UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-K

 

(Mark One)

 

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

 

For the fiscal year ended: December 31, 2017

 

OR

 

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

 

For the transition period from                 to                    

 

Commission file number: 0-11668

 

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)

 

Registrant’s telephone number, including area code 201-767-1910

 

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

 

    Name of each exchange
Title of each class   on which registered N/A
     

Securities registered pursuant to section 12(g) of the Act:

Common stock, par value $.01 Per Share

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨.      No x.

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes  ¨.      No x.

 

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

      Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data file required to be submitted and posted 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 and post such files).

      Yes x No ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated file, or a smaller reporting company. See definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b2 of the Exchange Act. (Check one):

 

Large accelerated filer ¨   Accelerated filer ¨   Non-accelerated filer ¨   Smaller reporting company x   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 Exchange Act).

 

      Yes ¨ No x

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $7,964,343. (For purposes of determining this amount, only directors, executive officers and shareholders with voting power of 10% or more of our stock have been deemed affiliates.)

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

 

Common Shares outstanding as of March 30, 2018 – 13,516,600 shares

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the registrant's definitive Proxy Statement for the 2018 Annual Meeting of Shareholders, to be filed with the Commission not later than 120 days after the close of the registrant’s fiscal year, have been incorporated by reference, in whole or in part, into Part III Items 10, 11, 12, 13 and 14 of this Annual Report on Form 10-K.

 

 

 

 

 

 

Inrad Optics, Inc.

 

INDEX

 

Part I     3
       
Item 1.   Business 3
       
Item 1A.   Risk Factors 8
       
Item 1B.   Unresolved Staff Comments 10
       
Item 2.   Properties 10
       
Item 3.   Legal Proceedings 10
       
Item 4.   Mine Safety Disclosures 10
       
Part II     10
       
Item 5.   Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities 10
       
Item 6.   Selected Financial Data 11
       
Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations 11
       
Item 7A.   Quantitative and Qualitative Disclosures about Market Risk 15
       
Item 8.   Financial Statements and Supplementary Data 15
       
Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 15
       
Item 9A   Controls and Procedures 15
       
Item 9B   Other Information 16
       
Part III     17
       
Item 10.   Directors, Executive Officers and Corporate Governance 17
       
Item 11.   Executive Compensation 17
       
Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 17
       
Item 13.   Certain Relationships and Related Transactions, and Director Independence 17
       
Item 14.   Principal Accountant Fees and Services 17
       
Part IV     18
       
Item 15   Exhibits and Financial Statement Schedules 18
       
Item 16   Form 10-K Summary 19
   
Signatures 19

 

 2 

 

 

PART 1

 

Caution Regarding Forward Looking Statements

 

This Annual Report contains forward-looking statements as that term is defined in the federal securities laws. The Company wishes to insure 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 Annual 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, or 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 that may cause or contribute to such differences include, but are not limited to, those discussed in more detail in Item 1 (Business) and Item 1A (Risk Factors) of Part I and Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) of Part II of this Annual Report on Form 10-K. 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, except as otherwise required by law.

 

Item 1.Business

 

Inrad Optics, Inc. (the “Company”, “Inrad”, or “we”), was incorporated in New Jersey in 1973. The Company develops, manufactures and markets products and services for use in photonics industry sectors via three distinct but complementary product areas - “Crystals and Devices”, “Custom Optics” and “Metal Optics.”

 

The Company is a vertically integrated manufacturer specializing in crystal-based optical components and devices, custom optical components from both glass and metal, and precision optical and opto-mechanical assemblies. Manufacturing capabilities include solution and high temperature crystal growth, extensive optical fabrication capabilities including precision diamond turning and the ability to handle large substrates, optical coatings, as well as in-process metrology.

 

Inrad Optics’ customers include leading corporations in the defense, aerospace, laser systems, process control and metrology sectors of the photonics industry, as well as the U.S. Government, National Laboratories and universities worldwide.

 

Administrative, engineering and manufacturing operations are in a 42,000 square foot building located in Northvale, New Jersey.

 

The products produced by Inrad Optics, Inc. fall into two main categories: Optical Components and Laser Devices/Instrumentation.

 

The Optical Components category is heavily focused on custom optics manufacturing. The Company specializes in high-end precision components. It develops, manufactures and delivers precision custom optics and thin film optical coating services through its Custom and Metal Optics operations. Glass, metal, and crystal substrates are processed using modern manufacturing equipment, complex processes and techniques to manufacture components, deposit optical thin films, and assemble sub-components used in advanced photonic systems. The majority of custom optical components and optical coating services supplied are used in inspection, process control systems, defense and aerospace electro-optical systems, laser system applications, industrial scanners, and medical system applications.

 

The Laser Devices/Instrumentation category includes the growth and fabrication of crystalline materials with electro-optic (EO) and non-linear optical properties for use in both standard and custom products. This category also includes crystal based devices and associated instrumentation. The majority of crystals, crystal components and laser devices are used in laser systems, defense and security EO systems, medical lasers and research and development applications by engineers within corporations, universities and national laboratories.

 

 3 

 

 

The following table summarizes the Company’s net sales by product categories during the past two years. Laser Devices/Instrumentation includes all non-linear and electro-optical crystal components.

 

   Years Ended December 31, 
   2017   2016 
Category (In thousands)  Net Sales   %   Net Sales   % 
                 
Optical Components  $8,363    84.8   $8,055    82.5 
Laser Devices /Instrumentation   1,496    15.2    1,712    17.5 
Total  $9,859    100   $9,767    100 

 

Products Manufactured by the Company

 

Optical Components

 

a)Custom Optics and Optical Coating Services

 

Manufacturing of high-performance custom optics is a major product area for Inrad Optics and is addressed in the marketplace by the Company’s Custom and Metal Optics product lines.

 

The Custom Optics product line focuses on products manufactured to specific customer requirements. It specializes in the manufacture of optical components, optical coatings (ultra-violet wavelengths through infra-red wavelengths) and subassemblies for the military, aerospace, industrial and medical marketplace. Planar, prismatic and spherical components are fabricated from glass and synthetic crystals, including fused silica, quartz, germanium, zinc selenide, zinc sulfide, magnesium fluoride and silicon. Components consist of mirrors, lenses, prisms, wave plates, polarizing optics, x-ray monochromators, x-ray mirrors, and cavity optics for lasers.

 

Most optical components and sub-assemblies require thin film coatings on their surfaces. Depending on the design, optical coatings can refract, reflect and transmit specific wavelengths. The Custom Optics optical coating specialties include high laser damage resistance, polarizing, highly reflective, anti-reflective, infra-red, and coating to complex multi-wavelength requirements on a wide range of substrate materials. Coating deposition process technologies employed included electron beam, thermal, ion and plasma assisted deposition systems.

 

The Metal Optics product line is a fully integrated precision metal optics and optical assembly operation which employs high precision diamond machining, polishing, and plating of aluminum, AlBeMet™, beryllium and stainless steel. The Metal Optics product line offers opto-mechanical design and assembly services as part of its manufactured deliverables and can support prototyping through production of large and small metal mirrors, thermally stable optical mirrors, low RMS surface finish polished mirrors, diamond machined precision aspheric and planar mirrors, reflective porro prisms, and arc-second accuracy polygons and motor assemblies. Plating specialties include void-free gold and electroless nickel.

 

b)UV Filter Optical Components

 

This product line consists of crystals and crystal devices including UV filter materials of both patented and proprietary materials with unique transmission and absorption characteristics. These materials are used in critical applications in defense systems such as missile warning sensors. Such materials include nickel sulfate and other proprietary materials.

 

Laser Devices/Instrumentation

 

This product line consists of crystal-based products that are used in, or alongside, laser systems. Developing growth processes for high quality synthetic crystals is a core competency of the Crystals and Devices manufacturing team. These crystals are embedded in our value added devices and instrumentation products manufactured in our Northvale facility and include crystals for wavelength conversion, modulation and polarization, Pockels’ cells, and wavelength conversion instruments. In addition to the filter materials used in the UV Filter Optical components described above, current materials produced include beta barium borate (BBO), lithium niobate, zinc germanium diphosphide, potassium dihydrogen phosphate, potassium dideuterium phosphate and stilbene. Applications for these materials include defense, homeland security, surgical lasers, and industrial processing lasers. The Crystals and Devices team is also engaged in ongoing R & D efforts to develop new materials for evolving applications. Some of the major products produced for the photonics marketplace include:

 

 4 

 

 

a)Crystal Components

 

The Company grows and fabricates electro-optic and nonlinear crystal devices for altering the intensity, polarization or wavelength of a laser beam. Other crystal components, produced as part of the Crystals and Devices product line, are used in laser research in commercial laser systems and in detection of fast neutrons.

 

b)Pockels’ Cells and Drivers

 

A line of Pockels’ cells and associated electronics is manufactured for sale in multiple market sectors. Pockels’ cells are devices that include one or more crystal components and are used in applications that require fast switching of the polarization direction of a beam of light. These uses include Q-switching of laser cavities to generate pulsed laser light, coupling light into and out from regenerative amplifiers, and light intensity modulation. These devices are sold to medical and industrial laser original equipment manufacturers, research institutes and laser system design engineers.

 

Sales by Market

 

The photonics industry serves a broad, fragmented and expanding set of markets. As technologies are discovered, developed and commercialized, the applications for photonic systems and devices, and the components embedded within those devices, grow across traditional market boundaries. While a significant part of the Company’s business remains firmly in the defense and aerospace markets, other markets served include original equipment manufacturers (OEM) in the medical and industrial laser market, and OEM customers in the metrology and process control market, university research institutes and national labs worldwide. Scanning, detection and imaging technologies for homeland security and health care markets are beginning to provide opportunities for the Company and these new sectors are expected to continue to account for potential future growth and demand for our products and capabilities.

