the timing of the receipt of orders from major customers;
| | - | ---------------------------------------------------------



| |  | our product mix;
| | - | ----------------



| |  | competitive pricing pressures;
| | - | ------------------------------



| |  | our ability to obtain components from our single or limited source suppliers in a timely manner;
| | - | ------------------------------------------------------------------------------------------------



| |  | global economic uncertainty;
| | - | ----------------------------



| |  | changing international economic conditions;
| | - | -------------------------------------------



| |  | worldwide political instability;
| | - | --------------------------------



| |  | our ability to design, manufacture and introduce new products on a cost-effective and timely basis;
| | - | ---------------------------------------------------------------------------------------------------



| |  | the delay between expenses to further develop marketing and service capabilities and the realization of benefits from those improved capabilities; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | the introduction of new products by our competitors.
| | - | ----------------------------------------------------



Our operating results also could be affected by sudden changes in customer requirements, currency exchange rate fluctuations and other economic conditions
affecting customer demand and the cost of operations in the global markets in which we do business. As a result of these or other factors, our operating results could be significantly and adversely affected and our stock price could decline. In
addition, it is possible that in some future quarter our operating results may be below the expectations of public market analysts and investors, which could cause our stock price to fall.



If our products experience performance, reliability or quality problems, our customers may
reduce their orders.



We believe that future orders of our
products will depend in part on our ability to satisfy the performance, reliability and quality standards required by our customers. Particularly as customers seek increased yields, greater throughput and higher quality end products, we must
continually redesign our products to meet the needs of our customers. As with the introduction of any new product, our customers may experience yield loss. For example, with our ArrayChecker 3500, certain customers experienced yield loss higher than
expected when the product was first introduced. If our products have performance, reliability or quality problems, then we may experience:



| |  | delays in collecting accounts receivable;
| | - | -----------------------------------------



| |  | reduced orders;
| | - | ---------------



| |  | additional service expenses; and
| | - | --------------------------------



27



---

##### Table of Contents

| |  | higher manufacturing costs.
| | - | ---------------------------



If we are unable to meet the requirements of our customers, our revenue may decrease and our business could be harmed.



In addition, we typically provide a limited warranty on our products for a
period of one year from final acceptance by customers. We may incur substantial warranty claim expenses on our products and actual warranty claims may exceed recorded allowances, resulting in harm to our business.



Capital investment by manufacturers of flat panel display products can be highly cyclical
and may decline in the future.



Our business depends in
large part on capital expenditures by manufacturers of flat panel display products, which in turn depends on the current and anticipated market demand for the end products in that industry. The market for flat panel display products is highly
cyclical and has experienced periods of oversupply resulting in significantly reduced demand for capital equipment. For example, the flat panel display industry experienced a downturn in 1998, which led many flat panel display manufacturers to delay
or cancel capital expenditures. Additionally, in 2001, due to the general deteriorating economic environment, flat panel display manufacturers reduced capital expenditures resulting in a decrease in our revenue. If the flat panel display markets in
which we sell our products experience further slowdowns in the future, it could cause our revenue to decrease significantly. We do not control the timing or volume of orders placed by our customers. Whether and to what extent our customers place
orders for any specific products, as well as the mix and quantities of products included in those orders, are factors beyond our control. Insufficient orders, especially in a down cycle, will result in under-utilization of our manufacturing
facilities and infrastructure and will negatively affect our operating results and financial condition. In addition, the need to invest in the engineering, research and development, and marketing required to penetrate targeted foreign markets and
maintain extensive service and support capabilities limits our ability to reduce expenses during these downturns.



We depend on sales to a few large customers in the flat panel display industry, and if we lose any of our large customers our revenue could decrease significantly.



The flat panel display industry is extremely concentrated
with a small number of manufacturers producing the majority of the worlds flat panel displays. If one or more of our major customers ceased or significantly curtailed their purchases, our revenue could drop significantly. We may be unable to
replace sales to these customers. Sales of flat panel display products to our two largest customers collectively represented approximately 44% of our revenue, and each in excess of 10% of our total revenue, for the six months ended March 31, 2004.
Our two largest customers collectively accounted for approximately 65% of our total revenue, and each in excess of 10% of our total revenue, for the six months ended March 31, 2003.



