UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended June 30, ~~2021~~2022


	☐	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 0-11668

INRAD OPTICS, INC.

(Exact Name of Registrant as Specified in its Charter)

New Jersey		22-2003247
State or Other Jurisdiction of Incorporation or Organization		I.R.S. Employer Identification No.

181 Legrand Avenue, Northvale, NJ		07647
Address of Principal Executive Offices		Zip Code

(201) 767-1910

Registrant’s Telephone Number, Including Area Code

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

Securities registered pursuant to Section 12(b) of the Act: None.


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller reporting company ☒
		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

The number of shares of the registrant’s common stock outstanding, $0.01 par value, as of August ~~13, 2021,~~12, 2022, was ~~13,967,257.~~14,043,320.

Table of Contents

INRAD OPTICS, INC AND SUBSIDIARIES

INDEX


Part I.	CONDENSED FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements:

	Condensed consolidated balance sheets as of June 30, ~~2021~~2022 (unaudited) and December 31, ~~2020~~2021	31

	Condensed consolidated statements of operations for the three and six months ended June 30, ~~2021~~2022 and ~~2020~~2021 (unaudited)	42

	Condensed consolidated statements of shareholders equity for the three and six months ended June 30, ~~2021~~2022 and ~~2020~~2021 (unaudited)	53

	Condensed consolidated statements of cash flows for the six months ended June 30, ~~2021~~2022 and ~~2020~~2021 (unaudited)	64

	Notes to condensed consolidated financial statements (unaudited)	75

Item 2.	~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations	1513

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	1917

Item 4.	Controls and Procedures	1917

Part II.	OTHER INFORMATION	2018

Item 1.	Legal Proceedings	2018

Item 1A.	Risk Factors	2018

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2018

Item 3.	Defaults upon Senior Securities	2018

Item 4.	Mine Safety Disclosures	2018

Item 5.	Other Information	2018

Item 6.	Exhibits	2119

Signatures		2220

Table of Contents

INRAD OPTICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS


	June 30,		December 31,
	2021		2020		June 30,		December 31,
	(Unaudited)				2022		2021
Assets					(Unaudited)
Current assets:
Cash and cash equivalents	$	1,494,346	$	1,129,703	$	1,518,612	$	1,801,188
Accounts receivable, net		1,024,229		824,452		1,374,493		1,287,653
Inventories, net		3,078,824		3,206,057		3,005,746		2,524,871
Other current assets		102,340		214,748		86,909		260,116
Total current assets		5,699,739		5,374,960		5,985,760		5,873,828

Plant and equipment:
Plant and equipment, at cost		15,205,646		15,191,610		15,966,452		15,393,241
Less: Accumulated depreciation and amortization		(14,629,031)		(14,564,186)		(14,784,572)		(14,709,744)
Total plant and equipment		576,615		627,424		1,181,880		683,497
Precious metals		561,909		561,909		561,909		561,909
Lease right-of-use, net		272,645		415,377		879,300		125,724
Other assets		48,421		48,421		26,993		26,993
Total Assets	$	7,159,329	$	7,028,091	$	8,635,842	$	7,271,951

Liabilities and Shareholders' Equity
Liabilities and Shareholders’ Equity
Current liabilities:
Current portion of other long term notes	$	16,288	$	16,288	$	60,030	$	16,403
Accounts payable and accrued liabilities		589,067		717,536		593,058		554,604
Contract liabilities		547,056		856,802		703,163		576,474
Current portion of lease obligation		298,821		304,844		300,238		141,536
Total current liabilities		1,451,232		1,895,470		1,656,490		1,289,017

Related party convertible notes payable		2,500,000		2,500,000		2,500,000		2,500,000

Other long term notes, net of current portion		166,053		1,133,682		356,613		157,578
Lease obligation, net of current portion		0		144,228		589,741		2,692
Total liabilities		4,117,285		5,673,380		5,102,844		3,949,287

Shareholders' equity:
Common stock: $.01 par value; 60,000,000 authorized shares; 13,967,257 shares issued at June 30, 2021, and 13,824,928 shares issued at December 31, 2020		139,674		138,251
Shareholders’ equity:
Common stock: $.01 par value; 60,000,000 authorized shares; 14,047,920 shares issued at June 30, 2022 and 13,967,257 shares issued at December 31, 2021						140,481		139,674
Capital in excess of par value		19,687,223		19,516,363		19,843,176		19,733,996
Accumulated deficit		(16,769,903)		(18,284,953)		(16,435,709)		(16,536,056)
		3,056,994		1,369,661		3,547,948		3,337,614
Less - Common stock in treasury, at cost (4,600 shares)		(14,950)		(14,950)		(14,950)		(14,950)
Total shareholders' equity		3,042,044		1,354,711
Total Liabilities and shareholders' equity	$	7,159,329	$	7,028,091
Total shareholders’ equity						3,532,998		3,322,664
Total Liabilities and shareholders’ equity					$	8,635,842	$	7,271,951

See Notes to Condensed Consolidated Financial Statements (Unaudited)

Table of Contents

INRAD OPTICS, INC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Ended June 30,

Six Months Ended June 30,


2021

2020

2021

2020

Total sales revenue

$
2,881,751

$
2,523,990

$
5,661,299

$
4,574,485

Cost and expenses:

Cost of goods sold

1,824,001

1,784,192

3,790,808

3,419,232
Selling, general and administrative expenses

638,691

676,046

1,247,449

1,377,725

2,462,692

2,460,238

5,038,257

4,796,957

Income (loss) from operations

419,059

63,752

623,042

(222,472)
Other expense:

Gain on forgiveness of PPP loan

0

0

973,166

0
Interest expense-net

(44,343)

(37,957)

(81,158)

(76,220)

(44,343)

(37,957)

892,008

(76,220)

Income (loss) before income taxes

374,716

25,795

1,515,050

(298,692)

Income tax (provision) benefit

0

0

0

0

Net income (loss)

$
374,716

$
25,795

$
1,515,050

$
(298,692)

Net income (loss) per common share - basic

$
0.03

$
0.00

$
0.11

$
(0.02)

Net income (loss) per common share - diluted

$
0.03

$
0.00

$
0.11

$
(0.02)

Weighted average shares outstanding - basic

13,844,050

13,745,536

13,827,106

13,734,851

Weighted average shares outstanding - diluted

14,128,491

14,145,909

14,103,797

13,734,851


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021

Total revenue	$	2,740,055	$	2,881,751	$	5,177,151	$	5,661,299

Cost and expenses:
Cost of goods sold		1,880,437		1,824,001		3,557,967		3,790,808
Selling, general and administrative expenses		757,820		638,691		1,434,372		1,247,449
		2,638,257		2,462,692		4,992,339		5,038,257

