Caution Regarding Forward Looking Statements

This Quarterly Report contains forward-looking statements as that term is defined in the federal securities laws. The Company wishes to ensure that any forward-looking statements are accompanied by meaningful cautionary statements in order to comply with the terms of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. The events described in the forward-looking statements contained in this Quarterly Report may not occur. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of the Company's plans or strategies, projected or anticipated benefits of acquisitions made by the Company, projections involving anticipated revenues, earnings, or other aspects of the Company's operating results. The words "may," "will," "expect," "believe," "anticipate," "project," "plan," "intend," "estimate," and "continue," and their opposites and similar expressions are intended to identify forward-looking statements. The Company cautions you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks, and other influences, many of which are beyond the Company's control, that may influence the accuracy of the statements and the projections upon which the statements are based. Factors which may affect the Company's results include, but are not limited to, the risks and uncertainties discussed in Items 1A and 7 of the Company's most recent Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission on March 30, 2021. Any one or more of these uncertainties, risks, and other influences could materially affect the Company's results of operations and whether forward-looking statements made by the Company ultimately prove to be accurate. Readers are further cautioned that the Company's financial results can vary from quarter to quarter, and the financial results for any period may not necessarily be indicative of future results. The foregoing is not intended to be an exhaustive list of all factors that could cause actual results to differ materially from those expressed in forward-looking statements made by the Company. The Company's actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether from new information, future events, or otherwise.

Critical Accounting Policies and Estimates

Our significant accounting policies are described in Note 1 of the accompanying condensed consolidated financial statements and further discussed in our annual financial statements included in our annual report on Form 10-K for the year ended December 31, 2020. In preparing our unaudited condensed consolidated financial statements, we made estimates and judgments that affect the results of our operations and the value of assets and liabilities we report. Our inventories are stated at the lower of cost (first-in-first-out basis) and net realizable value. 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. The Company's estimates also include the amount and timing of future taxable income in determining the valuation allowance for deferred income tax assets. Our actual results may differ from these estimates under different assumptions or conditions.

For additional information regarding our critical accounting policies and estimates, see the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our annual report filed with the Securities and Exchange Commission on Form 10-K for the year ended December 31, 2020.





Impact of COVID-19



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 actions any new mandates may have on our customers and suppliers. 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. We will 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. 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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Total sales for the year ended December 31, 2020 were negatively impacted by business factors resulting from COVID-19 and governmental restrictions, including disruptions to our customers' and suppliers' operations. Our sales and marketing efforts were negatively impacted due to travel and other operational restrictions. While the Company has seen improved results, 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 in the future.





Results of Operations


Inrad Optics, Inc. is a vertically integrated optical components and subsystems manufacturer focused in three areas: Crystal-based Optical Components and Assemblies, Custom Optical Components from both glass and metal, and Optical and Opto-mechanical assemblies.

The Crystal-based Optical Components and Devices category includes the growth and fabrication of crystalline materials with electro-optic (EO) and non-linear optical properties for use in both standard and custom products. The majority of crystal components and assemblies manufactured are used in laser systems, defense EO systems, medical lasers and R&D applications by engineers within corporations, universities and national laboratories.

The Optical Components and Assembly categories are focused on custom optics manufacturing. The Company specializes in high-end precision components and assemblies. It develops, manufactures and delivers precision custom optics, optical assemblies and opto-mechanical assemblies through its advanced manufacturing operations. Glass, metal, and single-crystal substrates are processed using complex processes and techniques to manufacture components, deposit optical thin films, and assemble sub-components used in advanced photonic systems. The majority of custom optical components and assemblies, along with thin film coatings, are used in inspection applications, process control systems, defense and aerospace electro-optical systems, laser system applications, industrial scanners, and medical system applications.

The Company operates a manufacturing facility in Northvale, New Jersey. Its corporate offices are located in the same facility.

Sales Revenue

Sales for the three months ended June 30, 2021, were $2.9 million, an increase of 14.2%, or $0.4 million, compared to $2.5 million for the three months ended June 30, 2020. For the six months ended June 30, 2021, sales were $5.7 million, an increase of 23.8%, or $1.1 million, compared to sales of $4.6 million for the six months ended June 30, 2020.

For the three months ended June 30, 2021 and 2020, sales to the defense/aerospace market were $1.1 million and $0.9 million, respectively. For the six months ending June 30, 2021 and 2020, sales to the defense/aerospace market were $2.2 million and $1.8 million, respectively. The increase in sales in the three months and six months ended June 30, 2021, of $0.2 million, or 22.2% and $0.4 million, or 22.6%, respectively, reflect a continued increase in demand in this market.