 

In 2017 and 2016 the Company’s product sales were made to customers in the following market areas:

 

   Years Ended December 31, 
   2017   2016 
Market (In thousands)  Net Sales   %   Net Sales   % 
Defense/Aerospace  $3,235    32.8   $3,639    37.2 
Process control & metrology   4,254    43.1    3,436    35.2 
Laser systems   1,139    11.6    1,573    16.1 
Universities & national laboratories   1,231    12.5    1,119    11.5 
Total  $9,859    100   $9,767    100 

 

Defense and Aerospace

 

This market consists of sales to OEM defense electro-optical systems and subsystems manufacturers, manufacturers of non-military satellite-based electro-optical systems and subsystems, and direct sales to governments where the products have the same end-use.

 

End-use applications for the Company’s products in the defense and aerospace sector include military laser systems, military electro-optical systems, satellite-based systems, and missile warning sensors and systems that protect aircraft. The dollar volume of shipments of product within this sector depends in large measure on the U.S. Defense Department budget and its priorities, that of foreign governments, the timing of their release of contracts to their prime equipment and systems contractors, and the timing of competitive awards from this customer community to the Company.

 

Defense/Aerospace sales represented approximately 32.8% and 37.2% of sales in 2017 and 2016, respectively. Sales decreased by approximately $404,000 or 11.1% from 2016. The decrease in 2017 is primarily due to reduced bookings and shipments from a number of defense customers partially offset by an increase in shipments to two other major defense customers compared to the previous year.

 

 5 

 

 

The Company believes that the defense and aerospace sector will continue to represent a significant market for the Company’s products and offers an ongoing opportunity for growth given the Company’s capabilities in specialty crystal, glass and metal precision optics.

 

Process Control and Metrology

 

This market consists of capital equipment manufacturers whose products are used in the areas of manufacturing process and control, optics-based metrology, quality assurance, and inventory and product control. Examples of applications for such equipment include semiconductor fabrication and testing and inventory management and distribution systems control.

 

Sales in the Process Control and Metrology (PC&M) market increased by $818,000 or 23.8% in 2017 compared to 2016 and represented 43.1% of sales compared to 35.2% in the prior year. The increase in 2017 sales is mainly attributable to increased bookings and shipments to one large international OEM customer serving the semi-conductor industry offset partially by lower sales to two other major customers in the same PC&M market.

 

The Company believes that the optical and x-ray inspection segment of the semiconductor industry offers continued growth opportunities which match its capabilities in precision optics, crystal products, and monochromators.

 

Laser Systems

 

This market consists principally of customers who are OEM manufacturers of industrial, medical, and R&D lasers which the Company serves as an OEM supplier of standard and custom optical components and laser accessories, as well as a number of smaller customers in other markets that the Company does not list separately.

 

Sales in this market were 11.6% of sales in 2017 compared to 16.1% in 2016. This represented a decrease of $434,000 or 27.6% from the prior year. Increased shipments to one laser manufacturer were offset by lower shipments under direct government contracts.

 

Universities and National Laboratories

 

These sales consist of product sales directly to researchers at various educational and research institutions and through distributors into that market. Sales to customers within the University and National Laboratories market consist primarily of the Company’s legacy systems, Pockels’ cells and related repairs. Sales in 2017 increased by $112,000, or 10% and as a percentage of total sales to 12.5% compared to 11.5% in 2016. This was primarily attributable to increased business in 2017 from one National Lab that received government funding for a program which utilized our products and an increase in sales to one university account due to a large order received during the year.

 

Major Customers

 

The Company’s sales have historically been concentrated within a small number of customers, although the top customers have varied from year to year.

 

In 2017, the Company’s sales to its top three customers accounted for 34.6% of sales. This included sales to a major U.S. defense industry corporation that manufactures electro-optical systems for U.S. and foreign governments. These sales represented 14.8% of total sales during the year.

 

Two other customers included one foreign-based manufacturer and one domestic manufacturer of process control and metrology equipment whose sales represented 14.3% and 5.6% of sales, respectively.

 

The same three customers represented 10.5%, 1.6% and 3.5 %, of sales in 2016, respectively.

 

Sales to the Company’s top five customers represented approximately 45.1% and 37.8% of sales, in 2017 and 2016, respectively. All these customers are OEM manufacturers either within the defense, process control and metrology or laser systems sector.

 

Export Sales

 

The Company’s export sales are primarily to customers in Europe, Israel, and Asia and amounted to approximately 32.5%, and 23.1% of product sales in 2017 and 2016, respectively.

 

Long-Term Contracts

 

Certain of the Company’s agreements with customers provide for periodic deliveries at fixed prices over a long period of time. In such cases, the Company negotiates to obtain firm price commitments, as well as cash advances from its customers for the purchase of the materials necessary to fulfill the order.

 

 6 

 

 

Marketing and Business Development

 

The Company markets its products domestically, through the coordinated efforts of the sales, marketing and customer service teams.

 

The Company has moved towards a strategy of utilizing these combined sales and marketing resources for cross-selling all products across all business lines. This strategy is well suited to the diverse and fragmented markets that utilize photonic technologies.

 

Independent sales agents are used in major non-U.S. markets, including Canada, the United Kingdom, the European Union, Israel, and Japan.

 

Sales and marketing efforts are coordinated by the Vice President, Sales and Marketing, to promote our product lines through various means including participation in trade shows, internet based marketing, media and non-media advertising and promotion and management of international sales representatives and distributors.

 

Backlog

 

The Company’s order backlog at December 31, 2017 was $6,512,000. The Company’s order backlog as of December 31, 2016 was $6,255,000.

 

We anticipate shipping a substantial majority of the present backlog during fiscal year 2018. However, our backlog at any given date may consist of orders with delivery schedules that extend beyond 12 months into the future.

 

Competition

 

Within each product category in which the Company’s business units are active, there is competition.

 

Changes in the photonics industry have had an effect on suppliers of custom optics. As end users have introduced products requiring large volumes of optical components, suppliers have responded either by staying small and carving out niche product areas, or by ramping up manufacturing capacity and modernizing their manufacturing methods to meet higher volume production rates. Additionally, the availability of an increasingly large variety of inventoried inexpensive catalog optics has led some OEM manufacturers to “design in” these low-cost solutions rather than utilizing custom designed and manufactured products.

 

Competition for the Company’s crystal devices and instrumentation is more limited and the Company’s laser devices are considered to be high quality and generally offer a combination of features not available elsewhere. As a result of the Company’s in-house crystal growth capability, this area of the business is highly vertically integrated, providing a competitive advantage over other suppliers.

 

For crystal products, the market is highly competitive. Many of the Company’s competitors who supply non-linear optical crystals are located overseas, and can offer significantly reduced pricing for some crystal materials. On many occasions, the quality of the crystal component drives the ultimate performance of the component or instrument into which it is installed. Quality and technical support are considered to be valuable attributes for a crystal supplier by some, but not all, OEM customers.

 

Our metal optics product line has several key competitors who are larger and better equipped to compete on high volume work. There are also several large and small competitors who compete with our products on large form factor optics. The Company has made recent inroads within this competitive landscape, and is building brand awareness in the marketplace.

 

Although price is a principal factor in many product categories, competition is also based on product design, performance, customer confidence, quality, delivery, and customer service. Based on its performance to date, the Company believes that it can continue to compete successfully, although no assurances can be given in this regard.

 

Employees

 

As of the close of business on March 28, 2018, the Company had 62 full-time employees.

 

Patents and Licenses

 

The Company mainly relies on its manufacturing and technological expertise, know-how and trade secrets in addition to its patents, to maintain its competitive position in the industry. The Company takes precautionary and protective measures to safeguard its technical design and manufacturing processes. The Company executes nondisclosure agreements with its employees and, where appropriate, with its customers, suppliers and other associates.

 

Regulation

 

Foreign sales of certain of the Company’s products to certain countries may require export licenses from the United States Department of Commerce. Such licenses are obtained when required. All requested export licenses of Inrad Optics products have been granted or deemed not-required.

 

 7 

 

 

International Traffic in Arms Regulations (“ITAR”) governs much of the Company’s domestic defense sector business, and the Company is capable of handling its customers’ technical information under these regulations. Inrad Optics, Inc. is registered with the Directorate of Defense Trade Controls, and utilizes a supplier base of similarly registered companies.

 

There are no other federal regulations or any unusual state regulations that directly affect the sale of the Company’s products other than those environmental compliance regulations that generally affect companies engaged in manufacturing operations in New Jersey.

 

Availability of Reports

 

Our principal executive offices are located at 181 Legrand Avenue, Northvale, N.J. 07647 which also houses our manufacturing operations. Our telephone number is 201-767-1910 and our corporate website address is www.inradoptics.com. We include our website address in this annual report on Form 10-K only as an inactive textual reference and do not intend it to be an active link to our website. The information on our website is not incorporated by reference in this annual report on Form 10-K.

 

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to such reports, as well as other documents we file with the Securities and Exchange Commission, are available free of charge on our web site at www.inradoptics.com as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the Securities and Exchange Commission (“SEC”) (www.sec.gov). We will also provide electronic or paper copies of such reports free of charge, upon request made to our Corporate Secretary.

 

Item 1A.Risk Factors

 

The Company cautions investors that its performance (and, therefore, any forward looking statement) is subject to risks and uncertainties. The risks described below are not the only ones we face, but those we currently consider to be material. There may be other risks which we now consider immaterial, or which are unknown or unpredictable, with respect to our business, the markets in which we operate, our competition, the regulatory environment or otherwise that could have a material adverse effect on our business, financial condition and results of operation.