Income from operations		101,798		419,059		184,812		623,042
Other income (expense):
Gain on forgiveness of PPP loan		0		0		—		973,166
Interest expense-net		(42,883)		(44,343)		(84,465)		(81,158)
		(42,883)		(44,343)		(84,465)		892,008

Income before income taxes		58,915		374,716		100,347		1,515,050

Income tax (provision) benefit		0		0		—		—

Net income	$	58,915	$	374,716	$	100,347	$	1,515,050

Net income per common share - basic	$	0.00	$	0.03	$	0.01	$	0.11

Net income per common share - diluted	$	0.00	$	0.03	$	0.01	$	0.11

Weighted average shares outstanding - basic		14,025,820		13,844,050		13,992,068		13,827,106

Weighted average shares outstanding - diluted		14,791,747		14,128,491		14,675,384		14,103,797

See Notes to Condensed Consolidated Financial Statements (Unaudited)

Table of Contents

INRAD OPTICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ~~SHAREHOLDERS'~~SHAREHOLDERS’ EQUITY

(Unaudited)


				Capital in						Total
	Common Stock			excess of		Accumulated		Treasury		Shareholders’
	Shares	Amount		par value		Deficit		Stock		Equity
Balance, January 1, 2021	13,824,928	$	138,251	$	19,516,363	$	(18,284,953)	$	(14,950)	$	1,354,711
Stock-based compensation expense	0		0		29,303		0		0		29,303
Net income	0		0		0		1,140,334		0		1,140,334
Balance, March 31, 2021	13,824,928	$	138,251	$	19,545,666	$	(17,144,619)	$	(14,950)	$	2,524,348

401K contribution	142,329		1,423		101,926		0		0		103,349
Stock-based compensation expense	0		0		39,631		0		0		39,631
Net income	0		0		0		374,716		0		374,716
Balance, June 30, 2021	13,967,257	$	139,674	$	19,687,223	$	(16,769,903)	$	(14,950)	$	3,042,044


				Capital in						Total
	Common Stock			excess of		Accumulated		Treasury		Shareholders’
	Shares	Amount		par value		Deficit		Stock		Equity
Balance, January 1, 2022	13,967,257	$	139,674	$	19,733,996	$	(16,536,056)	$	(14,950)	$	3,322,664
401K contribution	59,663		597		50,158		0		0		50,755
Stock-based compensation expense	0		0		21,558		0		0		21,558
Net income	0		0		0		41,432		0		41,432
Balance, March 31, 2022	14,026,920	$	140,271	$	19,805,712	$	(16,494,624)	$	(14,950)	$	3,436,409

Common stock options exercised	21,000		210		4,860						5,070
Stock-based compensation expense	0		0		32,604		0		0		32,604
Net income	0		0		0		58,915		0		58,915
Balance, June 30, 2022	14,047,920	$	140,481	$	19,843,176	$	(16,435,709)	$	(14,950)	$	3,532,998

See Notes to Condensed Consolidated Financial Statements (Unaudited)

Table of Contents

INRAD OPTICS, INC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Capital in

Total

Common Stock

excess of

Accumulated

Treasury

Shareholders'


Shares

Amount

par value

Deficit

Stock

Equity

Balance, January 1, 2020

13,735,177

$
137,353

$
19,281,255

$
(17,386,392)

$
(14,950)

$
2,017,266
401K contribution

0

0

0

0

0

0
Stock-based compensation expense

—

0

27,980

0

0

27,980
Net income (loss) March 31, 2020

—

0

0

(324,487)

0

(324,487)
Balance, March 31, 2020

13,735,177

$
137,353

$
19,309,235

$
(17,710,879)

$
(14,950)

$
1,720,759

401K contribution

89,751

898

123,457

0

0

124,355
Stock-based compensation expense

—

0

28,157

0

0

28,157
Net income (loss) June 30, 2020

—

0

0

25,795

0

25,795
Balance, June 30, 2020

13,824,928

$
138,251

$
19,460,849

$
(17,685,084)

$
(14,950)

$
1,899,066

Capital in

Total

Common Stock

excess of

Accumulated

Treasury

Shareholders'


Shares

Amount

par value

Deficit

Stock

Equity
Balance, January 1, 2021

13,824,928

$
138,251

$
19,516,363

$
(18,284,953)

$
(14,950)

$
1,354,711
401K contribution

0

0

0

0

0

0
Stock-based compensation expense

—

0

29,303

0

0

29,303
Net income (loss) March 31, 2021

—

0

0

1,140,334

0

1,140,334
Balance, March 31, 2021

13,824,928

$
138,251

$
19,545,666

$
(17,144,619)

$
(14,950)

$
2,524,348

401K contribution

142,329

1,423

101,926

0

0

103,349
Stock-based compensation expense

—

0

39,631

0

0

39,631
Net income (loss) June 30, 2021

—

0

0

374,716

0

374,716
Balance, June 30, 2021

13,967,257

$
139,674

$
19,687,223

$
(16,769,903)

$
(14,950)

$
3,042,044


	Six Months Ended
	June 30,
	2022		2021
Cash flows from operating activities:
Net income	$	100,347	$	1,515,050

Adjustments to reconcile net income to net cash (used in) provided by operating activities
Depreciation and amortization		74,828		64,845
401K common stock contribution - non cash item		50,755		103,349
Stock based compensation		54,162		68,934
Gain on forgiveness of PPP loan		0		(973,166)
Capitalized interest on promissory note		0		5,538
Changes in operating assets and liabilities:
Accounts receivable		(86,840)		(120,917)
Inventories, net		(480,875)		127,232
Other current and noncurrent assets		298,932		112,408
Accounts payable and accrued liabilities		38,454		(135,989)
Contract liabilities		126,689		(388,605)
Other current and noncurrent liabilities		(89,922)		0
Total adjustments and changes		(13,817)		(1,136,371)
Net cash provided by operating activities		86,530		378,679

Cash flows from investing activities:
Capital expenditures		(302,890)		(14,036)
Net cash (used in) investing activities		(302,890)		(14,036)

Cash flows from financing activities:
Proceeds from issuance of common stock		5,070		0
Principal payments on notes payable-other		(71,286)		0
Net cash (used in) financing activities		(66,216)		0

Net (decrease) increase in cash and cash equivalents		(282,576)		364,643

Cash and cash equivalents at beginning of period		1,801,188		1,129,703
Cash and cash equivalents at end of period	$	1,518,612	$	1,494,346