Process control and metrology ("PC&M") sales were $1.2 million for the three months ended June 30, 2021, an increase of $0.1 million, or 0.7%, from $1.1 million for the three months ended June 30, 2020, reflecting stronger sales in the semi-conductor industry. For the six months ended June 30, 2021, sales increased 15.6% or $0.3 million to $2.3 million from $2.0 million for the six months ended June 30, 2020. Sales in the PC&M market continue to increase due to demand in the semi-conductor industry.

For the three months ended June 30, 2021 and 2020, sales to customers in the laser systems market were $0.3 million and $0.2 million, respectively. The increase of $0.1 million, or 83.8%, reflects an increase in demand for laser-based products. Sales for the six months ended June 30, 2021 and 2020, were $0.4 million in each period.

Sales to customers in the Scientific/R&D market were $0.4 million and $0.3 million for the three months ended June 30, 2021 and 2020, respectively, an increase of $0.1 million, or 11.1%. The increase reflects stronger demand from national laboratories. For the six-month period ending June 30, 2021, sales increased $0.4 million to $0.8 million, compared to $0.4 million for six months ended June 30, 2020. The increase in sales for the six-month period ending June 30, 2021, largely reflects the revenues from a federal government R&D contract completed in the first quarter of 2021.


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For each of the three months ended June 30, 2021 and 2020, three customers represented 10% or more of sales. For the six months ended June 30, 2021, two customers represented 10.0% or more of sales, compared to one customer representing 10.0% of sales for the six months ended June 30, 2020.

The Company's top five customers represented 57.4% of sales in the three-month period ended June 30, 2021, compared to 50.9% in the same period in 2020. For the six-month period ended June 30, 2021 and 2020, the Company's top five customers represented 50.0% and 44.4% of sales, respectively.

Orders booked during the first six months of 2021, totaled $9.1 million, compared to $5.9 million for the same period last year. Order backlog at June 30, 2021 and 2020, was $9.4 million and $6.4 million, respectively.





Cost of Goods Sold


For the three months ended June 30, 2021 and 2020, cost of goods sold was $1.8 million and $1.8 million, or 63.3% and 70.7% of total revenues, respectively. Cost of goods sold in the three-month period ending June 30, 2021, was lower as a percentage of sales due to lower material and services costs, indirect labor costs, and employee related costs. Direct labor, manufacturing expenses were higher in the three-month period ending June 30, 2021. Cost of goods sold for the six months ended June 30, 2021 and 2020, were $3.8 million and $3.4 million, respectively. Cost of goods sold increased 10.9% or $0.4 million reflecting higher material and outside services costs, direct labor, and manufacturing expenses, offset by a decrease in employee related costs and indirect labor.

Gross profit for the three months ended June 30, 2021, was $1.1 million or 36.7% of sales, compared to $0.7 million or 29.3% of sales in the same quarter last year. Gross profit for the year-to-date period ending June 30, 2021, was $1.9 million or 33.0% of sales, an increase of $0.7 million, compared to $1.2 million or 25.3% of sales, for the six-month period ending June 30, 2020. The increase in gross profit for the three and six months ended June 30, 2021, compared to the three and six months ended June 30, 2020, is due to higher sales revenues combined with material costs reflective of sales mix and lower employee related costs.

Selling, General and Administrative Expenses

Selling, general and administrative expenses ("SG&A" expenses) were $0.6 million in the three months ended June 30, 2021, or 22.2% of sales and 0.7 million, or 26.8% of sales, in the three months ended June 30, 2020. The decrease in SG&A expenses in the three months ended June 30, 2021, reflects a reduction in travel and entertainment costs, marketing related costs due to restrictions on travel related to COVID-19, and employee related expenses. SG&A expenses for the six-month period ending June 30, 2021 and 2020, were $1.2 million, or 22.0% of sales, and $1.4 million or 30.1% of sales, respectively. The decrease in SG&A expenses for the year-to-date period reflects a reduction in travel and entertainment costs, marketing related costs due to restrictions on travel related to COVID-19, and employee related expenses.





Income (Loss) from Operations


The Company realized net income from operations of $0.4 million for the three months ended June 30, 2021, compared with net income from operations of $0.1 million in the three months ended June 30, 2020. The increase in income primarily reflects an increase in sales coupled with lower SG&A expenses. The Company incurred net income from operations of $0.6 million for the six months ended June 30, 2021,compared to a net loss from operations for the six months ended June 30, 2020, of $0.2 million. The increase in net income from operations is primarily due to an increase in revenues coupled with a decrease in SG&A expenses.





Other Income and Expense



There was no significant change in net interest expense for the three months or six months periods ended June 30, 2021 compared to the same periods ended June 30, 2020. Other income reflects the gain on the forgiveness of the PPP loan of $1.0 million in the six months ended June 30, 2021.