 

a)The Company has incurred a net loss for the past two years

 

The Company has historically incurred substantial net losses. We had a net loss of $0.6 million and $0.6 million for the fiscal years ended December 31, 2017 and 2016, respectively. These losses have had, and will continue to have, an adverse effect on our working capital, total assets and shareholders’ equity. We are unable to predict, with certainty, when we will become profitable and our inability to achieve and sustain profitability will negatively affect our business, financial condition, results of operations and cash flows.

 

b)The Company may need to raise additional capital to repay indebtedness and to fund our operations

 

We may need to raise additional financing to repay our outstanding indebtedness of approximately $2.8 million, as well as, to fund our current level of operations. Additional financing, which is not in place at this time, may be from the sale of equity or convertible or other debt securities in a public or private offering, or from an additional credit facility. We may be unable to raise sufficient additional capital on favorable terms, if at all, to supply the working capital needs of our existing operations or to expand our business.

 

c)The Company has exposure to Government Markets

 

Sales to customers in the defense industry represent a significant part of our business. These customers in turn generally contract with government agencies. Most governmental programs are subject to funding approval through congressional appropriations which can be modified or terminated without warning upon the determination of a legislative or administrative body. Appropriations can also be affected by legislation that addresses larger budgetary issues of the U.S. Government which could reduce available funding for most federal agencies, including the Department of Defense. It is difficult to assess how this may impact our defense industry customers and the business we do with them in the future. The loss or failure to obtain certain contracts or a loss of a major government customer could have a material adverse effect on our business, results of operations or financial condition.

 

d)The Company’s revenues are concentrated in its largest customer accounts

 

For the year ended December 31, 2017, five customer accounts represented approximately 45.4% of total revenues and two of these customers each accounted for more than 10% of revenues. We are a supplier of custom manufactured components to OEM customers, and have a number of large customers in both the commercial and defense markets, but the relative size and identity of our largest customers change year to year. In the short term, the loss of any of these large customer accounts or a decline in demand in the markets which they represent could have a material adverse effect on our business, results of operations, and financial condition.

 

 8 

 

 

e)The Company depends on, but may not succeed in, developing and acquiring new products and processes

 

To meet the Company’s strategic objectives, the Company needs to continue to develop new processes, improve existing processes, and manufacture and market new products. As a result, the Company may continue to make investments in process development and additions to its product portfolio. There can be no assurance that the Company will be able to develop and introduce new products or enhancements to its existing products and processes in a way that achieves market acceptance or other pertinent targeted results. The Company also cannot be sure that it will have the human or financial resources to pursue or succeed in such activities.

 

f)The Company’s stock price may fluctuate widely

 

The Company’s stock is thinly traded. Many factors, including, but not limited to, future announcements concerning the Company, its competitors or customers, as well as quarterly variations in operating results, announcements of technological innovations, seasonal or other variations in anticipated or actual results of operations, changes in earnings estimates by analysts or reports regarding the Company’s industries in the financial press or investment advisory publications, could cause the market price of the Company’s stock to fluctuate substantially. In addition, the Company’s stock price may fluctuate widely for reasons which may be unrelated to operating results. These fluctuations, as well as general economic, political and market conditions such as recessions, military conflicts, or market or related declines, may materially affect the market price of the Company’s common stock. In addition, any information concerning the Company, including projections of future operating results, appearing in investment advisory publications or on-line bulletin boards or otherwise emanating from a source other than the Company could in the future contribute to volatility in the market price of the Company’s common stock.

 

g)The Company’s business success depends on its ability to recruit and retain key personnel

 

The Company depends on the expertise, experience, and continuing services of certain scientists, engineers, production and management personnel, and on the Company’s ability to recruit additional personnel. There is competition for the services of these personnel, and there is no assurance that the Company will be able to retain or attract the personnel necessary for its success, despite the Company’s efforts to do so. The loss of the services of the Company’s key personnel could have a material adverse effect on its business, results of operations, or financial condition.

 

h)Many of the Company’s customers are in cyclical industries

 

The Company’s business is significantly dependent on the demand its customers experience for their products. Many of their end users are in industries that historically have experienced a cyclical demand for their products. The industries include, but are not limited to, the defense electro-optics industry and the manufacturers of process control capital equipment for the semiconductor tools industry. As a result, demand for the Company’s products are subject to cyclical fluctuations, and this could have a material adverse effect on our business, results of operations, or financial condition.

 

i)The Company’s manufacturing processes require products from limited sources of supply

 

The Company utilizes many relatively uncommon materials and compounds to manufacture its products. Many of the materials have long lead times and the Company’s suppliers could fail to deliver sufficient quantities of these necessary materials on a timely basis, or deliver contaminated or inferior quality materials, or markedly increase their prices. Any such actions could have an adverse effect on the Company’s business, despite the Company’s efforts to secure long term commitments from its suppliers. Adverse results might include reducing the Company’s ability to meet commitments to its customers, compromising the Company’s relationship with its customers, adversely affecting the Company’s ability to meet expanding demand for its products, or causing the Company’s financial results to deteriorate.

 

j)The Company faces competition

 

The Company encounters substantial competition from other companies positioned to serve the same market sectors. Some competitors may have financial, technical, capacity, marketing or other resources more extensive than ours, or may be able to respond more quickly than the Company to new or emerging technologies and other competitive pressures. Some competitors have manufacturing operations in low-cost labor regions such as the Far East and Eastern Europe and can offer products at lower prices than the Company. The Company may not be successful in winning orders against the Company’s present or future competitors, and competition may have a material adverse effect on our business, results of operations or financial condition.

 

k)The Company may not be able to fully protect its intellectual property

 

The Company currently holds one patent for a material applicable to an important product, but does not in general rely on patents to protect its products or manufacturing processes. The Company generally relies on a combination of trade secrets and employee non-compete and nondisclosure agreements to protect its intellectual property rights. There can be no assurance that the steps the Company takes will be adequate to prevent misappropriation of the Company’s technology. In addition, there can be no assurance that, in the future, third parties will not assert infringement claims against the Company. Asserting the Company’s rights or defending against third-party claims could involve substantial expense, thus materially and adversely affecting the Company’s business, results of operations or financial condition.

 

 9 

 

 

Item 1B.Unresolved Staff Comments

 

None

 

Item 2.Properties

 

Administrative, engineering and manufacturing operations are housed in a 41,935 square foot building located in Northvale, New Jersey. The lease for the Northvale facility was renewed for a term of two years from June 1, 2015 to May 31, 2017 along with an option to renew the lease for two additional one year terms running through May 31, 2019, at substantially the same terms. The Company has exercised its option to renew the Northvale lease for an additional one year term running through May 31, 2018. The Company intends to exercise the option to renew the lease for an additional one-year term through May 31, 2019, prior to the end of the current lease term.

 

We believe that our existing facility is adequate to meet current and future projected production needs.

 

Item 3.Legal Proceedings

 

We are not party to any legal proceedings as of the date hereof.

 

Item 4.Mine Safety Disclosures

 

Not Applicable

 

PART II

 

Item 5.Market for Registrant’s Common Equity and Related Stockholder Matters

 

a)Market Information

 

The Company’s Common Stock, with a par value of $0.01 per share, is traded on the OTC Pink Sheets under the symbol INRD.

 

The following table sets forth the range of high and low closing prices for the Company’s Common Stock in each fiscal quarter from the quarter ended March 31, 2016 through the quarter ended December 31, 2017, as reported by the OTC Pink Sheets. Such over-the-counter quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

 

   Price 
   High   Low 
         
Quarter ended December 31, 2017  $1.40   $1.05 
           
Quarter ended September 30, 2017   1.45    .61 
           
Quarter ended June 30, 2017   .90    .53 
           
Quarter ended March 31, 2017   .70    .51 
           
Quarter ended December 31, 2016   .54    .31 
           
Quarter ended September 30, 2016   .45    .26 
           
Quarter ended June 30, 2016   .40    .28 
           
Quarter ended March 31, 2016   .40    .30 

 

 10 

 

 

As of March 21, 2018 the Company’s closing stock price was $0.99 per share.

 

b)Shareholders

 

As of March 22, 2018, there were approximately 122 shareholders of record of our Common Stock based upon the Shareholders’ Listing provided by the Company’s Transfer Agent. As of the same date, the Company estimates that there are an additional 244 beneficial shareholders.

 

c)Dividends

 

The Company has not historically paid cash dividends. Payment of cash dividends is at the discretion of the Company’s Board of Directors and depends, among other factors, upon the earnings, capital requirements, operations and financial condition of the Company. The Company does not anticipate paying cash dividends in the foreseeable future.

 

d)Recent Sales of Unregistered Securities

 

There have been no sales of unregistered securities during the past year.

 

Item 6.Selected Financial Data

 

The following data is qualified in its entirety by the financial statements presented elsewhere in this Annual Report on Form 10-K.

 

   As of December 31, or 
   For the Year Ended December 31, 
   2017   2016   2015   2014   2013 
                     
Revenues  $9,859,201   $9,766,525   $10,492,229   $9,726,145   $11,235,654 
                          
Net (loss) income   (682,531)   (605,085)   (478,935)   (2,514,851)   (1,649,961)
                          
Earnings (loss) per share                         
Basic (loss) earnings per share   (0.05)   (0.05)   (0.04)   (0.21)   (0.14)
Diluted (loss) earnings per share   (0.05)   (0.05)   (0.04)   (0.21)   (0.14)
Weighted average shares                         
Basic   13,357,622    12,926,471    12,570,867    12,221,734    11,975,900 
Diluted   13,357,622    12,926,471    12,570,867    12,221,734    11,975,900 
                          
Total assets   6,542,505    6,734,632    7,074,989    7,396,415    9,848,055 
Long-term obligations   2,757,738    2,770,722    2,878,906    3,048,747    3,212,868 
Shareholders’ equity   1,685,447    2,182,098    2,622,028    2,995,647    5,363,840 

 

Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operation

 

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

 

Critical Accounting Policies

 

The Company’s significant accounting policies are described in Note 1 of the Consolidated Financial Statements that were prepared in accordance with accounting principles generally accepted in the United States of America. In preparing the Company’s financial statements, the Company made estimates and judgments that affect the results of its operations and the value of assets and liabilities the Company reports. The Company’s actual results may differ from these estimates.