Supplemental disclosure of cash flow information:
Interest paid	$	85,584	$	83,070
Income taxes paid	$	0	$	0
Significant non-cash activities:
Lease right-of-use asset	$	879,300	$	0
Supplemental disclosure of non-cash investing and financing activities:
Acquisition of equipment by issuing a note payable	$	270,320	$	0

See Notes to Condensed Consolidated Financial Statements (Unaudited)

Table of Contents

INRAD OPTICS, INC AND SUBSIDIARIES

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(Unaudited)~~

Six Months Ended

June 30,


2021

2020
Cash flows from operating activities:




Net income (loss)

$
1,515,050

$
(298,692)

Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities

Depreciation and amortization

64,845

138,287
401K common stock contribution - non cash item

103,349

124,355
Stock based compensation

68,934

56,137
Gain on forgiveness of PPP loan

(973,166)

0
Capitalized interest on promissory note

5,538

0
Changes in operating assets and liabilities:

Accounts receivable

(120,917)

178,382
Inventories, net

127,232

(383,589)
Other assets

112,408

47,288
Accounts payable and accrued liabilities

(135,989)

83,379
Contract liabilities

(388,605)

258,613
Total adjustments and changes

(1,136,371)

502,852
Net cash provided by operating activities

378,679

204,160

Cash flows from investing activities:

Capital expenditures

(14,036)

(100,081)
Net cash (used in) investing activities

(14,036)

(100,081)

Cash flows from financing activities:

Proceeds from PPP Loan

0

973,166
Principal payments on notes payable-other

0

(6,567)
Net cash provided by financing activities

0

966,599

Net increase in cash and cash equivalents

364,643

1,070,678

Cash and cash equivalents at beginning of period

1,129,703

950,705

Cash and cash equivalents at end of period

$
1,494,346

$
2,021,383

Supplemental disclosure of cash flow information:

Interest paid

$
83,070

$
3,043
Income taxes paid

$
0

$
0

~~See Notes to Condensed Consolidated Financial Statements (Unaudited)~~

~~Table of Contents~~

~~INRAD OPTICS, INC AND SUBSIDIARIES~~

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Inrad Optics, Inc. and its subsidiaries (collectively, the “Company”). All significant intercompany balances and transactions have been eliminated.

The condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments of a normal recurring nature considered necessary for a fair presentation have been included. The results of operations of any interim period are not necessarily indicative of the results of operations to be expected for the full fiscal year. For further information, refer to the consolidated financial statements and accompanying footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

In preparing these unaudited condensed consolidated financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date the unaudited condensed consolidated financial statements were issued.

Management Estimates

These unaudited condensed consolidated financial statements and related disclosures have been prepared in conformity with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses reported in those financial statements. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates and assumptions. Significant changes, if any, in those estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods.

Accounts Receivable

Accounts receivable are carried at net realizable value, net of write-offs and allowances. The Company establishes an allowance for doubtful accounts based on estimates as to the collectability of accounts receivable. Management specifically analyzes past-due accounts receivable balances and, additionally, considers bad debt history, customer credit-worthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. Uncollectible accounts receivable are written-off when it is determined that the balance will not be collected. Reserves for uncollectible accounts receivable are recorded as part of selling, general and administrative expenses in the Consolidated Statements of Operations, and were ~~$91,000~~$46,000 at June 30, ~~2021~~2022, and $90,000 at December 31, ~~2020.~~2021.

Inventories

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.

Table of Contents

Inventories are comprised of the following and are shown net of inventory reserves of ~~$2,829,000~~$2,418,000 and ~~$2,489,000~~$2,480,000 at June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively:


	June 30,		December 31,		June 30,		December 31,
	2021		2020		2022		2021
	(Unaudited)				(Unaudited)
		(in thousands)				(in thousands)
Raw materials	$	973	$	1,130	$	1,140	$	1,160
Work in process, including manufactured parts and components		1,488		1,718		1,428		1,020
Finished goods		618		358		438		345
	$	3,079	$	3,206	$	3,006	$	2,525

Income Taxes

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statements carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the year in which the differences are expected to reverse.

In evaluating the Company’s ability to recover deferred tax assets in future periods, management considers the available positive and negative factors, including the Company’s recent operating results, the existence of cumulative losses and near-term forecasts of future taxable income consistent with the plans and estimates that management uses to manage the underlying business. A significant piece of objective negative evidence evaluated was the cumulative loss incurred by the Company over the three-year period ended December 31, 2020. Such objective evidence limits the ability to consider other subjective evidence such as our projections for future growth.

On the basis of this evaluation as of June 30, ~~2021,~~2022, the Company’s management concluded that it is more likely than not that the Company will not be able to realize any portion of the benefit on the net deferred tax asset balance of ~~$3,480,000~~$3,582,000 and therefore the Company continues to maintain a valuation allowance for the full amount of the net deferred tax asset balance. When sufficient positive evidence exists, the Company’s income tax expense will be charged with the increase or decrease in its valuation allowance. An increase or reversal of the Company’s valuation allowance could have a significant negative or positive impact on the Company’s future earnings.

For the three and six months ended June 30, 2022 and 2021, the Company did 0t record a current provision for income taxes due to the ~~availability of net operating loss carryforwards~~permanent difference related to ~~offset taxable income for both federal~~loan forgiveness and ~~state tax purposes.~~

~~For the three months ended June 30, 2020, the Company did 0t 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 0t 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) per Common Share

Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares and common stock equivalents outstanding, calculated on the treasury stock method for options, stock grants and warrants using the average market prices during the period, including potential common shares issuable upon conversion of outstanding convertible notes, except if the effect on the per share amounts is anti-dilutive.

For the three and six months ended June 30, 2022, a total of 2,500,000 common shares and 1,875,000 common shares from warrants issuable upon conversion of outstanding related party convertible notes in addition to 15,000 common stock options in each respective period, were excluded from the computation of basic and diluted net income per common share because their effect is anti-dilutive.

For the three and six months ended June 30, 2021, a total of 2,500,000 common shares and 1,875,000 common shares from warrants issuable upon conversion of outstanding related party convertible notes in addition to 190,000 common stock options in each respective period, were excluded from the computation of basic and diluted net income per common share because their effect is anti-dilutive.

For the three and six months ended June 30, 2020, a total of 2,500,000 common shares and 1,875,000 common shares from warrants issuable upon conversion of outstanding related party convertible notes in addition to 368,400 and 1,160,567 common stock options in each respective period, were excluded from the computation of basic and diluted net income per common share because their effect is anti-dilutive.

