The following discussion and analysis should be read in conjunction with the Company's consolidated financial statements and the notes thereto presented elsewhere herein. The discussion of results should not be construed to imply any conclusion that such results will necessarily continue in the future.

Critical Accounting Policies

The Company's significant accounting policies are described in Note 1 of the Consolidated Financial Statements. The Company's consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America. In preparing the Company's financial statements, the Company made certain estimates and judgments that affect the results of operations and the value of assets and liabilities the Company reports. We base these significant judgments and estimates on historical experience and other applicable assumptions we believe to be reasonable based upon information presently available. These estimates may change as new events occur, as additional information is obtained, and as our operating environment changes. These changes have historically been minor and have been included in the financial statements as soon as they became known. Actual results could materially differ from our estimates under different assumptions, judgments, or conditions.

Management has discussed the development and selection of these critical accounting policies and estimates with the Audit Committee of the Board of Directors and the Audit Committee has reviewed the related disclosure. The Company believes that the following summarizes critical accounting policies that require significant judgments and estimates in the preparation of the Company's consolidated financial statements:

Revenue Recognition

Revenue from the Company's sales continue to generally be recognized either when products are shipped (i.e., point in time) or under certain long-term government contracts, as the Company transfers control of the product or service to its customers (i.e., over time), which approximates the previously used percentage-of-completion method of accounting.

Inventory

Inventories are stated at the lower of cost (first-in, first-out method) or net realizable value. Cost of manufactured goods includes material, labor and overhead.



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The Company records a reserve for slow moving inventory as a charge against earnings for all products identified as surplus, slow moving, or discontinued. Excess work-in-process costs are charged against earnings whenever estimated costs-of-completion exceed unbilled revenues.

Stock-based compensation

Stock based compensation expense is estimated at the grant date based on the fair value of the award. The Company estimates the fair value of stock options granted using the Black-Scholes option pricing model. The fair value of restricted stock units granted is estimated based on the closing market price of the Company's common stock on the date of the grant. The fair value of these awards, adjusted for estimated forfeitures, is amortized over the requisite service period of the award, which is generally the vesting period.

Income Taxes

Deferred income taxes are provided on the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the amounts of assets and liabilities recorded for income tax and financial reporting purposes. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The Company recognizes the financial statement benefit of an uncertain tax position only after determining that the relevant tax authority would more likely than not sustain the position. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

The Company classifies interest and penalties related to income taxes as income tax expense in its Consolidated Financial Statements.

Leases

The Company entered into an amendment and extension of its building lease on July 25, 2022, retroactive to June 1, 2022. Under the guidance of ASU 2016-02, Leases (Topic 842), the Company must determine if such an arrangement contains a lease and whether that lease meets the classification criteria of a finance or operating lease at inception of the arrangement. The Company determined that this lease is an operating lease and presented as a right-of-use lease asset, short term lease liability and long-term lease liability on the consolidated balance sheet. These assets and liabilities are recognized at the commencement date based on the present value of remaining lease payments over the lease term using the Company's incremental borrowing rate.

Results of Operations

The following table sets forth, for the past two years, the percentage relationship of statement of operations categories to total revenues.



                                                 Years ended December 31,
                                                   2022            2021
                                                    %               %
Revenues:
Product sales                                        100.0 %         100.0 %
Costs and expenses:
Cost of goods sold                                    70.8            69.4
Gross profit margin                                   29.2            30.6
Selling, general and administrative expenses          26.2            22.4
Operating income (loss)                                3.0             8.2
Net income (loss)                                      1.4            15.4


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Revenues

Sales were $10.6 million in 2022, a decrease of 6.4% or $0.7 million, compared to $11.4 million in 2021. The decrease in sales from 2021 to 2022 was due to capacity restraints as the Company hired and trained new employees and acquired additional capital equipment.

Sales to the defense and aerospace market in 2022 decreased 21.3% or $0.8 million to $3.0 million from $3.8 million in 2021. Sales in the defense and aerospace market represented 28.3% and 33.7% of total sales in 2022 and 2021, respectively. The decrease in revenue in this market was due to a decrease in the demand for our products.