 

The Company believes that the following summarizes critical accounting policies that require significant judgments and estimates in the preparation of the Company’s consolidated financial statements.

 

 11 

 

 

Revenue Recognition

 

The Company records revenue from the sale of its products and services when all four of the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the sales price is fixed or determinable; and collectability is reasonably assured. Losses on contracts are recorded when identified.

 

Beginning January 1, 2018, we adopted new revenue recognition guidance issued by the FASB, ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This standard outlines a single comprehensive model for companies to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that revenue is recognized when a customer obtains control of a good or service. A customer obtains control when it has the ability to direct the use of, and obtain the benefits from, the goods or services. Transfer of control is not the same as transfer of risks and rewards, as it is considered in current guidance. We will also need to apply new guidance to determine whether revenue should be recognized over time or at a point in time.

 

We have performed a review of the requirements of the new guidance and have initially identified which of our revenue streams will be within the scope of ASU 2014-09. We are continuing to work through an adoption plan which includes a review of customer contracts, applying the five-step model of the new standard to each revenue stream and comparing the results to our current accounting; an evaluation of the method of adoption; and assessing changes that might be necessary to our processes, internal controls and changes in financial reporting. The Company is finalizing its review and evaluation of the impact of the accounting and disclosure changes on its business processes and controls for adoption in 2018. Based on our assessment to date, the adoption of ASU 2014-09 is not expected to have a material impact on the Company’s financial position or results of operations.

 

Inventory

 

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

 

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

 

Stock-based compensation

 

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

 

Income Taxes

 

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

 

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

 

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

 

 12 

 

 

Results of Operations

 

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

 

   Years ended December 31, 
   2017   2016 
Revenues:          
Product sales   100%   100%
Costs and expenses:          
Cost of goods sold   80.5%   80.0%
Gross profit margin   19.5%   20.0%
Selling, general and administrative expenses   24.5%   25.1%
Operating (loss) income   (5.0)%   (5.1)%
Net (loss) income   (6.9)%   (6.2)%

 

Revenues

 

Sales were $9,859,000 in 2017, an increase of 1%, or $92,000 compared to $9,767,000 in 2016.

 

Sales to the defense and aerospace market decreased 11.1% to $3,234,000 from $3,639,000 in 2016 representing 32.8% and 37.2% of total sales, respectively. This primarily reflects a decrease in sales to a number of existing defense customers partially offset by sales increases to two large defense customers.

 

Sales in the process control and metrology market increased to $4,254,000 in 2017 from $3,436,000 in 2016, up $818,000 or 23.8%. These sales represented 43.1% and 35.2%, of total sales, respectively. The increase in 2017 is mainly the result of higher demand from one OEM customer in the semi-conductor business partially offset by a decrease in sales to other customers in this market.

 

The Company serves as an OEM supplier of standard and custom optical components and laser accessories within the non-military laser industry. Sales to this and related markets were $1,139,000 in 2017 and $1,573,000 in 2016. Overall, sales of laser devices and related products represented 11.6% of total sales in 2017, a decrease from 16.1% in 2016. Sales decreased by approximately $434,000 primarily as a result of lower shipments to a customer who manufactures laser components and sub-systems and the completion of one U.S. government contract in the prior year which was partially offset by increased shipments under another U.S. government contract this year.

 

Sales to customers within the university and national laboratories market increased in 2017 to $1,231,000 from $1,119,000 in 2016, up 10%, mainly due to an increase in orders from one national laboratory customer and one university customer. As a percentage of total sales, this market represented 12.5% and 11.5% of total sales in 2017 and 2016, respectively.

 

Bookings

 

The Company booked new orders totaling approximately $10.1 million in 2017, a decrease of $0.7 million or 6.3% from $10.8 million in 2016, as a result of an increase in orders for the Company’s crystal and devices and custom optics product lines offset by a decrease in orders for the Company’s metal optics product line.

 

The Company’s backlog as of December 31, 2017 was $6.5 million compared to $6.3 million as of December 31, 2016.

 

Cost of Goods Sold and Gross Profit Margin

 

Cost of goods sold as a percentage of sales was 80.5% compared to 80.0% for the years ended December 31, 2017 and 2016, respectively. In 2017, cost of goods sold was $7,937,000 compared to cost of goods sold of $7,812,000 in 2016 an increase of approximately $125,000.

 

The increase in cost of goods sold in 2017 was mainly attributable to sales mix changes, primarily related to one customer, which had the effect of increasing material cost as a percentage of sales. Material costs increased by approximately $245,000 or 14.6%. This was offset by cost reductions in other expenses including salaries and wages, manufacturing expenses and depreciation expense.

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses (“SG&A”) were $2,417,000 in 2017 compared to $2,451,000 in 2016, a decrease of $34,000 or 1.4%. The decrease partially reflects reductions in SG&A salaries, wages and associated benefits of approximately $79,000 due to the timing of personnel changes in 2017 compared to 2016. This was partially offset by increased sales and marketing expenses primarily due to increased activity in trade shows in 2017 compared to 2016.

 

As a percentage of sales, SG&A was 24.5% of sales in 2017 compared to 25.1% in 2016, primarily due to lower sales in 2016.

 

Operating (Loss)

 

The Company had an operating loss of $494,000 in 2017, compared to $496,000 in 2016.

 

 13 

 

 

Other Income and Expenses

 

Net interest expense of $161,000 in 2017 decreased from $168,000 in 2016 as the Company continued to make payments to reduce its long-term notes payable.

 

In 2017, the Company sold surplus equipment and recorded a gain of $24,000.

 

In addition, the Company recorded a loss of $52,000 as part of a transaction which included the exchange of precious metals. In 2016, the Company recorded a gain of $59,000 as part of a transaction which included the exchange of precious metals.

 

Income Taxes

 

In 2017 and 2016, 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 (Loss)

 

In 2017, the Company recorded a net loss of $683,000 compared to a net loss of $605,000 in 2016. In 2017, the Company recorded a loss on exchange of precious metals of $52,000 compared to a gain on exchange of precious metals in the prior year mainly due to the impact of market price changes for the related precious metals over the comparable periods. The loss on the exchange of precious metals in 2017 was offset by a gain on the sale of fully-depreciated surplus fixed assets in the amount of $24,000.

 

Liquidity and Capital Resources

 

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

 

As of December 31, 2017 and December 31, 2016, cash and cash equivalents were $800,000 and $973,000, respectively.

 

On June 9, 2016 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, 2019 from April 1, 2017. The notes bear interest at 6%. Interest accrues yearly and is payable on maturity. Unpaid interest, along with principal, may be converted into securities of the Company as follows: the notes are convertible in the aggregate into 1,500,000 units and 1,000,000 units, respectively, with each unit consisting of one share of common stock and one warrant. Each warrant allows the holder to acquire 0.75 shares of common stock at a price of $1.35 per share. As part of the agreement to extend the maturity date of the notes, the expiration dates of the warrants were extended from April 1, 2020 to April 1, 2022.

 

The Company paid $112,500 and $112,500 for interest on the subordinated convertible promissory notes in 2017 and 2016, respectively. Accrued interest of $112,500 and $75,000 is included in Accounts payable and accrued liabilities as of December 31, 2017 and 2016, respectively.

 

In total, the Company paid $125,000 of interest in 2017 and $132,000 of interest in 2016 on its outstanding debt, including interest paid on the subordinated convertible promissory notes.

 

In 2017, the Company had capital expenditures of $119,000. In 2016, capital expenditures were $114,000. In addition, the Company purchased a patent license in 2016 for $30,000 compared to $0 in 2017.

 

The Company had a net decrease in cash of $173,000 for the twelve months ended December 31, 2017 compared to a net increase in cash of $300,000 for the twelve months ended December 31, 2016.

 

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

 

   Years ended December 31, 
   2017   2016 
         
Net cash provided by (used in) operations  $30   $615 
           
Capital Expenditures & purchase of precious metals   (121)   (114)
           
Proceeds on sale or disposal of plant and equipment   24     
           
Purchase of patent license       (30)
           
Principal payments on debt obligations   (108)   (171)

 

 14 

 

 

Overview of Financial Condition

 

The Company recorded a net loss of $683,000 for the twelve months ended December 31, 2017 compared to a net loss of $605,000 in the same period last year. The Company’s cash and cash equivalents decreased to $800,000 at December 31, 2017 compared to $973,000 at December 31, 2016.

 

The Company’s management expects that future cash flows from operations and its existing cash reserves will provide adequate liquidity for the Company’s operations and working capital requirements through at least March 31, 2019.

 

Contractual Obligations

 

The following table describes our contractual obligations as of December 31, 2017 (in thousands).

 

Contractual Obligations  Total   Less than
1 Year
   1-3 Years   4-5
Years
   Greater
Than 5
Years
 
                     
Convertible notes payable, including interest  $2,688   $150   $2,538   $   $ 
Notes payable-other, including interest   365    23    69    46    227 
Total contractual cash obligations  $3,053   $173   $2,607   $46   $227 

 

Off-Balance Sheet Arrangements

 

The Company did not have any off-balance sheet arrangements at December 31, 2017 and 2016.

 

Item 7A.Quantitative and Qualitative Disclosures about Market Risk

 

N/A

 

Item 8.Financial Statements and Supplementary Data

 

The financial statements and supplementary financial information required to be filed under this Item are presented commencing on page 23 of the Annual Report on Form 10-K, and are incorporated herein by reference.