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A reconciliation of the shares used in the calculation of basic and diluted income (loss) per common share is as follows:


	Three Months Ended					Three Months Ended					Three Months Ended					Three Months Ended
	June 30, 2021					June 30, 2020					June 30, 2022					June 30, 2021
	Income(Loss)		Shares	Per Share		Income(Loss)		Shares	Per Share		Income(Loss)		Shares	Per Share		Income(Loss)		Shares	Per Share
	(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount
Basic Income (Loss) Per Share:
Net Income (Loss)	$	374,716	13,844,050	$	0.03	$	25,795	13,745,536	$	0.00
Basic Income Per Share:
Net Income											$	58,915	14,025,820	$	0.00	$	374,716	13,844,050	$	0.03
Effect of dilutive securities:		—	—		—		—	—		—
Convertible Notes		0	0		0		0	0		0		0	0		0		0	0		0
Accrued Interest on Convertible Notes		0	0		0		0	0		0		0	0		0		0	0		0
Warrants		0	0		0		0	0		0		0	0		0		0	0		0
Stock Options		0	284,441		0		0	400,373		0		0	765,927		0		0	284,441		0
Diluted Income (Loss) Per Share:	$	374,716	14,128,491	$	0.03	$	25,795	14,145,909	$	0.00
Diluted Income Per Share:											$	58,915	14,791,747	$	0.00	$	374,716	14,128,491	$	0.03


	Six Months Ended					Six Months Ended					Six Months Ended					Six Months Ended
	June 30, 2021					June 30, 2020					June 30, 2022					June 30, 2021
	Income(Loss)		Shares	Per Share		Income(Loss)		Shares	Per Share		Income(Loss)		Shares	Per Share		Income(Loss)		Shares	Per Share
	(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount
Basic Income (Loss) Per Share:
Net Income (Loss)	$	1,515,050	13,827,106	$	0.11	$	(298,692)	13,734,851	$	(0.02)
Basic Income Per Share:
Net Income											$	100,347	13,992,068	$	0.01	$	1,515,050	13,827,106	$	0.11
Effect of dilutive securities:		—	—		—		—	—		—
Convertible Notes		0	0		0		0	0		0		0	0		0		0	0		0
Accrued Interest on Convertible Notes		0	0		0		0	0		0		0	0		0		0	0		0
Warrants		0	0		0		0	0		0		0	0		0		0	0		0
Stock Options		0	276,691		0		0	0		0		0	683,316		0		0	276,691		0
Diluted Income (Loss) Per Share:	$	1,515,050	14,103,797	$	0.11	$	(298,692)	13,734,851	$	(0.02)
Diluted Income Per Share:											$	100,347	14,675,384	$	0.01	$	1,515,050	14,103,797	$	0.11

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 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.

Recent Accounting Standards

In June 2016, the FASB issued ASU 2016-13, ~~"Financial~~“Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial ~~Instruments"~~Instruments” (“ASU 2016-13”) which amended guidance on the accounting for credit losses on financial instruments within its scope. The guidance introduces an expected loss model for estimating credit losses, replacing the incurred loss model. The new guidance also changes the impairment model for available-for-sale debt securities, requiring the use of an allowance to record estimated credit losses (and subsequent recoveries). The new guidance is effective for interim and annual periods beginning in ~~2023.~~2023, with earlier application permitted. The Company ~~is currently evaluating the impact of adoption on its consolidated financial statements and~~ does not expect that the adoption of ~~ASU 2016-13 to~~this guidance will have a material impact on the Company’s ~~statements of operations or cash flows.~~

consolidated financial statements.

In ~~December 2019,~~August 2020, the FASB issued ASU ~~2019-12, Income Taxes (Topic 740)~~2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): ~~Simplifying the~~ Accounting for ~~Income Taxes.~~Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU update is intended to simplify the complexity associated with applying generally accepted accounting principles (GAAP) for certain financial instruments with characteristics of liabilities and equity. This guidance ~~was~~is effective for ~~entities with~~the Company for fiscal years beginning after December 15, ~~2020.~~2023, including interim periods within those fiscal years. The Company does not expect the adoption of this guidance ~~did not~~will have a material impact on the Company’s consolidated financial statements.

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NOTE 2 – SALES REVENUE

The Company’s revenues are comprised of the sale of products and services including, products and services provided under long-term government contracts with its customers. All revenue is recognized when the Company satisfies its performance obligation(s) under the contract (either implicit or explicit) by transferring the promised product or service to its customer either when (or as) its customer obtains control of the product or service. A performance obligation is a promise in a contract to transfer a distinct product or service to a customer. A contract’s transaction price is allocated to each distinct performance obligation. The majority of the Company’s contracts have a single performance obligation, as the promise to transfer products or services is not separately identifiable from other promises in the contract and, therefore, not distinct. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using the Company’s best estimate of a standalone selling price for each distinct product or service in the contract, which is generally based on an observable price.

Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or providing services. As such, revenue is recorded net of returns, allowances, customer discounts, and incentives. Sales, value add, and other taxes collected from customers and remitted to governmental authorities are accounted for on a net (excluded from revenues) basis. Shipping and handling costs are included in cost of goods sold.

The Company’s performance obligations under long-term government contracts are generally satisfied over time. Revenue from products or services transferred to customers under these performance obligations accounted for approximately 0% of revenue for the three and six months ended June 30, 2022. Revenue from products or services transferred to customers under these performance obligations accounted for approximately 0% and 0.7% of revenue for the three and six months ended June 30, 2021, ~~and 0%of revenue for the three and six months ended June 30, 2020.~~respectively. This revenue is generally recognized using an input measure based upon the proportion of actual costs incurred to estimated total project costs, which is a method used to best depict the Company’s performance to date under the terms of the contract.

Accounting for these long-term government contracts involves the use of various techniques to estimate total revenue and costs. The Company estimates profit on these long-term government contracts as the difference between total estimated revenue and expected costs to complete a contract and recognizes that profit over the life of the contract. Contract estimates are based on various assumptions to project the outcome of future events that may span several years. These assumptions include, among other things, labor productivity, costs and availability of materials, and timing of funding by the U.S. government. The nature of these long-term agreements may give rise to several types of variable consideration, such as claims, awards and incentive fees. Historically, these amounts of variable consideration are not considered significant. Additionally, contract estimates may include additional revenue for submitted contract modifications if there exists an enforceable right to the modification, the amount can be reasonably estimated and its realization is probable. These estimates are based on historical collection experience, anticipated performance, and the Company’s best judgement at the time. These amounts are generally included in the contract’s transaction price and are allocated over the remaining performance obligations. Changes in judgments on these above estimates could impact the timing and amount of revenue recognized with a resulting impact on the timing and amount of associated income. Under these long-term government contracts, the Company may receive payments from customers based upon contractual billing schedules; accounts receivable are recorded when the right to consideration becomes unconditional. In the event a contract loss becomes known, the entire amount of the estimated loss is recognized in the Consolidated Statements of Operations.