Sales in the process control and metrology market increased $1.3 million, or 23.4% to $7.0 million in 2022 from $5.7 million in 2021. Sales in the process control and metrology market represented 65.6% and 49.8% of total sales in 2022 and 2021, respectively. Increased demand for process control and metrology components, including critical components in the semiconductor capital equipment market positively impacted sales in 2022 and 2021.

In 2022, the Company served as an OEM supplier of custom optical components within the non-military laser industry. Sales to this and related markets in 2022 were $0.2 million, a decrease of $0.5 million or 74.0% compared to $0.7 million in 2021. Overall, sales of laser devices and related products represented 1.8% and 6.4% of revenues in 2022 and 2021, respectively.

Sales to customers within the Scientific / R&D market were $0.5 million and $1.1 million for the years ended December 31, 2022 and 2021. As a percentage of total sales, this market represented 4.3% and 10.1% sales in 2022 and 2021, respectively. The decrease in sales in this market is due to timing of research and development activities and long lead times for order delivery.

Bookings

The Company booked new orders totaling approximately $18.7 million in 2022. The Company's backlog as of December 31, 2022, was $20.5 million, compared to $12.4 million as of December 31, 2021. The significant increase in year over year bookings is due to extraordinary demand for optical and x-ray components from customers in the process control and metrology sector.

Cost of Goods Sold and Gross Profit Margin

Cost of goods sold as a percentage of sales was 70.8% and 69.4% for years ended December 31, 2022 and 2021, respectively. The cost of goods sold in 2022 was $7.5 million compared to $7.9 million in 2021, a decrease of $0.4 million mainly attributable to the decrease in sales. Indirect labor and overhead and an increase in manufacturing depreciation adversely impacted gross profit margin in 2022.

Selling, General and Administrative Expenses

Selling, general and administrative expenses ("SG&A") were $2.8 million and $2.5 million for the years ended December 31, 2022 and 2021, respectively. SG&A expenses increased due to higher wages and corporate insurance costs, offset by lower depreciation. As a percentage of sales, SG&A was 26.2% of sales in 2022 compared to 22.4% of sales in 2021, primarily reflecting the decrease in sales in 2022.

Operating Income

The Company had operating income of $0.3 million in 2022, compared to an operating income of $0.9 million in 2021.

Other Income and Expenses

Net interest expense was $0.2 million in each of the years ended December 31, 2022 and 2021. Other income reflects the gain on the forgiveness of the PPP loan of $1.0 million recognized in 2021.



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Income Taxes

The Company did not record a current provision for income taxes in 2022 or 2021, due to the availability of net operating loss carryforwards to offset taxable income for both federal and state tax purposes.

Net Income (Loss)

As a result of the foregoing, the Company recorded net income of $0.2 million in 2022, compared to net income of $1.7 million in 2021.

Liquidity and Capital Resources

The Company's primary source of liquidity is cash and cash equivalents and on-going collection of our accounts receivable. The Company's major uses of cash in the past three years have been for operating expenses, capital expenditures, and for repayment and servicing of outstanding debt and accrued interest.

As of December 31, 2022, and December 31, 2021, cash and cash equivalents were $2.0 million and $1.8 million, respectively.

On July 22, 2020, the maturity dates of a $1,500,000 Subordinated Convertible Promissory Note to Clarex Limited ("Clarex") and a $1,000,000 Subordinated Convertible Promissory Note to an affiliate of Clarex were each extended to April 1, 2024, from April 1, 2021. The notes bear interest at 6%. Interest accrues yearly and is payable on maturity. Unpaid interest, along with principal, may be converted into securities of the Company as follows: the notes are convertible in the aggregate into 1,500,000 units and 1,000,000 units, respectively, with each unit consisting of one share of common stock and one warrant. Each warrant allows the holder to acquire 0.75 shares of common stock at a price of $1.35 per share. As part of the agreement to extend the maturity date of the notes, the expiration dates of the warrants were extended from April 1, 2024, to April 1, 2027.