 

Item 9.Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

 

Item 9A.Controls and Procedures

 

None

 

a)Evaluation of Disclosure Controls and Procedures

 

The Company’s management, including the Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Annual Report on Form 10-K. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures as of December 31, 2017 are effective to ensure that information required to be disclosed in the reports the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company's management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding disclosure.

 

b)Management’s Annual Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining an adequate system of internal control over financial reporting. Our internal control over financial reporting includes those policies and procedures that:

·pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
·provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles in the United States, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
·provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

 

 15 

 

 

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

 

Management assessed the effectiveness of the Company’s system of internal control over financial reporting as of December 31, 2017. In making this assessment, management used the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our assessment and the criteria set forth by COSO, management has concluded that the Company maintained effective internal control over financial reporting as of December 31, 2017.

 

c)Changes in Internal Control over Financial Reporting

 

There have been no changes in the Company’s internal control over financial reporting identified in connection with the evaluation that occurred during the Company’s last fiscal quarter that have materially affected, or that are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

 

Item 9BOther Information

 

None

 

 16 

 

 

PART III

 

Item 10.Directors, Executive Officers and Corporate Governance

 

The information required under this item is incorporated by reference to the Company’s Proxy Statement for the 2018 Annual Meeting of Stockholders which we anticipate will be filed within 120 days after our fiscal year ended December 31, 2017.

 

Item 11.Executive Compensation

 

The information required under this item is incorporated by reference to the Company’s Proxy Statement for the 2018 Annual Meeting of Stockholders which we anticipate will be filed within 120 days after our fiscal year ended December 31, 2017.

 

Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The information required under this item is incorporated by reference to the Company’s Proxy Statement for the 2018 Annual Meeting of Stockholders which we anticipate will be filed within 120 days after our fiscal year ended December 31, 2017.

 

Item 13.Certain Relationships and Related Transactions, and Director Independence

 

The information required under this item is incorporated by reference to the Company’s Proxy Statement for the 2018 Annual Meeting of Stockholders which we anticipate will be filed within 120 days after our fiscal year ended December 31, 2017.

 

Item 14.Principal Accountant Fees and Services

 

The information required under this item is incorporated by reference to the Company’s Proxy Statement for the 2018 Annual Meeting of Stockholders which we anticipate will be filed within 120 days after our fiscal year ended December 31, 2017.

 

 17 

 

 

PART IV

 

Item 15.Exhibits and Financial Statement Schedules

 

(a) (1)Financial Statements.

 

Reference is made to the Index to Financial Statements and Financial Statement Schedule commencing on Page 20

 

(a) (2)Financial Statement Schedule.

 

Reference is made to the Index to Financial Statements and Financial Statement Schedule on Page 20. All other schedules have been omitted because the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the Financial Statements or Notes thereto.

 

(a) (3)Exhibits.

 

Exhibit No.   Description of Exhibit
     
3.1   Restated Certificate of Incorporation of Photonics Products Group, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 25, 2004)
3.2   By-Laws of Photonic Products Group, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 25, 2004)
3.3   Certificate of Amendment to Restated Certificate of Incorporation of Photonics Products Group, Inc., dated June 2, 2010 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 7, 2010).
3.4   Certificate of Amendment to Restated Certificate of Incorporation of Photonics Products Group, Inc., dated January 23, 2012 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2012).
4.1   Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 25, 2004)
4.2   Subordinated Convertible Promissory Note dated July 25, 2014 held by Clarex, Ltd. (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 13, 2015)
4.3   Subordinated Convertible Promissory Note dated July 25, 2014 held by Welland, Ltd. (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 13, 2015)
10.1   2000 Equity Compensation Program (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 25, 2004)
10.2   2010 Equity Compensation Program (incorporated by reference to Exhibit B to the Company’s Proxy Statement for the 2010 Meeting of Stockholders filed with the Securities and Exchange Commission on April 30, 2010)
10.3   Proposal to Renew and Extend Lease dated June 1, 2015 between Inrad Optics, Inc. (“Tenant”) and S & R Costa Realty, LLP (“Landlord”) (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2016)
14.1   Code of Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2006)
21.1   List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2006)
23.1*   Consent of PKF O’Connor Davies, LLP Independent Registered Public Accounting Firm
23.2*   Consent of Baker Tilly Virchow Krause, LLP Independent Registered Public Accounting Firm
31.1*   Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*   Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**   Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**   Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*   XBRL Instance Document
101.SCH*   XBRL Taxonomy Extension Schema Document
101.CAL*   XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*   XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*   XBRL Taxonomy Extension Label Linkbase Document
101.PRE*   XBRL Taxonomy Extension Presentation Linkbase Document
     
    *   Filed herewith    **   Furnished herewith

 

 18 

 

 

Item 16.Form 10-K Summary.

 

Not Applicable

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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
    Chief Executive Officer
   
  Dated: April 2, 2018

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature   Title   Date
         
         
/s/ Jan M. Winston   Chairman of the Board   April 2, 2018
Jan M. Winston   of Directors    
         
/s/ Luke P. LaValle, Jr.   Director   April 2, 2018
Luke P. LaValle, Jr.        
         
/s/ Dennis G. Romano   Director   April 2, 2018
Dennis G. Romano        
         
/s/ N.E. Rick Strandlund   Director   April 2, 2018
N.E. Rick Strandlund        
         
/s/ Amy Eskilson   President, Chief Executive Officer   April 2, 2018
Amy Eskilson   and Director (Principal Executive Officer)    
         
/s/ William J. Foote   Chief Financial Officer, Secretary and Treasurer   April 2, 2018
William J. Foote   and Director (Principal Financial and Accounting Officer)    

 

 19 

 

 

INRAD OPTICS, INC. AND SUBSIDIARIES

 

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

 

CONTENTS

 

  Page
   
Reports of Independent Registered Public Accounting Firm 21-22
   
Consolidated Balance Sheets as of December 31, 2017 and 2016 23
   
Consolidated Statements of Operations for the years ended December 31, 2017 and 2016 24
   
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2017 and 2016 25
   
Consolidated Statements of Cash Flows for the years ended December 31, 2017 and 2016 26
   
Notes to consolidated financial statements 27-38
   

 

 20 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Shareholders and Board of Directors

Inrad Optics, Inc. and Subsidiaries

Northvale, New Jersey

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Inrad Optics, Inc. and Subsidiaries (the “Company”) as of December 31, 2017, and the related consolidated statements of operations, shareholders’ equity and cash flows for the year ended December 31, 2017, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017, and the results of its operations and its cash flows for the year ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provide a reasonable basis for our opinion.

 

/s/ PKF O’Connor Davies, LLP  
We have served as the Company’s auditor since 2017.  

 

New York, New York

April 2, 2018

 

 21 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Shareholders, Audit Committee and Board of Directors

Inrad Optics, Inc. and Subsidiaries

Northvale, New Jersey

 

We have audited the accompanying consolidated balance sheets of Inrad Optics, Inc. and Subsidiaries as of December 31, 2016, and the related consolidated statements of operations, shareholders’ equity and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of its internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Inrad Optics, Inc. and Subsidiaries as of December 31, 2016 and the results of their operations and cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.

 

/s/ Baker Tilly Virchow Krause, LLP  

 

New York, New York

March 31, 2017

 

 22 

 

 

INRAD OPTICS, INC. AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

 

   December 31, 
   2017   2016 
Assets          
Current Assets:          
Cash and cash equivalents  $799,953   $973,333 
Accounts receivable (net of allowance for doubtful accounts of $15,000 in 2017 and 2016)   1,034,398    1,204,908 
Inventories, net   3,196,001    2,739,864 
Other current assets   127,900    143,970 
Total Current Assets   5,158,252    5,062,075 
Plant and Equipment:          
Plant and equipment at cost   14,726,638    14,607,155 
Less: Accumulated depreciation and amortization   (14,013,850)   (13,729,985)
Total plant and equipment   712,788    877,170 
Precious Metals   563,760    613,647 
Intangible Assets, net of accumulated amortization   70,219    151,402 
Other Assets   37,486    30,338 
Total Assets  $6,542,505   $6,734,632 
           
Liabilities and Shareholders’ Equity          
Current Liabilities:          
Current portion of long-term notes payable -other  $12,486   $107,801 
Accounts payable and accrued liabilities   1,217,157    1,074,671 
Customer advances   869,677    599,340 
Total Current Liabilities   2,099,320    1,781,812 
           
Related Party Convertible Notes Payable   2,500,000    2,500,000 
           
Long-Term Notes Payable -other, net of current portion   257,738    270,722 
Total Liabilities   4,857,058    4,552,534 
           
Commitments          
           
Shareholders’ Equity:          
Common stock: $.01 par value; 60,000,000 authorized shares 13,521,200 issued at December 31, 2017 and 13,156,544 issued at December 31, 2016   135,213    131,567 
Capital in excess of par value   18,882,086    18,699,852 
Accumulated deficit   (17,316,902)   (16,634,371)
    1,700,397    2,197,048 
           
Less - Common stock in treasury, at cost (4,600 shares)   (14,950)   (14,950)
Total Shareholders’ Equity   1,685,447    2,182,098 
Total Liabilities and Shareholders’ Equity  $6,542,505   $6,734,632 

 

See notes to consolidated financial statements

 

 23 

 

 

INRAD OPTICS, INC. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF OPERATIONS

 

   Years Ended December 31, 
   2017   2016 
Revenues          
Net sales  $9,859,201   $9,766,525 
           
Cost and expenses          
Cost of goods sold   7,936,534    7,812,248 
Selling, general and administrative expense   2,416,794    2,450,706 
    10,353,328    10,262,954 
           
Operating (loss)   (494,127)   (496,429)
           