The majority of the Company’s revenue is from products and services transferred to customers at a point in time and was approximately ~~99.3% and~~ 100% of revenue for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. The Company recognizes revenue at the point in time in which the customer obtains control of the product or service, which is generally when product title passes to the customer upon shipment. In limited cases, title does not transfer and revenue is not recognized until the customer has received the products at its physical location.

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The following table summarizes the Company’s sales by market area:


	Three Months Ended				Six Months Ended				Three Months Ended				Six Months Ended
	June 30,				June 30,				June 30,				June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Aerospace & Defense	$	1,055,936	$	940,727	$	2,232,266	$	1,820,639	$	774,627	$	1,055,936	$	1,621,920	$	2,232,266
Process Control & Metrology		1,171,856		1,093,022		2,249,232		1,945,397		1,704,461		1,171,856		3,107,594		2,249,232
Laser Systems		276,483		150,451		391,229		361,493		38,724		276,483		103,291		391,229
Scientific / R&D		377,476		339,790		788,572		446,956		222,243		377,476		344,346		788,572
Total	$	2,881,751	$	2,523,990	$	5,661,299	$	4,574,485	$	2,740,055	$	2,881,751	$	5,177,151	$	5,661,299

Net sales by timing of transfers of goods and services is as follows:


	Three Months Ended				Six Months Ended				Three Months Ended				Six Months Ended
	June 30,				June 30,				June 30,				June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Transfer at point in time	$	2,881,751	$	2,523,990	$	5,621,080	$	4,574,485	$	2,740,055	$	2,881,751	$	5,177,151	$	5,621,080
Transfer over time		0		0		40,219		0		0		0		—		40,219
Total net sales	$	2,881,751	$	2,523,990	$	5,661,299	$	4,574,485	$	2,740,055	$	2,881,751	$	5,177,151	$	5,661,299

The timing of revenue recognition, billings and cash collections results in billed receivables, costs in excess of billings (contract assets), and billings in excess of costs (contract liabilities, previously deferred revenue) on the Consolidated Balance Sheet. Contract liabilities also include customer advances or prepayments. Costs in excess of billings and billings in excess of costs associated with long-term government contracts were not significant at June 30, ~~2021~~2022 or ~~2020.~~2021. The Company had 0 remaining revenue to be recognized from long-term government contracts at June 30, ~~2021~~2022 or ~~2020.~~2021.

On June 30, ~~2021,~~2022, the Company had approximately ~~$9.4~~$21.1 million of performance obligations, which is also referred to as backlog. Approximately ~~12.9%~~18.4% of the June 30, ~~2021~~2022 backlog, is related to projects that will extend beyond June 30, ~~2022.~~2023.

NOTE 3- EQUITY COMPENSATION PROGRAM AND STOCK BASED COMPENSATION

a) Stock Option Expense

The ~~Company's~~Company’s results of operations for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, include stock-based compensation expense for stock option grants totaling ~~$39,631~~$32,604 and ~~$28,157,~~$39,631, respectively. For the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, stock-based compensation expense for stock option grants totaled ~~$68,934~~$54,162 and ~~$56,137,~~$68,934, respectively. The following table shows the amounts for stock-based compensation included in cost of sales and selling, general and administrative expense for the three months and six months ended June 30, ~~2021~~2022 and ~~2020:~~2021:


	Three Months Ended				Six Months Ended				Three Months Ended				Six Months Ended
	June 30,				June 30,				June 30,				June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Cost of sales	$	8,750	$	7,201	$	15,952	$	14,402	$	3,369	$	8,750	$	6,621	$	15,952
Selling, general and administrative		30,881		20,956		52,982		41,735		29,235		30,881		47,541		52,982
Total stock-based compensation expense	$	39,631	$	28,157	$	68,934	$	56,137	$	32,604	$	39,631	$	54,162	$	68,934

As of June 30, ~~2021~~2022 and ~~2020,~~2021, there were ~~$171,000~~$284,000 and ~~$153,000~~$171,000 of unrecognized compensation cost, net of estimated forfeitures, related to non-vested stock options, which are expected to be recognized over a weighted average period of approximately ~~1.57 years~~1.54 and ~~1.16~~1.57 years, respectively.

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There were 200,000 stock options granted during the six months ended June 30, ~~2021,~~2022, and ~~22,500~~200,000 stock options granted during the six months ended June 30, ~~2020.~~2021. The following range of weighted-average assumptions were used to determine the fair value of stock option grants during the six months ended June 30, ~~2021~~2022 and ~~2020:~~2021:


	Six Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2022		2021
Expected Dividend yield	0	%	0	%	0	%	0	%
Expected Volatility	106	%	122	%	105	%	106	%
Risk-free interest rate	0.86	%	1.96	%	1.54	%	0.86	%
Expected term	10	years	10	years	10	years	10	years

b) Stock Option Activity

The following table represents stock options granted, exercised and forfeited during the six months ended June 30, ~~2021:~~2022:


		Weighted		Weighted				Weighted		Weighted
		Average		Average				Average		Average
		Exercise		Remaining	Aggregate			Exercise		Remaining	Aggregate
	Number of	Price per		Contractual	Intrinsic		Number of	Price per		Contractual	Intrinsic
Stock Options	Options	Option		Term (years)	Value		Options	Option		Term (years)	Value
Outstanding January 1, 2021	1,150,867	$	0.64	6.61	$	107,573
Outstanding January 1, 2022							1,152,667	$	0.60	7.40	$	107,573
Granted	200,000		0.62				200,000		1.20
Exercised	0		0				(21,000)		0.24
Expired/Forfeited	(72,400)		0.98				0		0
Outstanding June 30, 2021	1,278,467	$	0.62	6.81	$	258,107
Outstanding June 30, 2022							1,331,667	$	0.70	7.41	$	1,352,142

Exercisable at June 30, 2021	998,465	$	0.59	5.85	$	229,707
Exercisable at June 30, 2022							990,832	$	0.59	5.99	$	1,103,082