We rely upon sales of a limited range of products, and if demand for one product decreases
for any reason it could cause our revenue to decline significantly.



All of our revenue is expected to come from a limited range of products for the flat panel display industry. As a result, we are heavily reliant on the flat panel display industry, particularly given our recent exits from the printed
circuit board assembly inspection business and the cathode ray tube display and high quality glass inspection businesses. Any decline in demand for, or failure to achieve continued market acceptance of, our primary products or any new version of
these products could harm our business. Continued market acceptance of our array test and array repair products is critical to our success.



We may not be able to develop and introduce new products that respond to evolving industry requirements in a timely manner, which could reduce our ability to compete
effectively.



The markets for our products are
characterized by rapidly changing technologies and frequent new product introductions. The failure to develop new products and introduce them successfully and in a timely manner could harm our competitive position and results of operations. We
believe that our future success will depend in part upon our ability to continue to enhance our existing products and to develop and manufacture new products. For example, the size of glass plates for flat panel displays and the resolution of flat
panel displays have changed frequently and may continue to change, requiring us to redesign or reconfigure our flat panel display products.



We expect to continue to incur significant research and development costs. There can be no assurance that we will be successful in the introduction,
marketing and cost effective manufacture of any of our new products, that we will be able to timely develop and introduce new products and enhance our existing products and processes to satisfy customer needs or achieve market acceptance, or that
the new markets for which we are developing new products or expect to sell current products will develop sufficiently. For



28



---

##### Table of Contents

example, we experienced technical delays relating to the introduction of our ArrayChecker 3500 system causing us to reschedule several shipments from the
first quarter to the second quarter of fiscal 2003.



In
addition, we depend on close relationships with our customers and the willingness of those customers to share information with us, and the failure to maintain these relationships could harm our product development efforts.



If we are not able to obtain critical components from our single or limited source
suppliers, we may experience significant delays in producing our products, which could decrease our revenue for an extended period of time.



We obtain some equipment for our systems from a single source or a limited group of suppliers. For example, we currently obtain materials handling
platforms from a single source supplier. Although we seek to reduce dependence on our sole and limited source suppliers, alternative sources of supply for this equipment may not be available or may be available on unfavorable terms. The partial or
complete loss of our sole and limited source suppliers could at least temporarily delay our shipments or otherwise harm our results of operations and damage customer relationships. Further, a significant increase in the price of one or more of these
pieces of equipment could harm our results of operations.



All of our
revenue is derived from sales to companies located outside the United States, which exposes us to risks that we would not experience with domestic sales.



We expect sales to customers in foreign countries to continue to represent 100% of our revenue in the foreseeable future. A number of factors may
adversely affect our international sales and operations, including:



| |  | political instability and the possibility of hostilities, terrorist attacks, or war;
| | - | ------------------------------------------------------------------------------------



| |  | imposition of governmental controls;
| | - | ------------------------------------



| |  | fluctuations in interest and currency exchange rates;
| | - | -----------------------------------------------------



| |  | export license requirements;
| | - | ----------------------------



| |  | restrictions on the export of technology;
| | - | -----------------------------------------



| |  | limited foreign protection of intellectual property rights;
| | - | -----------------------------------------------------------



| |  | trade restrictions;
| | - | -------------------



| |  | periodic or local international downturns;
| | - | ------------------------------------------



| |  | changes in tariffs; and
| | - | -----------------------



| |  | difficulties in staffing and managing international operations.
| | - | ---------------------------------------------------------------



If any of these factors occur, our operating results and revenue could be materially and adversely affected.



We may have difficulty integrating the businesses or assets we may acquire in the future,
and we may not realize the benefits that we expect from these acquisitions.