Other income (expense), net          
Interest expense, net   (160,643)   (167,635)
(Loss) gain on exchange of precious metals   (51,761)   58,979 
Gain on sale or disposal of plant and equipment   24,000     
    (188,404)   (108,656)
           
(Loss) before income taxes   (682,531)   (605,085)
           
Income tax provision        
           
Net (loss)  $(682,531)  $(605,085)
           
Net (loss) per share – basic  $(0.05)  $(0.05)
           
Net (loss) per share – diluted  $(0.05)  $(0.05)
           
Weighted average shares outstanding – basic   13,357,622    12,926,471 
           
Weighted average shares outstanding – diluted   13,357,622    12,926,471 

 

See notes to consolidated financial statements

 

 24 

 

 

INRAD OPTICS, INC. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

 

 

           Capital in           Total 
   Common Stock   excess of   Accumulated   Treasury   Shareholders’ 
   Shares   Amount   par value   Deficit   Stock   Equity 
                         
Balance, January 1, 2016   12,737,808   $127,380   $18,538,884   $(16,029,286)  $(14,950)  $2,622,028 
                               
401K contribution   418,736    4,187    131,006            135,193 
                               
Stock-based compensation expense           29,962            29,962 
                               
Net loss for the year               (605,085)       (605,085)
                               
Balance, December 31, 2016   13,156,544    131,567    18,699,852    (16,634,371)   (14,950)   2,182,098 
                               
401K contribution   356,323    3,563    120,726            124,289 
                               
Common stock issued on exercise of options   8,333    83    1,980            2,063 
                               
Stock-based compensation expense           59,528            59,528 
                               
Net loss for the year               (682,531)       (682,531)
                               
Balance, December 31, 2017   13,521,200   $135,213   $18,882,086   $(17,316,902)  $(14,950)  $1,685,447 

 

See notes to consolidated financial statements

 

 25 

 

 

INRAD OPTICS, INC AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

   Year Ended December31, 
   2017   2016 
Cash flows from operating activities:          
           
Net (loss)  $(682,531)  $(605,085)
           

Adjustments to reconcile net (loss) to net cash provided by operating activities:

          
Depreciation and amortization   365,048    445,999 
401K common stock contribution   124,289    135,193 
(Gain) on sale or disposal of plant and equipment   (24,000)    
Loss (gain) on exchange of precious metals   51,761    (58,979)
Stock-based compensation expense   59,528    29,962 
Change in inventory reserve   198,528    238,571 
           
Changes in operating assets and liabilities:          
Accounts receivable   170,510    140,289 
Inventories   (654,665)   16,930 
Other current assets   16,070    (677)
Other assets   (7,148)   2,158 
Accounts payable and accrued liabilities   104,986    1,684 
Customer advances   270,337    231,273 
Accrued interest on related party note payable   37,500    37,500 
Total adjustments and changes   712,744    1,219,903 
Net cash provided by operating activities   30,213    614,818 
           
Cash flows from investing activities:          
Purchase of plant and equipment   (119,483)   (113,544)
Purchase of precious metals   (1,874)   (743)
Purchase of patent license       (30,000)
Proceeds from sale of plant and equipment   24,000     
Net cash used in investing activities   (97,357)   (144,287)
           
Cash flows from financing activities:          
Proceeds from issuance of common stock   2,063     
Principal payments of notes payable-other   (108,299)   (170,883)
Net cash (used in) financing activities   (106,236)   (170,883)
           
Net increase (decrease) in cash and cash equivalents   (173,380)   299,648 
           
Cash and cash equivalents at beginning of the year   973,333    673,685 
           
Cash and cash equivalents at end of the year  $799,953   $973,333 
           
Supplemental Disclosure of Cash Flow Information:          
Interest paid  $124,987   $132,100 
Income taxes paid  $1,050   $800 
           
Non Cash Financing Activities:          
Exchange of Precious Metals  $48,757   $107,272 

 

See notes to consolidated financial statements

 

 26 

 

 

INRAD OPTICS, INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

TWO YEARS ENDED DECEMBER 31, 2017

 

1.Nature of Business and Operations and Summary of Significant Accounting Policies and Estimates

 

a.Nature of Business and Operations

 

Inrad Optics, Inc. and Subsidiaries (the “Company”), formerly known as Photonic Products Group, Inc., was incorporated in the state of New Jersey and is a manufacturer of crystals, crystal devices, electro-optic and optical components, and sophisticated laser devices and instruments. The Company has administrative offices and manufacturing operations in Northvale, New Jersey.

 

The Company’s principal customers include commercial instrumentation companies and OEM laser systems manufacturers, research laboratories, government agencies, and defense contractors. The Company’s products are sold domestically using its own sales staff, and in major overseas markets, principally Europe, Israel, Japan, and Asia, using independent sales agents.

 

b.Liquidity

 

As of December 31, 2017, the Company had working capital of $3,060,715 and cash and cash equivalents of $799,953. Management believes based on the Company’s operations and its existing working capital resources together with existing cash flows, the Company has sufficient cash flows to fund operations through at least March 31, 2019.

 

c.Principles of consolidation

 

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Upon consolidation, all inter-company accounts and transactions are eliminated.

 

d.Use of estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts in the consolidated financial statements and accompanying notes. These estimates include, but are not limited to, determining our allowance for doubtful accounts, our allowance for inventory obsolescence, the fair value and depreciable lives of long-lived tangible and intangible assets, and deferred taxes and the associated valuation allowance. Actual results could differ from these estimates.

 

e.Cash and cash equivalents

 

The Company considers cash-on-hand and highly liquid investments with original maturity dates of three months or less at the date of purchase to be cash and cash equivalents.

 

f.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.

 

g.Inventories

 

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

 

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

 

h.Plant and Equipment

 

Plant and equipment are depreciated using the straight-line method over the estimated useful lives of the related assets which range between five and seven years. Amortization of leasehold improvements is computed using the straight-line method over the lesser of 10 years or the remaining term of the lease including optional renewal periods, as appropriate, when failure to renew the lease imposes an economic penalty on the Company in such an amount that renewal appears to be probable. In determining the amount of the economic penalty, management considers such factors as (i) the costs associated with the physical relocation of the offices, manufacturing facility and equipment, (ii) the economic risks associated with business interruption and potential customer loss during relocation and transition to new premises, (iii) the significant costs of leasehold improvements required at any new location to custom fit our specific manufacturing requirements, and (iv) the economic loss associated with abandonment of existing leasehold improvements or other assets whose value would be impaired by vacating the facility.

 

Maintenance and repairs of property and equipment are charged to operations and major improvements are capitalized. Upon retirement, sale or other disposition of property and equipment, the cost and accumulated depreciation are eliminated from the accounts and a gain or loss is recorded.

 

i.Income taxes

 

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

 

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a federal corporate tax rate decrease from 35% to 21% for tax years beginning after December 31, 2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of foreign earnings. We have estimated our provision for income taxes in accordance with the Tax Act and guidance available as of the date of this filing, and the company has maintained the full valuation allowance.

 

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

 

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

 

The Company had no unrecognized tax benefits or liabilities, and no adjustment to its financial position, results of operations, or cash flows relating to uncertain tax positions taken on all open tax years. The Company is no longer subject to federal income tax examinations by tax authorities for the years before 2014 and state or local income tax examinations by tax authorities for the years before 2014.

 

j.Impairment of long-lived assets

 

Long-lived assets, such as plant and equipment and purchased intangibles with finite lives, which are subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Long-lived assets held for sale would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and would no longer be depreciated.

 

k.Stock-based compensation

 

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

 

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l.Revenue recognition

 

The Company records revenue from the sale of products and services used in the photonics industry when all four of the following criteria are met:

 

·persuasive evidence of an arrangement exists;

 

·delivery has occurred or services have been rendered;

 

·the sales price is fixed or determinable; and

 

·collectability is reasonably assured.

 

Losses on contracts in progress are recorded when identified.

 

m.Internal research and development costs

 

Internal research and development costs are charged to expense as incurred.

 

n.Precious metals

 

Precious metals are stated at cost and consist of various fixtures used in the high temperature crystal growth manufacturing process. From time to time the quoted market values of these precious metals may be below cost. Management evaluates these market adjustments on a recurring basis and if it is determined that they are other than temporary the carrying value would be adjusted.

 

o.Advertising costs

 

Advertising costs included in selling, general and administrative expenses were $11,000 and $7,000 for the years ended December 31, 2017 and 2016, respectively. Advertising costs are charged to expense when the related services are incurred or related events take place.

 

p.Concentrations and credit risk

 

The concentration of credit risk in the Company’s accounts receivable is mitigated by the Company’s credit evaluation process, familiarity with its small base of recurring customers and reasonably short collection terms and the geographical dispersion of revenue. The Company generally does not require collateral but, in some cases, the Company negotiates cash advances prior to the undertaking of the work. These cash advances are recorded as current liabilities on the balance sheet until corresponding revenues are realized.

 

The Company utilizes many relatively uncommon materials and compounds to manufacture its products and relies on outside vendors for certain manufacturing services. Therefore, any failure by its suppliers to deliver materials of an adequate quality and quantity could have an adverse effect on the Company’s ability to meet the commitments of its customers.

 

For the year ended December 31, 2017, the Company had two customers who had sales representing 14.9% and 14.4% of total revenues, respectively. In 2016, the Company had one customer who had sales representing 10.5% of total revenues. Since the Company is a supplier of custom manufactured components to OEM customers, the relative size and identity of the largest customer accounts changes somewhat from year to year. In the short term, the loss of any one of these large customer accounts could have a material adverse effect on business, results of operations, and financial condition.