The following table represents non-vested stock options granted, vested and forfeited for the ~~three~~six months ended June 30, ~~2021:~~2022:


	Weighted-average		Weighted-average
	Grant-date Fair Value		Grant-date Fair Value
	Options	($)	Options	($)
Non-Vested - January 1, 2021	210,840	0.89
Non-Vested - January 1, 2022			276,670	0.89
Granted	200,000	0.57	200,000	1.09
Vested	(130,838)	0.90	(135,835)	0.70
Forfeited	0	0	0	0
Non-Vested - June 30, 2021	280,002	0.66
Non-Vested - June 30, 2022			340,835	0.89

NOTE 4 - STOCKHOLDERS’ EQUITY

The Company approved a matching contribution to participants in the Inrad Optics 401k Plan (the “Plan”) for the year ended December 31, ~~2020,~~2021, in February ~~2021. A total of 142,329~~2022. The Company contributed 59,663 common shares of Inrad Optics, Inc. and ~~$42,000 were contributed~~cash of $76,133 to the Plan in ~~June, 2021.~~March, 2022.

NOTE 5 – RELATED PARTY TRANSACTIONS

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 1 share of common stock and 1 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,~~2022, the Company had accrued interest in the amount of $37,500 associated with these notes.

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NOTE 6 – OTHER LONG-TERM NOTES

Other Long-Term Notes consist of the following:


	June 30,		December 31,		June 30,		December 31,
	2021		2020		2022		2021
	(Unaudited)				(Unaudited)
	(in thousands)				(in thousands)
U.S. Small Business Administration term note payable in equal monthly installments of $1,922 and bearing an interest rate of 4.0% and expiring in July 2029.	$	182	$	177
U.S. Small Business Administration term note payable in equal monthly installments of $1,922 and bearing an interest rate of 4.0% and expiring in July 2029					$	165	$	174
Long-term equipment financing in equal installments of $5,236 and bearing an interest rate of 6.1% and expiring in January 2027⁽¹⁾						251
Less current portion		(16)		(16)		(60)		(16)
PPP Loan		0		973
Long-term debt, excluding current portion	$	166	$	1,134	$	356	$	158

(1)	The Company purchased certain equipment in the six months ended June 30, 2022, financing approximately $282,000 at a fixed annual interest rate of 6.1% for five years payable in equal monthly installments.

NOTE 7 – PAYROLL PROTECTION PROGRAM

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~~initially 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~~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 recorded a gain on the forgiveness of the PPP ~~Loan.~~Loan in the six-month period ending June 30, 2021.

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NOTE 8 – LEASES

~~Maturities~~The Company’s lease agreements consist of the building lease and an office equipment lease with terms that range from 8 months to three years. Under the guidance of ASU 2016-02, Leases (Topic 842), the Company determines if such arrangements contain a lease and whether that lease meets the classification criteria of a finance or operating lease at inception of the arrangement.

The Company entered into an amendment and extension of its building lease on July 25, 2022, retroactive to June 1, 2022. 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.

Lease expense is recognized on a straight-line basis over the lease term and is included in cost of sales and general and administrative expenses on the consolidated statement of operations.

An initial right-of-use asset of $0.9 million was recognized as a non-cash asset addition with the signing of the July 29, 2022, facility lease. Cash paid for amounts included in the present value of operating lease liability was $0.1 million during each of the three months ended June 30, 2022 and 2021, ~~were as follows:~~

(in thousands)
2021 (Remaining)

$
161
2022

144
2023 and beyond

3
Total undiscounted lease payments

308

Less: imputed interest

(9)
Present value of lease liabilities

$
299

and $0.2 during each of the six months ended June 30, 2022 and 2021. Operating lease costs are included in operating cash flows. The Company’s other lease liabilities consist of a financing lease for certain computer ~~equipment~~equipment.

The following table presents information about the amount and ~~an operating lease for~~timing of cash flows arising from the Company’s ~~facility. Operating lease costs were $0.1 and $0.2 million during the three and six months ended~~leases as of June 30, ~~2021, respectively.~~2022:


	June 30, 2022
	(in thousands)
Maturity of Lease Liabilities
Remainder of 2022	$	170
2023		328
2024		325
2025		135
Total undiscounted operating lease payments		958
Less: imputed interest		(68)
Present value of operating lease liabilities	$	890

Balance sheet classification
Current lease liabilities	$	300
Long-term lease liabilities		590
Total operating lease liabilities	$	890

NOTE 9 – 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. 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. 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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ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF ~~OPERTIONS~~OPERATIONS

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, 7 and 77A of the Company’s most recent Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, as filed with the Securities and Exchange Commission on March 30, ~~2021.~~2022. 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.~~2021. 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.~~2021.

Impact of COVID-19

~~We are conducting business~~The COVID-19 pandemic has created significant volatility and economic disruption and the impact on our future consolidated results of operations remains uncertain. The extent to ~~ensure the safety of~~which COVID-19 impacts our employees, operations, customers, suppliers and ~~associates actively~~financial results depends on numerous evolving factors that we may not be able to accurately predict, including: the duration and ~~earnestly, following all best practice CDC guidelines for prevention~~scope of the pandemic, including the current resurgence of COVID-19 and COVID-19 variants or impacts of new variants in the ~~workplace.~~future; government actions taken in response to the pandemic, including required shutdowns, vaccine or testing mandates; supply chain disruptions; rising inflation; labor shortages; and the effect on our customers demand for our products. We ~~have applied social distancing in our operations~~may also be impacted by state actions, orders and ~~implemented a connected, remote workforce where practicable.~~policies regarding the COVID-19 pandemic. We cannot predict ~~what actions may be required by federal, state,~~whether new temporary closures, shelter-in-place orders, travel, or ~~local authorities in the future, nor can we predict what actions any new mandates may~~quarantine policies will have an impact 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.operations.

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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 manufacturer specializing in glass, crystal, and metal based optical components and ~~subsystems manufacturer focused in three areas: Crystal-based Optical Components~~assemblies. Manufacturing capabilities include super-precision optical surfacing, precision diamond turning, the ability to handle large substrates, proprietary optical contacting processes, thin film coatings, and ~~Assemblies, Custom Optical Components from both glass and metal, and Optical and Opto-mechanical assemblies.~~

high resolution in-process metrology. The ~~Crystal-based Optical Components and Devices category includes~~Company built its reputation on the growth and fabrication of ~~crystalline materials with electro-optic (EO)~~UV filter crystals and non-linear ~~optical properties for use in both standard~~crystals 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 customdevices. Today, product offerings include optical components and assemblies ~~along with thin film coatings, are used~~for the ultraviolet to infrared range, and bent crystal assemblies for x-ray applications.