In addition to our efforts to develop new technologies from internal sources, we also may seek to acquire new technologies from external sources. As part of this effort, we may make acquisitions of, or significant
investments in, businesses with complementary products, services and/or technologies. Integrating businesses can be a complex, time-consuming and expensive process. If we are not able to do so effectively, we will not be able to realize the benefits
that we expect to receive from either our past or future acquisitions. For each acquisition, we must integrate separate technologies, product lines, business cultures and practices, employees and systems. Acquisitions are subject to numerous risks,
including:



| |  | difficulty in the assimilation of the technologies and products of the acquired company;
| | - | ----------------------------------------------------------------------------------------



| |  | entering markets in which we have no or limited direct prior experience;
| | - | ------------------------------------------------------------------------



| |  | loss of key customers of the acquired company;
| | - | ----------------------------------------------



| |  | diversion of management resources from the business of the combined company;
| | - | ----------------------------------------------------------------------------



| |  | incompatibility of business cultures or practices;
| | - | --------------------------------------------------



29



---

##### Table of Contents

| |  | loss of key employees of the acquired company;
| | - | ----------------------------------------------



| |  | costs and delays in implementing common systems and procedures;
| | - | ---------------------------------------------------------------



| |  | potential inefficiencies in delivering services to the customers of the combined company; and
| | - | ---------------------------------------------------------------------------------------------



| |  | assumption of unknown or undisclosed liabilities.
| | - | -------------------------------------------------



Any of these difficulties could increase our operating costs or result in impairment of purchased assets, which could harm our financial performance.



In addition, we may also elect to change our strategic
direction and may no longer have need for certain acquired businesses or technologies. For example, in 2003, we exited the printed circuit board assembly inspection and high quality glass inspection businesses. As a result, some or all of the
technologies acquired in connection with certain of our prior acquisitions, including Advanced Research Technologies Inc., Intelligent Reasoning Systems, Inc. and Image Processing Systems, Inc. have been abandoned. Future acquisitions may also
result in potentially dilutive issuances of equity securities, incurrence of debt and contingent liabilities and amortization expenses related to acquired intangible assets, which could harm our profitability.



Any failure of, or other problems at or with our third party manufacturers could delay
shipments of our flat panel display products, harm our relationships with our customers or otherwise negatively impact our business.



We use a wide range of materials in the production of our products, including custom electronic and mechanical components, and we use numerous suppliers
to supply these materials. If any third party that we use to manufacture our products is unable to satisfy our quality requirements or provide us with the products and services in a timely manner, our shipments of these products may be delayed, our
customer relationships may be harmed and our results of operations may be adversely impacted. There can be no assurance that our relationship with any third party that we use to manufacture our products will result in a reduction of our expenses or
enable us to satisfy our customers quality requirements or to deliver our products to our customers in a timely manner.



If we do not compete effectively in our target markets, we will lose market share.



The markets for yield management systems in the flat panel display industry are highly competitive. We face substantial
competition from established competitors that have greater financial, engineering and manufacturing resources than us and have larger service organizations and long-standing customer relationships. Our competitors can be expected to continue to
improve the design and performance of their products and to introduce new products with competitive price and performance characteristics. Competitive pressures may force price reductions that could harm our results of operations. Our customers may
also develop technology and equipment that may reduce or eliminate their need to purchase our products. Although we believe we have certain technological and other advantages over our competitors, maintaining and capitalizing on these advantages
will require us to continue a high level of investment in engineering, research and development, marketing and customer service support. There can be no assurance that we will have sufficient resources to continue to make these investments or that
we will be able to make the technological advances necessary to maintain our competitive advantages.



We have renegotiated our contract with Ishikawajima-Harima Heavy Industries (IHI),who will supply limited services as a value-added reseller of flat panel display products in Japan. We have previously
relied on our relationship with IHI to sell all our flat panel display products in Japan, and if we are not able to continue to access this important market, our business will be harmed.



We believe that Japanese companies competing with us in sales to the flat
panel display industry have a competitive advantage in Japan because of the preference of some local customers for local equipment suppliers. Foreign companies frequently have found it difficult to penetrate the Japanese market and often depend upon
local sales channels to sell their products in Japan.