 

q.Fair value measurements

 

The Company follows U.S. GAAP accounting guidance which establishes a framework for measuring fair value and expanded related disclosures. The framework requires fair value to be determined based on the exchange price that would be received for an asset, or paid to transfer a liability (an exit price), in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants.

 

The valuation techniques required are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. The accounting guidance requires the following fair value hierarchy:

 

·Level 1 - Quoted prices (unadjusted) for identical assets and liabilities in active markets that the Company has the ability to access at the measurement date.

 

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·Level 2 - Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and inputs other than quoted prices that are observable for the asset or liability, including interest rates, yield curves and credit risks, or inputs that are derived principally from or corroborated by observable market data through correlation.

 

·Level 3 - Values determined by models, significant inputs to which are unobservable and are primarily based on internally derived assumptions regarding the timing and amount of expected cash flows.

 

Long-lived assets, including goodwill and other intangible assets, may be measured at fair value if such assets are held for sale or if there is a determination that the asset is impaired. Managements’ determination of fair value, although highly subjective, is based on the best information available, including internal projections of future earnings and cash flows discounted at an appropriate interest rate, quoted market prices when available, market prices for similar assets, broker quotes and independent appraisals, as appropriate.

 

r.Recent Accounting Pronouncements

 

In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”), which supersedes the revenue recognition requirements in ASC 605, “Revenue Recognition.” ASU 2014-09 (with subsequent targeted amendments) is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. It also requires additional disclosure about the nature, amount, timing and uncertainty of revenue, cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. The Company adopted the provisions of ASU 2014-09 on January 1, 2018, using the modified retrospective approach. Revenue from the Company’s product sales will continue to generally be recognized when products are shipped (i.e. point in time) and revenue from the Company’s products and service sales provided under long-term government contracts will continue to generally be recognized as the Company transfers control of the product or service to its customers (i.e. over time), which approximates the previously used percentage-of-completion method of accounting. As such, the adoption of ASU 2014-09 is not expected to have a material impact to the Company’s financial position or results of operations. The Company will present the disclosures required by this new standard beginning in our 2018 interim financial statements and will continue to evaluate the changes that will be required within its internal controls as a result of the adoption.

 

In January 2017, the FASB issued guidance which clarifies the definition of a business and provides revised criteria and a framework to determine whether an integrated set of assets and activities is a business. For public companies, the new guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those years. The Company adopted the new guidance on January 1, 2018 as required, with no impact on the Company’s consolidated financial statements upon adoption.

 

In August 2016, the FASB issued ASU 2016-15, Statement of cash flows (Topic 230) which provides guidance on the classification of certain cash receipts and payments in the statement of cash flows intended to reduce diversity in practice. The guidance is effective for interim and annual periods beginning in 2018. Early adoption is permitted. The guidance is to be applied retrospectively to all periods presented but may be applied prospectively if retrospective application would be impracticable. The Company adopted the new guidance on January 1, 2018 as required. There are no significant impacts to the Company’s consolidated financial statements from the adoption of the new guidance.

 

In June 2016, the FASB issued ASU No. 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 2020, with earlier application permitted in 2019. The Company is currently evaluating the impact of adoption on its consolidated financial statements.

 

In March 2016, the FASB issued ASU No. 2016-09, Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of the accounting for employee share-based payments, including income tax consequences, application of award forfeitures to expense, classification on the statement of cash flows, and classification of awards as either equity or liabilities. This guidance is effective for annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods. The adoption of the guidance in ASU No. 2016-09 on January 1, 2017 did not have a material effect on the Company’s financial statements and related footnote disclosures.

 

In February 2016, the FASB created Topic 842 and issued ASU 2016-02, Leases. The guidance in this update supersedes Topic 840, Leases. This ASU requires lessees to recognize a right-of-use assets and a lease liability, initially measured at the present value of the lease payments on the balance sheet. For public companies, the amendments will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Earlier application is permitted. The Company is currently evaluating the impact of the adoption of ASU 2016-02 on its financial statements and disclosure.

 

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In January 2016, the FASB issued ASU 2016-01, “Financial Instruments–Overall: Recognition and Measurement of Financial Assets and Financial Liabilities”, which changes how entities measure certain equity investments and how entities present changes in the fair value of financial liabilities measured under the fair value option that are attributable to instrument-specific credit risk. The adoption of ASU 2016-01 is not expected to have a material impact to the Company’s financial position or results of operations. ASU 2016-01 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those fiscal years.

 

2.Inventories, net

 

Inventories are comprised of the following and are shown net of inventory reserves of approximately $2,447,000 for 2017 and $2,249,000 for 2016:

 

   December 31, 
   2017   2016 
   (In thousands) 
Raw materials  $1,174   $1,041 
Work in process, including manufactured parts and components   1,462    1,115 
Finished goods   560    584 
   $3,196   $2,740 

 

3.Plant and Equipment

 

Plant and equipment are comprised of the following:

 

   December 31, 
   2017   2016 
   (In thousands) 
Office and computer equipment  $1,333   $1,318 
Machinery and equipment   11,118    11,013 
Leasehold improvements   2,276    2,276 
    14,727    14,607 
Less accumulated depreciation and amortization   (14,014)   (13,730)
   $713   $877 

 

Depreciation expense recorded by the Company totaled approximately $284,000 and $366,000 for 2017 and 2016, respectively. Plant and equipment with a net book value of $0 was sold in 2017 for proceeds of $24,000. No plant or equipment was disposed of in 2016.

 

The Company evaluates its property and equipment for impairment when events or circumstances indicate and impairment may exist. Based on this evaluation, the Company concluded that, at December 31, 2017, its long-lived assets were not impaired.

 

4.Intangible Assets

 

Intangible assets include acquired intangible assets with finite lives, consisting principally of non-contractual customer relationships, completed technology, trademark and licensed patents. Intangible assets with finite lives are amortized on a straight-line basis over the assets’ estimated useful life up to 14 years.

 

Based on management’s judgement, there were no events or circumstances that would lead us to conclude that a possible impairment of intangible assets exists as of December 31, 2017.

 

Amortization expense was approximately $81,000 and $80,000 for the years ended December 31, 2017 and 2016, respectively. Aggregate amortization for the five succeeding years from January 1, 2018 through December 31, 2022 is expected to be approximately $54,000, accumulating at the rate of $46,000 for the year ended December 31, 2018 and $2,000 for each of the four years, thereafter.

 

The weighted average remaining life of the Company’s intangible assets is approximately 2.3 years.

 

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The following schedule details the Company’s intangible asset balance by major asset class.

 

   At December 31, 2017 
   Gross Carrying
Amount
   Accumulated
Amortization
   Net Carrying
Amount
 
   (In thousands) 
Customer-related  $550    (535)  $15 
Completed technology   363    (348)   15 
Trademarks   187    (173)   14 
Licensed Patents   30    (4)   26 
Total  $1,130    (1,060)  $70 
                
   At December 31, 2016 
   Gross Carrying
Amount
   Accumulated
Amortization
   Net Carrying
Amount
 
   (In thousands) 
Customer-related  $550   $(495)  $55 
Completed technology   363    (322)   41 
Trademarks   187    (160)   27 
Licensed Patents   30    (2)   28 
Total  $1,130   $(979)  $151 

 

5.Related Party Transactions

 

On June 9, 2016 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, 2019 from April 1, 2017. The notes bear interest at 6%. Interest accrues yearly and is payable on maturity. Unpaid interest, along with principal, may be converted into securities of the Company as follows: the notes are convertible in the aggregate into 1,500,000 units and 1,000,000 units, respectively, with each unit consisting of one share of common stock and one warrant. Each warrant allows the holder to acquire 0.75 shares of common stock at a price of $1.35 per share. As part of the agreement, the expiration dates of the warrants were extended from April 1, 2020 to April 1, 2022.

 

The Company paid $112,500 and $112,500 for interest on the notes in 2017 and 2016, respectively. Accrued interest of $112,500 and $75,000 is included in Accounts payable and accrued liabilities as of December 31, 2017 and 2016, respectively.

 

6.Other Long-Term Notes

 

Other Long-Term Notes consist of the following:

 

   December 31, 
   2017   2016 
   (In thousands) 
Term Note Payable, payable in equal monthly installments of $13,953 and bearing an interest rate of 4.35% and expiring in July 2017  $   $96 
U.S. Small Business Administration term note payable in monthly installments of $1,922 and bearing an interest rate of 4.0% and expiring in May 2032.  $270   $282 
    270    378 
Less current portion   (12)   (108)
Other Long-Term Notes, excluding current portion  $258   $270 

 

Other Long-Term Notes mature as follows:

 

Year ending December 31:  (In thousands) 
2018  $12 
2019   12 
2020   13 
2021   13 
Thereafter   220 
   $270 

 

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7.Accounts Payable and Accrued Liabilities

 

Accounts payable and accrued expenses are comprised of the following:

 

   December 31, 
   2017   2016 
   (In thousands) 
Trade accounts payable and accrued purchases  $740   $630 
Accrued payroll   121    124 
Accrued 401K company matching contribution   143    129 
Accrued expenses – other   213    192 
   $1,217   $1,075 

 

8.Income Taxes

 

The Company’s income tax provision consists of the following:

 

   Years Ended December 31, 
   2017   2016 
         
Current:          
Federal  $   $ 
State        
           
Deferred:          
Federal        
State        
           
Total  $   $ 

 

A reconciliation of the income tax provision computed at the statutory Federal income tax rate to our effective income tax rate follows (in percent):

 

   Years Ended 
   December 31, 
   2017   2016 
Federal statutory rate   (34)%   (34)%
State statutory rate   (7)   (7)
Reduction in Federal rate due to tax   reform   259     
Change in Valuation Allowance   (214)   43 
Permanent Differences   (2)   (2)
Effective income tax rate   0%   0%

 

At December 31, 2017 and 2016, the Company had estimated Federal net operating loss carry forwards of approximately $9,435,000 and $9,194,000, respectively and State net operating loss carry forwards of approximately $5,977,000 and $4,969,000, respectively. These tax loss carry forwards expire at various dates through 2037.