Inrad Optics’ customers include leading corporations in semiconductor wafer inspection, ~~applications,~~industrial and scientific process control and metrology, defense, space, and laser systems ~~defense~~sectors, as well as the U.S. Government, National Laboratories and ~~aerospace electro-optical systems, laser system applications, industrial scanners,~~universities and ~~medical system applications.~~institutions worldwide.

~~The Company operates a~~All R&D, engineering, manufacturing and administrative operations are undertaken in our 42,000 square foot 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,~~2022, were ~~$2.9~~$2.7 million, ~~an increase~~a decrease of ~~14.2%,~~$0.2 million or ~~$0.4 million,~~4.9% compared to ~~$2.5~~$2.9 million, for the three months ended June 30, ~~2020.~~2021. For the six months ended June 30, ~~2021,~~2022, sales were ~~$5.7~~$5.2 million, ~~an increase~~a decrease of ~~23.8%~~8.6%, or ~~$1.1~~$0.5 million, compared to sales of ~~$4.6~~$5.7 million for the six months ended June 30, ~~2020.~~2021.

For the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, sales to the defense/aerospace market were ~~$1.1~~$0.8 million and ~~$0.9~~$1.1 million, respectively. For the six months ~~ending~~ended June 30, ~~2021~~2022 and ~~2020,~~2021, sales to the defense/aerospace market were ~~$2.2~~$1.6 million and ~~$1.8~~$2.2 million, respectively. The ~~increase~~decrease in sales in the three months and six months ended June 30, ~~2021,~~2022, of ~~$0.2~~$0.3 million, or ~~22.2%~~26.7%, and ~~$0.4~~$0.6 million, or ~~22.6%~~27.8%, respectively, reflect ~~a continued increase in~~reduced demand ~~in this market.~~for defense-based products.

Process control and metrology (“PC&M”) sales were $1.7 million for the three months ended June 30, 2022, an increase of $0.5 million, or 45.4%, from $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~~semiconductor industry. For the six months ended June 30, ~~2021,~~2022, sales increased ~~15.6%~~38.2% or ~~$0.3~~$0.9 million to ~~$2.3~~$3.1 million from ~~$2.0~~$2.2 million for the six months ended June 30, ~~2020.~~2021. Sales in the PC&M market continue to increase due to strong demand in the ~~semi-conductor~~semiconductor industry.

For the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, sales to customers in the laser systems market were ~~$0.3 million~~$39,000 and ~~$0.2~~$0.3 million, respectively. The ~~increase~~decrease of ~~$0.1~~$0.3 million, or ~~83.8%~~86.0%, reflects ~~an increase~~the decrease in ~~demand~~sales of products for ~~laser-based products.~~legacy replacement materials. Sales for the six months ended June 30, 2022 and 2021, were $0.1 million and ~~2020, were $0.4~~$0.3 million, ~~in each period.~~respectively. Products sold into this market segment largely consist of legacy materials for replacement units and small volume buys.

Sales to customers in the Scientific/R&D market were ~~$0.4~~$0.2 million and ~~$0.3~~$0.4 million for the three months ended June 30, 2022 and 2021, ~~and 2020,~~ respectively, ~~an increase~~a decrease of ~~$0.1~~$0.2 million, or ~~11.1%~~41.1%. The ~~increase~~decrease reflects ~~stronger~~reduced demand from national laboratories. For the six-month period ending June 30, ~~2021,~~2022, sales ~~increased~~decreased $0.4 million to ~~$0.8~~$0.4 million, compared to ~~$0.4~~$0.8 million for six months ended June 30, ~~2020.~~2021. The ~~increase~~decrease in sales for the six-month period ~~ending~~ended June 30, ~~2021, largely~~2022, reflects ~~the revenues from~~reduced demand for certain products in this market and completion of a federal government R&D contract ~~completed~~ in the ~~first quarter~~beginning of 2021.

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For each of the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, three customers represented 10% or more of sales. For the six months ended June 30, ~~2021, two~~2022, three customers represented ~~10.0%~~10% or more of sales compared to ~~one customer~~two customers representing 10.0% of sales for the six months ended June 30, ~~2020.~~2021.

The Company’s top five customers represented ~~57.4%~~63.8% of sales in the three-month period ended June 30, ~~2021,~~2022, compared to ~~50.9%~~57.4% of sales in the same period in ~~2020.~~2021. For the six-month period ended June 30, ~~2021~~2022 and ~~2020,~~2021, the Company’s top five customers represented ~~50.0%~~64.2% and ~~44.4%~~50.0% of sales, respectively.

Orders booked during the first six months of ~~2021,~~2022, totaled ~~$9.1~~$13.9 million, compared to ~~$5.9~~$9.1 million for the same period last year. Order backlog at June 30, 2022 and 2021, was $21.1 million and ~~2020, was~~ $9.4 million, ~~and $6.4 million,~~ respectively.

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Cost of Goods Sold

For the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, cost of goods sold was ~~$1.8~~$1.9 million and $1.8 million, or ~~63.3%~~68.6% and ~~70.7%~~63.3% of total revenues, respectively. Cost of goods sold in the three-month period ending June 30, ~~2021,~~2022, was ~~lower~~higher as a percentage of sales due to ~~lower~~increased material and services costs, ~~indirect labor~~employee related costs and ~~employee related costs. Direct labor, manufacturing expenses were higher in the three-month period ending June 30, 2021.~~increased depreciation. Cost of goods sold for the six months ended June 30, 2022 and 2021, ~~and 2020,~~ were ~~$3.8~~$3.6 million and ~~$3.4~~$3.8 million, respectively. Cost of goods sold ~~increased 10.9% or $0.4~~decreased $0.2 million reflecting ~~higher material and outside services~~lower overhead costs ~~direct labor, and manufacturing expenses,~~ offset by ~~a decrease~~an increase in employee related costs and ~~indirect labor.~~materials and services.