Historically, IHI has been a significant value-added reseller with respect to sales of our flat panel display products in Japan. In fiscal 2003, fiscal 2002 and fiscal 2001, 2%, 10% and 24% of our total revenue came from sales to IHI,
respectively. In the six months ended March 31, 2004 and 2003, IHI represented 12% and 2% of our total revenue, respectively. We renegotiated our agreement with IHI, which will now sell and support our flat panel display products in a limited
fashion in Japan in the future. If we are unable to support existing customers or develop new customers in Japan without IHI, our business will be harmed.



Our success depends in large part on the strength of the active matrix liquid crystal display in the flat panel display industry.



While our technology is applicable to other flat panel display technologies,
our experience has been focused on applications for active matrix liquid crystal displays, the most prevalent and one of the highest performance flat panel displays available today. In fiscal 2003 and the six months ended March 31, 2004, we derived
100% of our revenue from sales of flat panel display products, substantially all



30



---

##### Table of Contents

of which were based on the active matrix liquid crystal display technology. An industry shift away from active matrix liquid crystal display technology to
existing or new competing technologies could reduce the demand for our existing products and require significant expenditures to develop new products, each of which could harm our business.



Our business could be harmed if we fail to properly protect our intellectual property.



Our success depends largely on our ability to protect our
intellectual property. While we attempt to protect our intellectual property through patents, copyrights and trade secrets in the United States and other countries, there can be no assurance that we will successfully protect our technology or that
competitors will not be able to develop similar technology independently. We cannot assure you that the claims allowed on any patents held by us will be sufficiently broad to protect our technology against competition from third parties with similar
technologies or products. In addition, we cannot assure you that any patents issued to us will not be challenged, invalidated or circumvented or that the rights granted there under will provide competitive advantages to us. Moreover, the laws of
some foreign countries do not protect intellectual property rights to the same extent as the laws of the United States and we could experience various obstacles and high costs in protecting our intellectual property rights in foreign countries. If
we are unable to obtain or maintain these protections, we may not be able to prevent third parties from using our intellectual property.



We also rely on trade secrets, proprietary know-how and continuing technological innovation to remain competitive. We have taken measures to protect our
trade secrets and know-how, including the use of confidentiality agreements with our employees. It is possible that these agreements may be breached and that the available remedies for any breach will not be sufficient to compensate us for damages
incurred.



Litigation may be necessary to enforce or defend against
claims of intellectual property infringement, which could be expensive and, if we lose, could prevent us from selling our products.



Litigation may be necessary in the future to enforce our patents and other intellectual property rights, to protect our trade secrets or to determine the
validity and scope of the proprietary rights of others. Any litigation, regardless of the outcome, could be costly and require significant time and attention of key members of our management and technical personnel.



Our domestic and international competitors, many of which have substantially
greater resources and have made substantial investments in competing technologies, may have patents that will prevent, limit or interfere with our ability to manufacture and sell our products. We have not conducted an independent review of patents
issued to third parties. Third parties may assert infringement claims, successful or otherwise, against us, and litigation may be necessary to defend against claims of infringement or invalidity. An adverse outcome in the defense of a patent suit
could subject us to significant liabilities to third parties, require disputed rights to be licensed from third parties or require us to cease selling our products. Even successful defenses of patent suits can be costly and time-consuming.



We must attract and retain key employees and our management team and
employees must work effectively together to maintain and grow our business.



Our future success depends in part on our ability to retain key personnel, particularly senior management and engineers. We also need to attract additional skilled personnel in significant areas of our business to
grow. There can be no assurance that we will be able to retain our existing personnel or attract additional qualified employees in the future. We generally do not have employment contracts with our employees and do not maintain key person life
insurance on any of our employees.



In addition, our management
team recently has experienced significant personnel changes. Jeffrey A. Hawthorne, previously Chief Operating Officer, became our President and Chief Executive Officer in October 2003. Richard Okumoto became our Chief Financial Officer and Secretary
in May 2003. Steve Song, previously Director of Korean operations, recently became our Vice President of Worldwide Sales. If our management team continues to experience high attrition or does not work effectively together, it could seriously harm
our business.



