UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
For the quarterly period ended |
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
For the transition period from ___________ to ___________ |
Commission File Number
(Exact Name of Registrant as Specified in its Charter)
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State or Other Jurisdiction of |
| I.R.S. Employer Identification No. |
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Address of Principal Executive Offices |
| Zip Code |
(
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) |
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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.
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).
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 ☐ |
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
The number of shares of the registrant’s common stock outstanding, $0.01 par value, as of November 14, 2022, was
INRAD OPTICS, INC AND SUBSIDIARIES
INDEX
Part I. | CONDENSED FINANCIAL INFORMATION | |
Item 1. | Condensed Consolidated Financial Statements: | |
Condensed consolidated balance sheets as of September 30, 2022 (unaudited) and December 31, 2021 | 1 | |
2 | ||
3 | ||
4 | ||
Notes to condensed consolidated financial statements (unaudited) | 5 | |
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 13 | |
17 | ||
17 | ||
18 | ||
18 | ||
18 | ||
18 | ||
18 | ||
18 | ||
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19 | ||
20 |
INRAD OPTICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, | December 31, | |||||
| 2022 |
| 2021 | |||
Assets |
| (Unaudited) |
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Current assets: |
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Cash and cash equivalents | $ | | $ | |||
Accounts receivable, net |
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Inventories, net |
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Other current assets |
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Total current assets |
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Plant and equipment: | ||||||
Plant and equipment, at cost |
| |
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Less: Accumulated depreciation and amortization |
| ( |
| ( | ||
Total plant and equipment |
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Precious metals |
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Lease right-of-use, net | | | ||||
Other assets |
| |
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Total Assets | $ | | $ | | ||
Liabilities and Shareholders’ Equity | ||||||
Current liabilities: | ||||||
Current portion of other long term notes | $ | | $ | | ||
Accounts payable and accrued liabilities |
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Contract liabilities |
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Current portion of lease obligation | | | ||||
Total current liabilities |
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Related party convertible notes payable |
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Other long term notes, net of current portion |
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Lease obligation, net of current portion | | | ||||
Total liabilities |
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Shareholders’ equity: | ||||||
Common stock: $ |
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Capital in excess of par value |
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Accumulated deficit |
| ( |
| ( | ||
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Less - Common stock in treasury, at cost ( |
| ( |
| ( | ||
Total shareholders’ equity |
| |
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Total Liabilities and shareholders’ equity | $ | | $ | |
See Notes to Condensed Consolidated Financial Statements (Unaudited)
1
INRAD OPTICS, INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
| 2022 |
| 2021 |
| 2022 |
| 2021 | |||||
Total revenue | $ | | $ | | $ | | $ | | ||||
Cost and expenses: | ||||||||||||
Cost of goods sold |
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Selling, general and administrative expenses |
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Income from operations |
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Other income (expense): |
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Gain on forgiveness of PPP loan | | | — | | ||||||||
Interest expense-net |
| ( |
| ( |
| ( |
| ( | ||||
| ( |
| ( |
| ( |
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Income before income taxes | | | | | ||||||||
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Income tax (provision) benefit |
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| — |
| — | ||||
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Net income | $ | | $ | | $ | | $ | | ||||
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Net income per common share - basic | $ | | $ | | $ | | $ | | ||||
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Net income per common share - diluted | $ | | $ | | $ | | $ | | ||||
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Weighted average shares outstanding - basic |
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Weighted average shares outstanding - diluted |
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See Notes to Condensed Consolidated Financial Statements (Unaudited)
2
INRAD OPTICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited)
Capital in | Total | ||||||||||||||||
Common Stock | excess of | Accumulated | Treasury | Shareholders’ | |||||||||||||
| Shares |
| Amount |
| par value |
| Deficit |
| Stock |
| Equity | ||||||
Balance, January 1, 2021 |
| | $ | | $ | | $ | ( | $ | ( | $ | | |||||
Stock-based compensation expense | | | | | | | |||||||||||
Net income | | | | | | | |||||||||||
Balance, March 31, 2021 | | $ | | $ | | $ | ( | $ | ( | $ | | ||||||
401K contribution | | | | | | | |||||||||||
Stock-based compensation expense | | | | | | | |||||||||||
Net income | | | | | | | |||||||||||
Balance, June 30, 2021 | | $ | | $ | | $ | ( | $ | ( | $ | | ||||||
Stock-based compensation expense | | | | | | | |||||||||||
Net income (loss) September 30, 2021 | | | | | | | |||||||||||
Balance, September 30, 2021 |
| | $ | | $ | | $ | ( | $ | ( | $ | |
Capital in | Total | ||||||||||||||||