Income Taxes


For the three months and six months ended June 30, 2021, the Company did not record a current provision for income taxes due to the availability of net operating loss carryforwards to offset taxable income for both federal and state tax purposes.



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For the three months ended June 30, 2020, the Company did not record a current provision for income taxes due to the availability of net operating loss carryforwards to offset taxable income for both federal and state tax purposes. For the six months ended June 30, 2020, the Company did not record a current provision for either state tax or federal alternative minimum tax due to the losses incurred for both income tax and financial reporting purposes.

Net Income (Loss)

The Company had a net income of $0.4 million for the three months ended June 30, 2021, compared to net income of less than $0.1 million for the three months ended June 30, 2020. The change primarily reflects an increase in sales coupled with a reduction in SG&A costs. For the six months ended June 30, 2021, the Company recorded net income of $1.5 million compared to a net loss of $0.3 million for the six months ended June 30, 2020. The increase in net income reflects higher sales, lower SG&A costs, and the gain resulting from forgiveness of the PPP loan.

Liquidity and Capital Resources

The Company's primary source of liquidity is cash and cash equivalents and on-going collection of accounts receivable. The Company's major use of cash in recent years has been for financing operations, for payment of accrued and current interest on convertible debt, for servicing of long-term debt, and for capital expenditures.

As of June 30, 2021 and December 31, 2020, the Company had cash and cash equivalents of $1.4 million and $1.1 million, respectively.

The Company occupies approximately 42,000 square feet of space located at 181 Legrand Avenue, Northvale, New Jersey pursuant to a net lease which was amended on July 8, 2019, retroactive to June 1, 2019, for an additional three-year term. Under the terms of the lease, the Company is obligated for all real estate taxes, maintenance and operating costs of the facility.

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 an annual rate of 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, the expiration dates of the warrants were extended from April 1, 2024 to April 1, 2027. As of June 30, 2021, the Company had accrued interest in the amount of $37,500 associated with these notes.





The following table summarizes net cash provided by (used in) operating,
investing and financing activities for the six months ended June 30, 2021 and
2020:




                                               Six Months Ended
                                                   June 30,
                                               2021        2020

                                                (in thousands)

Net cash provided by operating activities $ 379 $ 204 Net cash (used in) investing activities (14) (100) Net cash provided by financing activities

           -         967

Net increase in cash and cash equivalents $ 365 $ 1,071

Net cash provided by operating activities was $379,000 for the six months ended June 30, 2021, compared to net cash provided by operating activities of $204,000 for the same period last year. The net cash provided by operating activities in the six months ended June 30, 2021, resulted primarily from operating income and a reduction in inventories and other assets, offset by the gain on the forgiveness of the PPP loan, an increase in accounts receivable and decreases in accounts payable and contract liabilities. Net cash used in operating activities during the six months ended June 30, 2020, resulted from a reduction in accounts receivable and an increase in accounts payable and contract liabilities, offset by an increase in inventory.

Net cash used in investing activities was $14,000 during the six months ended June 30, 2021, compared to $100,000 in the same period last year reflecting capital expenditures in both periods.





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Net cash provided by financing activities reflects the PPP Loan proceeds received during the six months ended June 30, 2020.

Overall, cash and cash equivalents increased by $365,000 and $1,071,000 for the six months ended June 30, 2021 and 2020, respectively.

On May 6, 2020, the Company received loan proceeds of approximately $973,000 (the "PPP Loan"), under the Paycheck Protection Program ("PPP"). The PPP was established as part of the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") which was enacted March 27, 2020. 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, and bore an interest at a rate of 1.0% per annum.

The CARES Act and the PPP provide a mechanism for forgiveness of up to the full amount borrowed. The amount of loan proceeds eligible for forgiveness is based on a formula that takes into account a number of factors, including the amount of loan proceeds used by the Company during the 24-week period after the loan origination for certain eligible purposes including payroll costs, interest on certain mortgage obligations, rent payments on certain leases, and certain qualified utility payments, provided that at least 60% of the loan amount is used for eligible payroll costs; the employer maintaining or rehiring employees and maintaining salaries at certain levels; and other factors. Subject to the other requirements and limitations on loan forgiveness, only loan proceeds spent on payroll and other eligible costs during a covered eight-week or twenty-four-week period qualify for forgiveness. Any forgiveness of the PPP Loan is subject to approval by the Small Business Administration. At December 31, 2020, the PPP Loan is included in other long-term notes on the accompanying balance sheet.

On January 19, 2021, the Company received notification from the Small Business Administration 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 in the six months ended June 30, 2021.

Management believes, based on the Company's operations and its existing working capital resources together with existing cash flows, that the Company has sufficient cash flows to fund operations through at least the third quarter of 2022.

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