Gross profit for the three months ended June 30, ~~2021,~~2022, was $0.9 million or 31.4% of sales compared to $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,~~2022, was $1.6 million or 31.3% of sales, a decrease of $0.3 million, compared to $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~~ended June 30, ~~2020.~~2021. The ~~increase~~decrease in gross profit for the three and six months ended June 30, ~~2021,~~2022, compared to the three and six months ended June 30, ~~2020,~~2021, is due to ~~higher~~lower sales revenues combined with an increase in 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~~$0.8 million in the three months ended June 30, ~~2021,~~2022, or ~~22.2%~~27.7% of sales and ~~0.7~~$0.6 million, or ~~26.8%~~22.2% of sales, in the three months ended June 30, ~~2020.~~2021. The ~~decrease~~increase in SG&A expenses in the three months ended June 30, ~~2021,~~2022, reflects ~~a reduction~~an increase 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~~periods ended June 30, 2022 and 2021, were $1.4 million, or 27.7% of sales, and ~~2020, were~~ $1.2 million or 22.0% of sales, ~~and $1.4 million or 30.1% of sales,~~ respectively. The ~~decrease~~increase in SG&A expenses for the year-to-date period reflects ~~a reduction~~an increase 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~~$0.1 million for the three months ended June 30, ~~2021,~~2022, compared with net income from operations of ~~$0.1~~$0.4 million in the three months ended June 30, ~~2020.~~2021. The ~~increase~~decrease in income primarily reflects ~~an increase~~a decrease in sales coupled with ~~lower~~higher cost of goods sold and higher SG&A expenses. The Company incurred net income from operations of ~~$0.6~~$0.2 million for the six months ended June 30, ~~2021,~~2022, compared ~~to a~~ net ~~loss~~income from operations for the six months ended June 30, ~~2020,~~2021, of ~~$0.2~~$0.6 million. The ~~increase~~decrease in net income from operations is primarily due tolower revenues coupled with 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~~2022 compared to the same periods ended June 30, ~~2020.~~2021. 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,~~2022, 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 and six months ended June 30, ~~2020,~~2021, the Company did not record a current provision for income taxes due to the permanent difference related to loan forgiveness and 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 $0.1 million for the three months ended June 30, 2022, compared to 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.~~2021. The change primarily reflects ~~an increase~~a decrease in sales coupled with ~~a reduction~~an increase in SG&A costs. For the six months ended June 30, ~~2021,~~2022, the Company recorded net income of ~~$1.5~~$0.1 million compared to a net ~~loss~~income of ~~$0.3~~$1.5 million for the six months ended June 30, ~~2020.~~2021. The ~~increase~~decrease in net income reflects ~~higher~~lower sales, ~~lower~~higher SG&A costs, and the absence of the gain resulting from forgiveness of the PPP ~~loan.~~loan in the six months ended June 30, 2021.

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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~~2022 and December 31, ~~2020,~~2021, the Company had cash and cash equivalents of ~~$1.4~~$1.5 million and ~~$1.1~~$1.8 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,~~29, 2022, retroactive to June 1, ~~2019,~~2022, 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,~~2022, 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~~2022 and ~~2020:~~2021:


	Six Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2022		2021

	(in thousands)				(in thousands)
Net cash provided by operating activities	$	379	$	204	$	87	$	379
Net cash (used in) investing activities		(14)		(100)		(303)		(14)
Net cash provided by financing activities		—		967
Net increase in cash and cash equivalents	$	365	$	1,071
Net cash (used in) financing activities						(66)		—
Net (decrease) increase in cash and cash equivalents					$	(282)	$	365

Net cash provided by operating activities was ~~$379,000~~$87,000 for the six months ended June 30, ~~2021,~~2022, compared to net cash provided by operating activities of ~~$204,000~~$379,000 for the same period last year. The net cash provided by operating activities in the six months ended June 30, 2022, resulted primarily from operating income and increases in accounts payable and contract liabilities, offset increases in accounts receivable and inventories. 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~~$303,000 during the six months ended June 30, ~~2021,~~2022, compared to ~~$100,000~~$14,000 in the same period last year reflecting capital expenditures in both periods.

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Net cash ~~provided by~~used in financing activities ~~reflects the PPP Loan proceeds received~~ during the six months ended June 30, ~~2020.~~2021, primarily reflects the principal payments on notes payable.

Overall, cash and cash equivalents ~~increased~~decreased by ~~$365,000 and $1,071,000 for~~$282,000 during the six months ended June 30, ~~2021~~2022, and ~~2020, respectively.~~

increased by $365,000 during the six months ended June 30, 2021.

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~~is in the form of a promissory note, dated May 4, 2020, issued by the Company, ~~originally~~initially 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~~Table 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.Contents

On January 19, 2021, the Company received notification from the Small Business ~~Administration~~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 in the six months ended ~~June 30,~~March 31, 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.~~August 12, 2023.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is a smaller reporting company and not required to provide the information required under this item.

ITEM 4.

CONTROLS AND PROCEDURES

a.	a. Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of June 30, ~~2021~~2022 (the “Evaluation Date”), have concluded that as of the Evaluation Date, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports we file or submit under the Exchange Act (1) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and (2) is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow for timely decisions regarding required disclosure.

b.	b. Changes in Internal Controls over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II.

OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

~~None.~~None

ITEM 1A.

RISK FACTORS

Not applicable

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~None.~~None

ITEM 3.

DEFAULTS UNDER SENIOR SECURITIES

~~None.~~None

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable

ITEM 5.

OTHER INFORMATION

None

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ITEM 6.

EXHIBITS


	10.1	Amendment and Extension of Lease dated July 29, 2022, by and between V&R. Costa Management LLC, and Inrad Optics, Inc.*

	31.1	Certificate of the Registrant’s Chief Executive Officer, Amy Eskilson, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

	31.2	Certificate of the Registrant’s Chief Financial Officer, Theresa A. Balog, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

	32.1	Certificate of the Registrant’s Chief Executive Officer, Amy Eskilson, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

	32.2	Certificate of the Registrant’s Chief Financial Officer, Theresa A. Balog, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

	101.INS	Inline XBRL Instance Document*

	101.SCH	Inline XBRL Taxonomy Extension Schema*

	101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase*

	101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase*

	101.LAB	Inline XBRL Taxonomy Extension Label Linkbase*

	101.PRE	XBRL Taxonomy Extension Presentation Linkbase*

	104	Cover Page Interactive Data File (embedded within the Inline XBRL and Contained in Exhibit 101)

*~~Filed herewith~~

*	Filed herewith

**Furnished herewith

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SIGNATURES

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


		Inrad Optics, Inc.

	By:	/s/ Amy Eskilson
		Amy Eskilson
		President and Chief Executive Officer

	By:	/s/ Theresa A. Balog
		Theresa A. Balog
		Chief Financial Officer,
		Secretary and Treasurer
Date: August ~~13, 2021~~12, 2022

2220


	(in thousands)
2021 (Remaining)	$	161
2022		144
2023 and beyond		3
Total undiscounted lease payments		308

Less: imputed interest		(9)
Present value of lease liabilities	$	299