Common Stock | excess of | Accumulated | Treasury | Shareholders’ | |||||||||||||
| Shares |
| Amount |
| par value |
| Deficit |
| Stock |
| Equity | ||||||
Balance, January 1, 2022 |
| | $ | | $ | | $ | ( | $ | ( | $ | | |||||
401K contribution | | | | | | | |||||||||||
Stock-based compensation expense | | | | | | | |||||||||||
Net income | | | | | | | |||||||||||
Balance, March 31, 2022 | | $ | | $ | | $ | ( | $ | ( | $ | | ||||||
Common stock options exercised | | | | | | | |||||||||||
Stock-based compensation expense | | | | | | | |||||||||||
Net income | | | | | | | |||||||||||
Balance, June 30, 2022 | | $ | | $ | | $ | ( | $ | ( | $ | | ||||||
Common stock options exercised | | | | | | | |||||||||||
Stock-based compensation expense | | | | | | | |||||||||||
Net income September 30, 2022 | | | | | | | |||||||||||
Balance, September 30, 2022 |
| | $ | | $ | | $ | ( | $ | ( | $ | |
See Notes to Condensed Consolidated Financial Statements (Unaudited)
3
INRAD OPTICS, INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended | ||||||
September 30, | ||||||
| 2022 |
| 2021 | |||
Cash flows from operating activities: |
|
| ||||
Net income | $ | | $ | | ||
Adjustments to reconcile net income to net cash (used in) provided by operating activities | ||||||
Depreciation and amortization |
| |
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401K common stock contribution - non cash item | | | ||||
Stock based compensation |
| | | |||
Gain on forgiveness of PPP loan | | ( | ||||
Capitalized interest on promissory note | | | ||||
Changes in operating assets and liabilities: | ||||||
Accounts receivable |
| |
| ( | ||
Inventories, net |
| ( |
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Other current and noncurrent assets |
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Accounts payable and accrued liabilities |
| |
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Contract liabilities |
| |
| ( | ||
Other current and noncurrent liabilities |
| ( |
| ( | ||
Total adjustments and changes | | ( | ||||
Net cash provided by operating activities |
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Cash flows from investing activities: | ||||||
Capital expenditures |
| ( |
| ( | ||
Net cash (used in) investing activities |
| ( |
| ( | ||
Cash flows from financing activities: | ||||||
Proceeds from issuance of common stock | | | ||||
Principal payments on notes payable-other |
| ( |
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Net cash (used in) financing activities |
| ( |
| | ||
Net (decrease) increase in cash and cash equivalents |
| ( |
| | ||
Cash and cash equivalents at beginning of period |
| |
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Cash and cash equivalents at end of period | $ | | $ | | ||
Supplemental disclosure of cash flow information: |
| |||||
Interest paid | $ | | $ | | ||
Income taxes paid | $ | | $ | | ||
Significant non-cash activities: | ||||||
Lease right-of-use asset | $ | | $ | | ||
Supplemental disclosure of non-cash investing and financing activities: | ||||||
Acquisition of equipment by issuing a note payable | $ | | $ | |
See Notes to Condensed Consolidated Financial Statements (Unaudited)
4
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, 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 creditworthiness, 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 $
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.
5
Inventories are comprised of the following and are shown net of inventory reserves of $
September 30, | December 31, | |||||
| 2022 |
| 2021 | |||
| (Unaudited) |
| ||||
(in thousands) | ||||||
Raw materials | $ | | $ | | ||
Work in process, including manufactured parts and components |
| |
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Finished goods |
| |
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$ | | $ | |
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 September 30, 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 $
For the three and nine months ended September 30, 2022 and 2021, the Company did
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 nine months ended September 30, 2022, a total of
For the three and nine months ended September 30, 2021, a total of
6
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 | |||||||||||||||
September 30, 2022 | September 30, 2021 | |||||||||||||||
| Income(Loss) |
| Shares |
| Per Share |
| Income(Loss) |
| Shares |
| Per Share | |||||
| (Numerator) |
| (Denominator) |
| Amount |
| (Numerator) |
| (Denominator) |
| Amount | |||||
Basic Income Per Share: |
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Net Income | $ | |
| | $ | | $ | |
| | $ | | ||||
Effect of dilutive securities: |
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Convertible Notes |
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Accrued Interest on Convertible Notes |
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Warrants |
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Stock Options |
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Diluted Income Per Share: | $ | |
| | $ | | $ | |
| | $ | |
Nine Months Ended | Nine Months Ended | |||||||||||||||
September 30, 2022 | September 30, 2021 | |||||||||||||||
Income(Loss) | Shares | Per Share | Income(Loss) | Shares | Per Share | |||||||||||
| (Numerator) |
| (Denominator) |
| Amount |
| (Numerator) |
| (Denominator) |
| Amount | |||||
Basic Income Per Share: |
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Net Income | $ | |
| | $ | | $ | |
| | $ | | ||||
Effect of dilutive securities: |
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Convertible Notes |
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Accrued Interest on Convertible Notes |
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Warrants |
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Stock Options |
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Diluted Income Per Share: | $ | |
| | $ | | $ | |
| | $ | |
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 September 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial 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, with earlier application permitted. The Company does not expect that the adoption of this guidance will have a material impact on the Company’s consolidated financial statements.