Terrorism and international political instability may
negatively affect our operations.



The threat of terrorism
targeted at the regions of the world in which we do business increases the uncertainty in our markets and may delay any recovery in the general economy, which could threaten our business.



Increased international political instability, particularly resulting from the threat of terrorist attacks, and further
enhanced security measures as a result of the threat of terrorist attacks may hinder our ability to do business and may increase our costs of operations. Such continuing instability could cause us to incur increased costs in transportation, make
such transportation unreliable, increase our insurance costs and cause international markets to fluctuate. This instability could have the same effects on our suppliers and their ability to timely deliver their products to us. If this international
political instability continues or increases, our business and results of operations could be harmed.



31



---

##### Table of Contents

The outbreak of severe acute respiratory syndrome, or other infectious diseases, may impact our operations or
adversely affect our customers and therefore harm our business.



Our ability to address normal business transaction issues in Asia may still be at risk due to the potential reoccurrence of a Severe Acute Respiratory Syndrome (SARS) outbreak or outbreaks of other infectious diseases. Risks related to an
outbreak include but are not limited to temporary closure of operating facilities in affected locations, travel restrictions and delays, difficulties generating new business opportunities and increased political and social tension. Especially if any
of our employees, or any of the employees of our customers, become infected with SARS or another outbreak of infectious disease, we may experience reduced sales and increased costs and our operating results may be harmed.



Our manufacturing facilities may be subject to disruption from natural disasters.



Operations at our manufacturing facilities are subject to
disruption for a variety of reasons, including work stoppages, acts of war, terrorism, fire, earthquake, energy shortages, flooding or other natural disasters. Our corporate and manufacturing facilities in California are located near major
earthquake faults which have experienced earthquakes in the past. Such disruption could cause delays in shipments of products to our customers. We cannot ensure that alternate production capacity would be available if a major disruption were to
occur or that, if it were available, it could be obtained on favorable terms. Such disruption could result in cancellation of orders or loss of customers and could seriously harm our business. It could also significantly delay our research and
engineering efforts for the development of new products, most of which is conducted at our California facilities.



In addition, some of our customers in Asia are located near fault lines. A major earthquake in Asia could disrupt our operations or the operations of our
customers, which could reduce demand for our products.



Our stock
price may fluctuate significantly.



The market price of
our common stock could fluctuate significantly in response to variations in quarterly operating results and other factors, such as:



| |  | announcements of technological innovations or new products by us or by our competitors;
| | - | ---------------------------------------------------------------------------------------



| |  | government regulations;
| | - | -----------------------



| |  | developments in patent or other property rights; and
| | - | ----------------------------------------------------



| |  | developments in our relationships with our customers.
| | - | -----------------------------------------------------



In addition, the stock market has in recent years experienced significant price fluctuations. These fluctuations often have been unrelated to the
operating performance of the specific companies whose stock is traded. Broad market fluctuations, general economic condition and specific conditions in the flat panel display industry may adversely affect the market price of our common stock.



Some anti-takeover provisions may affect the price of our common stock.



Our Amended and Restated Articles of Incorporation
authorize our board of directors to issue up to 5,000,000 shares of preferred stock. The board also has the authority to determine the price, rights, preferences and privileges, including voting rights, of those shares without any further vote or
action by the shareholders. The rights of our shareholders will be subject to, and may be impaired by, the rights of the holders of any preferred stock that may be issued in the future. These and other provisions contained in our charter documents
and applicable provisions of California law could serve to depress our stock price or discourage a hostile bid in which shareholders could receive a premium for their shares. In addition, these provisions could make it more difficult for a third
party to acquire a majority of our outstanding voting stock or otherwise effect a change in control of us.



We do not anticipate paying cash dividends.



We have never declared or paid any cash dividends on our capital stock and do not anticipate paying cash dividends in the foreseeable future. We have also
agreed not to pay cash dividends under our current bank line of credit. Instead, we intend to apply any earnings to the expansion and development of our business.