The Company paid $0.2 million for interest on the subordinated convertible promissory notes in each of the years ended December 31, 2022 and 2021. Accrued interest of $37,500 is included in accounts payable and accrued liabilities as of December 31, 2022 and 2021.

In total, the Company paid $0.2 million of interest in each of the years ended December 31, 2022 and 2021, on its outstanding debt, including interest paid on the subordinated convertible promissory notes.

Capital expenditures were $0.8 million in 2022 and $0.2 million in 2021. The increase in capital spending reflects the Company's investment in new manufacturing equipment and upgrades to existing equipment.

The Company had a net increase in cash of $0.2 million for the twelve months ended December 31, 2022, compared to a net increase in cash of $0.7 million for the twelve months ended December 31, 2021.

On May 6, 2020, the Company received loan proceeds of approximately $973,000, under the Paycheck Protection Program ("PPP"). The PPP Loan, which was in the form of a promissory note dated May 4, 2020, issued by the Company, originally matured on May 4, 2022, bearing interest at a rate of 1.0% per annum. On January 19, 2021, the Company received notification from the Small Business Association that the Company's Forgiveness Application of the PPP Loan and accrued interest, totaling $980,000, was approved in full, and the Company had no further obligations related to the PPP Loan. Accordingly, the Company recognized a gain from forgiveness on PPP Loan for the year ended December 31, 2021.



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Cash flows pertaining to our source and use of cash are presented below (in
thousands):

                                                Years Ended
                                                December 31,
                                              2022       2021

                                               (in thousands)

Net cash provided by operating activities $ 776 $ 861 Capital expenditures

                           (539)      (222)

Principal payments on debt obligations (35) (8)

Overview of Financial Condition

The Company recorded net income of $0.2 million and $1.7 million for the twelve months ended December 31, 2022 and 2021, respectively. The Company's cash and cash equivalents increased to $2.0 million at December 31, 2022, from $1.8 million at December 31, 2021.

The Company's order backlog extends beyond 2022. The Company's management expects that future cash flows from operations and its existing cash reserves will provide adequate liquidity for the Company's operations and working capital requirements through at least March 31, 2024.

Contractual Obligations

Subordinated Convertible Promissory Notes

As of December 31, 2022 and 2021, the outstanding principal on the Subordinated Convertible Promissory Notes was $2.5 million. Interest accrues at 6% annually. For the years ended December 31, 2022 and 2021, the Company recorded interest expense on these notes of $0.2 million in each year.

Notes Payable Other

At December 31, 2022 and 2021, the Company had $0.4 million and $0.2 million outstanding in Notes Payable Other in each year, respectively. Interest accrues annually at a weighted average interest rate of 4.9%. For the years ended December 31, 2022 and 2021, the Company recorded interest expense on Notes Payable Other of $20,000 in 2022 and $7,000 in 2021.

Impact of COVID-19 to Operations

We are conducting business to ensure the safety of our employees and associates actively and earnestly, following all best practice CDC guidelines for prevention in the workplace. We have applied social distancing in our operations and implemented a connected, remote workforce where practicable. We cannot predict what actions may be required by federal, state, or local authorities in the future. Nor can we predict what additional actions or new mandates may have on our customers and suppliers. We continue to actively monitor the situation and may be required to take further actions that alter our business operations or that we determine are in the best interests of our employees, customers, partners, suppliers, and shareholders. It is not clear what the potential effects any such alterations or modifications may have on our business, including the effects on our financial results.

The Company's bookings were stronger in 2022, compared to 2021 and our sales have increased over last year. While sales and marketing efforts were severely impacted by COVID-19 during 2021, such efforts improved significantly in 2022. The Company continues to be impacted by COVID-related restrictions in certain areas and the Company expects that restrictions and other limitations may continue for the foreseeable future. The total impact of the global emergence of COVID-19 on our business and financial results are not completely known, and we cannot predict what impact it may have on our continuing operations and the effect to our financial results.

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