In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for 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 is effective for the Company for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company does not expect the adoption of this guidance will have a material impact on the Company’s consolidated financial statements.
7
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
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
8
The following table summarizes the Company’s sales by market area:
Three Months Ended | Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
| 2022 |
| 2021 |
| 2022 |
| 2021 | |||||
Aerospace & Defense | $ | | $ | | $ | | $ | | ||||
Process Control & Metrology |
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Laser Systems |
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Scientific / R&D |
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Total | $ | | $ | | $ | | $ | |
Net sales by timing of transfers of goods and services is as follows:
Three Months Ended | Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
| 2022 |
| 2021 |
| 2022 |
| 2021 | |||||
Transfer at point in time | $ | | $ | | $ | | $ | | ||||
Transfer over time |
| |
| |
| |
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Total net sales | $ | | $ | | $ | | $ | |
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 September 30, 2022 or 2021. The Company had
On September 30, 2022, the Company had approximately $
NOTE 3- EQUITY COMPENSATION PROGRAM AND STOCK BASED COMPENSATION
a) Stock Option Expense
The Company’s results of operations for the three months ended September 30, 2022 and 2021, include stock-based compensation expense for stock option grants totaling $
Three Months Ended | Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
| 2022 |
| 2021 |
| 2022 |
| 2021 | |||||
Cost of sales | $ | | $ | | $ | | $ | | ||||
Selling, general and administrative |
| |
| |
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Total stock-based compensation expense | $ | | $ | | $ | | $ | |
As of September 30, 2022 and 2021, there were $
9
There were
| Nine Months Ended |
| |||
September 30, |
| ||||
2022 |
| 2021 |
| ||
Expected Dividend yield |
| | % | | % |
Expected Volatility |
| | % | | % |
Risk-free interest rate |
| | % | | % |
Expected term |
| years | years |
b) Stock Option Activity
The following table represents stock options granted, exercised and forfeited during the nine months ended September 30, 2022:
|
| Weighted |
| Weighted |
| |||||
Average | Average | |||||||||
Exercise | Remaining | Aggregate | ||||||||
Number of | Price per | Contractual | Intrinsic | |||||||
Stock Options |
| Options |
| Option |
| Term (years) |
| Value | ||
Outstanding January 1, 2022 |
| | $ | |
| $ | | |||
Granted |
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| |
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Exercised |
| ( |
| |
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Expired/Forfeited |
| |
| |
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| — | |||
Outstanding September 30, 2022 |
| | $ | |
| $ | | |||
Exercisable at September 30, 2022 |
| | $ | | $ | |
The following table represents non-vested stock options granted, vested and forfeited for the nine months ended September 30, 2022:
Weighted-average | ||||
Grant-date Fair Value | ||||
| Options |
| ($) | |
Non-Vested - January 1, 2022 |
| | | |
Granted |
| |
| |
Vested |
| ( |
| |
Forfeited |
| |
| |
Non-Vested - September 30, 2022 |
| |
| |
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, 2021, in February 2022. The Company contributed
NOTE 5 – RELATED PARTY TRANSACTIONS
On July 22, 2020, the maturity dates of a $
10
NOTE 6 – OTHER LONG-TERM NOTES
Other Long-Term Notes consist of the following:
September 30, | December 31, | |||||
| 2022 |
| 2021 | |||
(Unaudited) | ||||||
(in thousands) | ||||||
U.S. Small Business Administration term note payable in equal monthly installments of $ | $ | | $ | | ||
Long-term equipment financing in equal installments of $ | | |||||
Less current portion |
| ( |
| ( | ||
Long-term debt, excluding current portion | $ | | $ | |
(1) | The Company purchased certain equipment in the nine months ended September 30, 2022, financing approximately $ |