32



---

##### Table of Contents

|ITEM 3. |  | Quantitative and Qualitative Disclosures About Market Risk
|------- |  | ----------------------------------------------------------



Our market and currency risk disclosures set forth in Item 7A of our Annual Report on Form 10-K for the fiscal year ended
September 30, 2003, have not changed significantly.



|ITEM 4. |  | Controls and Procedures
|------- |  | -----------------------



Evaluation of Disclosure Controls and Procedures. Based on our managements evaluation (with the participation of our chief executive officer
and chief financial officer), as of the end of the period covered by this report, our chief executive officer and chief financial officer have concluded that, subject to limitations described below, our disclosure controls and procedures (as defined
in Securities Exchange Act Rules 13a-15(e) and 15d-15(e)) are effective to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.



Changes in Internal Control Over Financial Reporting. There was no change in our internal control over financial reporting during the quarter ended
March 31, 2004 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



Limitations on the Effectiveness of Disclosure Controls and Procedures.Our management, including the chief executive officer and chief financial
officer, do not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all error and all fraud. A control system no matter how well designed and implemented, can provide only reasonable, not
absolute, assurance that the control systems objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within a company are detected. The inherent limitations include the realities of judgments in
decision-making can be faulty, and that breakdowns can occur because of simple error or mistakes. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.
Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.



PART II. OTHER INFORMATION



|ITEM 1. |  | Legal Proceedings
|------- |  | -----------------



Photon Dynamics and certain of our directors and officers have been named as defendants in a lawsuit captioned Amtower v. Photon Dynamics, Inc., No.
CV797876, filed on April 30, 2001 in the Superior Court of the State of California, County of Santa Clara. The plaintiff, who previously served as one of the Companys officers, has asserted several causes of action arising out of alleged
misrepresentations made to plaintiff regarding the existence and enforcement of our insider trading policy. The plaintiff is seeking damages of approximately $17.7 million for our alleged refusal to allow plaintiff to sell shares of the
Companys stock in May of 2000, plus unspecified emotional distress and punitive damages. On December 6, 2001, the court granted our motion to dismiss the complaint for failure to allege facts sufficient to state a cause of action, with leave
to file an amended complaint. On January 17, 2002, plaintiff filed his amended complaint and we again moved to dismiss the action. On June 27, 2002, the court issued an order granting in part and denying in part the motion, and further granted
plaintiff an opportunity to restate certain claims. On October 1, 2002, plaintiff filed his Second Amended Complaint, which was heard on April 8, 2003, and we again moved to dismiss the action. On April 21, 2003, the court granted in part and denied
in part our motion. The pleadings have been finalized and certain claims against the Company and the individual defendants will proceed. The parties currently are engaged in discovery, and the Court has yet to set a trial date. We believe the
plaintiffs case is without merit and intend to defend this action vigorously. Although we cannot predict the outcome of this litigation, we believe that any adverse judgment in this litigation could have a material adverse effect on our
financial condition or results of operations.



Photon Dynamics
has been named as a defendant in a lawsuit captioned Sanmina SCI Corporation v. Photon Dynamics, Inc., No. CV 013715, filed on February 3, 2004 in the Superior Court of the State of California, County of Santa Clara. The plaintiff in this action,
who previously was a third-party manufacturer of the Company, has asserted several causes of action arising out of our alleged nonperformance of our manufacturing outsourcing agreement with the plaintiff and is seeking approximately $3.1 million in
compensatory damages and punitive damages in a unknown amount. We are still in the process of responding to the complaint. We intend to defend this action vigorously. Although we cannot predict the outcome of this litigation, we believe that any
adverse judgment in this litigation would not have a material adverse effect on our financial condition or results of operations.



We were named as defendant in a lawsuit captioned Thomason v. Photon Dynamics, Inc. et al., No. 02CC03568, filed on February 28, 2002 in the Superior
Court of the State of California, County of Orange. The plaintiff in this action purported to assert that he was wrongly not allowed to exercise certain stock options and sought damages of approximately $1.1 million and punitive damages in an
unknown sum. On April 23, 2004, the parties to the litigation settled all litigation between them and we paid $750,000



33



---

##### Table of Contents

to the plaintiff as part of the settlement agreement. The charge for this settlement is included in discontinued operations for the Printed Circuit Board
Assembly Inspection Business in the Condensed Consolidated Statement of Operations.



|ITEM 2. |  | Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities
|------- |  | --------------------------------------------------------------------------------



None.



|ITEM 3. |  | Defaults Upon Senior Securities
|------- |  | -------------------------------



None.



|ITEM 4. |  | Submission of Matters to a Vote of Security Holders
|------- |  | ---------------------------------------------------



The Annual Meeting of Shareholders of Photon Dynamics, Inc. was held on January 26, 2004 at our offices in San Jose,
California. Of the 16,443,014 shares of Common Stock outstanding as of December 10, 2004 (the record date), 14,469,853 shares (88%) were present or represented by proxy at the meeting. At the Annual Meeting of Shareholders, our shareholders voted on
the following four proposals:



Proposal to elect directors to
serve for the ensuing year and until their successors are elected. The results of the votes for the directors standing for election were as follows:



|                        |  |            |  |          
|----------------------- |  | ---------- |  | ---------
|Nominee                 |  | For        |  | Withheld 
|Malcolm Thompson        |  | 13,752,948 |  | 716,905  
|E. Floyd Kvamme         |  | 12,475,458 |  | 1,994,395
|Elwood H. Spedden       |  | 13,613,016 |  | 856,837  
|Richard P. Beck         |  | 13,336,138 |  | 1,133,715
|Nicholas E. Braithwaite |  | 12,911,493 |  | 1,558,360
|Michael J. Kim          |  | 12,940,793 |  | 1,529,060
|Jeffrey A. Hawthorne    |  | 13,779,708 |  | 690,145  



Proposal to approve
our Amended and Restated 1995 Stock Option Plan, as amended, to increase the aggregate number of shares of Common Stock authorized for issuance under such plan by 400,000 shares from 2,990,943 shares to 3,390,943 shares.



|                |  |          
|--------------- |  | ---------
|For             |  | 8,628,959
|Against         |  | 3,311,123
|Abstain         |  | 6,242    
|Broker Non-Vote |  | 2,523,529



Proposal to approve
our 1995 Employee Stock Purchase Plan, as amended, to increase the aggregate number of shares of Common Stock authorized for issuance under such plan by 250,000 shares from 1,250,000 shares to 1,500,000 shares.



|                |  |           
|--------------- |  | ----------
|For             |  | 10,124,348
|Against         |  | 1,815,795 
|Abstain         |  | 6,181     
|Broker Non-Vote |  | 2,523,529 



Proposal to ratify the
selection of Ernst & Young, LLP as independent auditors of Photon Dynamics, Inc. for its fiscal year ending September 30, 2004.



|        |  |           
|------- |  | ----------
|For     |  | 14,344,983
|Against |  | 121,604   
|Abstain |  | 3,266     



34



---

##### Table of Contents

|ITEM 5. |  | Other Information
|------- |  | -----------------



None.



|ITEM 6. |  | Exhibits and Reports on Form 8-K
|------- |  | --------------------------------



|(a) | Exhibits
|--- | --------



|         |  |                                                                                                                                                    
|-------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------
|Number   |  | Exhibit                                                                                                                                            
|         | 
|3.1(1)   |  | Amended and Restated Articles of Incorporation of the Registrant.                                                                                  
|         | 
|3.2(1)   |  | Certificate of Amendment to Articles of Incorporation of the Registrant.                                                                           
|         | 
|3.3(2)   |  | Bylaws of the Registrant and amendments thereto.                                                                                                   
|         | 
|4.1      |  | Reference is made to Exhibits 3.1, 3.2 and 3.3.                                                                                                    
|         | 
|10.20    |  | 1995 Employee Stock Purchase Plan, as amended.                                                                                                     
|         | 
|10.21    |  | Amended and Restated 1995 Stock Option Plan, as amended.                                                                                           
|         | 
|10.35    |  | Consulting Agreement, dated March 18, 2004, between the Registrant and Malcolm Thompson.                                                           
|         | 
|10.36(3) |  | Termination and Assignment Agreement, dated February 27, 2004, between Photon Dynamics, Inc. and Ishikawajima-Harima Heavy Industries Co. Ltd.     
|         | 
|31.1     |  | Certification required by Rule 13a-14(a) or Rule 15d-14(a).                                                                                        
|         | 
|31.2     |  | Certification required by Rule 13a-14(a) or Rule 15d-14(a).                                                                                        
|         | 
|32.1*    |  | Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350).



Key to Exhibits:



|(1) | Previously filed as the like-numbered exhibit to the Registrants Registration Statement on Form S-1 (Commission File No. 333-76650) as filed with the Securities and Exchange
Commission on January 14, 2002, as amended, and incorporated herein by reference.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Previously filed as the like-numbered exhibit to the Registrants Annual Report on Form 10-KSB for the fiscal year ended September 30, 1998 as filed with the Securities and
Exchange Commission on December 18, 1998, and incorporated herein by reference.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | Confidential treatment has been requested for portions of this agreement.
|--- | -------------------------------------------------------------------------



|* | The certification attached as Exhibit 32.1 accompanies the Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed
filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | Reports on Form 8-K
|--- | -------------------



On January 28, 2004, we furnished a Current Report on Form 8-K, furnishing under item 12 the press release announcing our preliminary results for the
quarter ended December 31, 2003, which press release includes our condensed consolidated balance sheets and statements of operations for the periods presented.



35



---

##### Table of Contents

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.



PHOTON DYNAMICS, INC.By:

/s/    RICHARD OKUMOTORichard Okumoto Chief Financial Officer and Secretary (Duly authorized and principal financial and accounting
officer)




Dated: May 14, 2004



36



---

##### Table of Contents

Exhibit Index



|         |  |                                                                                                                                                    
|-------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------
|Number   |  | Exhibit                                                                                                                                            
|         | 
|3.1(1)   |  | Amended and Restated Articles of Incorporation of the Registrant.                                                                                  
|         | 
|3.2(1)   |  | Certificate of Amendment to Articles of Incorporation of the Registrant.                                                                           
|         | 
|3.3(2)   |  | Bylaws of the Registrant and amendments thereto.                                                                                                   
|         | 
|4.1      |  | Reference is made to Exhibits 3.1, 3.2 and 3.3.                                                                                                    
|         | 
|10.20    |  | 1995 Employee Stock Purchase Plan, as amended.                                                                                                     
|         | 
|10.21    |  | Amended and Restated 1995 Stock Option Plan, as amended.                                                                                           
|         | 
|10.35    |  | Consulting Agreement, dated March 18, 2004, between the Registrant and Malcolm Thompson.                                                           
|         | 
|10.36(3) |  | Termination and Assignment Agreement, dated February 27, 2004, between Photon Dynamics, Inc. and Ishikawajima-Harima Heavy Industries Co. Ltd.     
|         | 
|31.1     |  | Certification required by Rule 13a-14(a) or Rule 15d-14(a).                                                                                        
|         | 
|31.2     |  | Certification required by Rule 13a-14(a) or Rule 15d-14(a).                                                                                        
|         | 
|32.1*    |  | Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350).



Key to Exhibits:



|(1) | Previously filed as the like-numbered exhibit to the Registrants Registration Statement on Form S-1 (Commission File No. 333-76650) as filed with the Securities and Exchange
Commission on January 14, 2002, as amended, and incorporated herein by reference.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Previously filed as the like-numbered exhibit to the Registrants Annual Report on Form 10-KSB for the fiscal year ended September 30, 1998 as filed with the Securities and
Exchange Commission on December 18, 1998, and incorporated herein by reference.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | Confidential treatment has been requested for portions of this agreement.
|--- | -------------------------------------------------------------------------



|* | The certification attached as Exhibit 32.1 accompanies the Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed
filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



37