 

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Internal Revenue Code Section 382 places a limitation on the utilization of Federal net operating loss and other credit carry forwards when an ownership change, as defined by the tax law, occurs. Generally, this occurs when a greater than 50 percentage point change in ownership occurs. Accordingly, the actual utilization of the net operating loss and carryforwards for tax purposes may be limited annually to a percentage (based on the risk free interest rate) of the fair market value of the Company at the time of any such ownership change. The Company has not prepared an analysis of ownership changes but does not believe that a greater than 50% change of ownership has occurred and such limitations would not apply to the Company.

 

The Tax Cuts and Jobs Act was enacted on December 22, 2017. The Tax Act eliminates alternative minimum taxes and lowers the U.S. federal corporate income tax from 34% to 21% effective January 1, 2018. The Company remeasured its net deferred tax assets using the new Federal Tax Rate and posted a one-time reduction of $1,765,000 in deferred tax assets and $1,765,000 to the valuation allowance to reflect the lower realization rate to be applied commencing in 2018.

 

Deferred tax assets (liabilities) are comprised of the following:

 

   December 31, 
   2017   2016 
   (In thousands) 
Account receivable reserves  $4   $6 
Inventory reserves   685    944 
Inventory capitalization   101    129 
Depreciation   291    401 
Loss carry forwards   2,371    3,435 
Gross deferred tax assets   3,452    4,915 
Valuation allowance   (3,452)   (4,915)
Net deferred tax asset  $   $ 

 

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 that is consistent with the plans and estimates management is using 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, 2017. 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 December 31, 2017 and 2016, the Company concluded it was more likely than not that it would not be able to realize any portion of the benefit on the deferred tax assets and the valuation allowance was increased by $302,000 and $151,000, respectively, to provide a full valuation against the deferred tax assets.

 

The Company files income tax returns in the United States, which typically provides for a three-year statute of limitations on assessments. The Company is no longer subject to federal, state or local income tax examinations by tax authorities for the years before 2014.

 

The guidance for accounting for uncertainties in income taxes requires that we recognize the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. There were no unrecognized tax benefits that impacted our effective tax rate and accordingly, there was no material effect to our financial position, results of operations or cash flows.

 

Our policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense. To date, there have been no interest or penalties charged to us in relation to the underpayment of income taxes.

 

We do not anticipate that our unrecognized tax benefits will significantly increase in the next 12 months.

 

9.Equity Compensation Program and Stock-based Compensation

 

a.2010 Equity Compensation Program

 

The Company’s 2010 Equity Compensation Program provides for grants of options, stock appreciation rights and restricted stock awards to employees, officers, directors, and others who render services to the Company. The Program is comprised of four parts including: (i) the Incentive Stock Option Plan which provides for grants of “incentive stock options”, (ii) the Supplemental Stock Option Plan which provides for grants of stock options that shall not be “incentive stock options”, (iii) the Stock Appreciation Rights Plan which allows the granting of stock appreciation rights and, (iv) the Restricted Stock Award Plan which provides for the granting of restrictive shares of Common Stock and restricted stock units. The plan is administered by the Compensation Committee of the Board of Directors. Under this plan, an aggregate of up to 4,000,000 shares of common stock may be granted.

 

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b.2000 Equity Compensation Program

 

The Company’s 2000 Equity Compensation Program expired on June 2, 2010. All outstanding grants of options, stock appreciation rights and performance shares issued under the Program will remain outstanding and shall expire on the date determined by the terms of the original grant. The latest date of expiration for outstanding grants under the plan is March 28, 2020.

 

c.Stock Option Expense

 

The Company's results for the years ended December 31, 2017 and 2016 include stock-based compensation expense for stock option grants totaling $60,000 and $30,000, respectively. Such amounts have been included in the Consolidated Statements of Operations within cost of goods sold ($17,000 for 2017 and $7,000 for 2016), and selling, general and administrative expenses ($43,000 for 2017 and $23,000 for 2016).

 

As of December 31, 2017 and 2016, there were $89,000 and $49,000 of unrecognized compensation costs, net of estimated forfeitures, related to non-vested stock options, which are expected to be recognized over a weighted average period of approximately 1.4 years and 1.5 years, respectively.

 

The weighted average estimated fair value of stock options granted in the two years ended December 31, 2017 and 2016 was $0.56 and $0.34, respectively. The Company uses the Black-Scholes option pricing model to calculate the grant-date fair value of an option award. The Company assumes a dividend yield of zero, as the Company has not paid dividends in the past and does not expect to in the foreseeable future. The expected volatility is based upon the historical volatility of our common stock which the Company believes results in the best estimate of the grant-date fair value of employee stock options because it reflects the market’s current expectations of future volatility. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of the grant with maturity dates approximately equal to the expected life at the grant date. The expected life is based upon the period of expected benefit based on the Company’s evaluation of historical and expected future employee exercise behavior.

 

The following range of weighted-average assumptions were used for to determine the fair value of stock option grants during the years ended December 31, 2017 and 2016:

 

   Years Ended 
   December 31, 
   2017   2016 
Dividend yield   %   %
Volatility   133 - 134%   128%
Risk-free interest rate   2.2 - 2.3%   2.1%
Expected life   10 years    10 years 

 

d.Stock Option Activity

 

A summary of the Company’s outstanding stock options as of and for the years ended December 31, 2017 and 2016 is presented below:

 

           Weighted     
           Average     
       Weighted   Remaining     
       Average   Contractual   Aggregate 
       Exercise   Term   Intrinsic 
   Options   Price   (In Years)   Value(a) 
Outstanding as of January 1, 2016   699,604   $.71           
Granted   163,500    .35           
Exercised                  
Forfeited /Expired   (102,890)  $.92           
Outstanding as of December 31, 2016(b)   760,214   $.60    4.8    109,168 
Granted   180,000    .58           
Exercised   (8,333)   .25           
Forfeited /Expired   (28,873)   1.09           
Outstanding as of December 31, 2017b)   903,008   $.58    5.2    648,410 
                     
Exercisable as of December 31, 2017   572,513   $.65    3.7    288,789 

 

(a) Intrinsic value for purposes of this table represents the amount by which the fair value of the underlying stock, based on the respective market prices as of December 31, 2017 exceeds the exercise prices of the respective options. All of the options used in the calculation of the aggregate intrinsic value for outstanding options are exercisable as of December 31, 2017.

 

(b) Based on the Company’s historical forfeiture rate, the number of options expected to vest is the same as the total outstanding at December 31, 2017.

 

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The following table represents non-vested stock options granted, vested, and forfeited for the year ended December 31, 2017.

 

Non-vested Options  Options   Weighted-Average Grant-
Date Fair Value - $
 
Non-vested - January 1, 2017   272,167    .28 
Granted   180,000    .56 
Vested   (121,672)   .27 
Forfeited        
Non-vested – December 31, 2017   330,495    .44 

 

The total weighted average grant date fair value of options vested during the years ended December 31, 2017 and 2016, was $34,000 and $21,000, respectively.

 

The following table summarizes information about stock options outstanding at December 31, 2017:

 

   Options Outstanding   Options Exercisable 
       Weighted             
       Average   Weighted       Weighted 
       Remaining   Average       Average 
Range of  Number   Contractual   Exercise   Number   Exercise 
Exercise Price  Outstanding   Life in Years   Price   Outstanding   Price 
$0.18 - $0.35   411,667    7.1   $.29    261,172   $.28 
$0.50 - $1.00   476,400    4.8   $.80    296,400   $.93 
$1.50 - $1.75   14,941    1.1   $1.75    14,941   $1.75 

 

10.Net (Loss) per Share

 

Basic income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding. Diluted 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 year ended December 31, 2017, a total of 2,500,000 anti-dilutive common shares issuable upon conversion of outstanding convertible notes and 1,875,000 common shares underlying warrants issuable upon conversion of outstanding related party convertible notes have been excluded from the diluted computation of net loss per share because their effect is anti-dilutive. In addition, 903,008 common stock equivalents related to outstanding options have been excluded from the diluted computation because their effect is anti-dilutive.

 

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For the year ended December 31, 2016, all common equivalent shares outstanding have been excluded from the diluted computation because their effect is anti-dilutive. This included 760,214 common stock equivalents related to outstanding options, in addition to 2,500,000 common shares and 1,875,000 common shares underlying warrants issuable upon conversion of outstanding related party convertible notes.

 

11.Commitments

 

a.Lease commitments

 

The Company occupies approximately 42,000 square feet of space located at 181 Legrand Avenue, Northvale, New Jersey pursuant to a net lease. Under the terms of the lease, the Company is obligated for all real estate taxes, maintenance and operating costs of the facility. The lease for the Northvale facility was renewed for a term of two years from June 1, 2015 to May 31, 2017 along with options to renew the lease for two additional one year terms running through May 31, 2019, at substantially the same terms. In 2017, the Company exercised its option to renew the Northvale lease for an additional one year term running through May 31, 2018. The Company intends to exercise the option to renew the lease for a one-year term through May 31, 2019, prior to the end of the current lease term.

 

The Company’s total rent expense for the year ended December 31, 2017 and 2016 was $283,000 and $284,000, respectively.

 

The Company also paid real estate taxes and insurance premiums under the terms of the lease that totaled approximately $91,000 in 2017 and $89,000 in 2016.

 

Future minimum annual rentals which cover the remaining lease terms, excluding uncommitted option renewal periods at December 31, 2017, total $117,942.

 

b.Retirement plans

 

The Company maintains a 401(k) savings plan (the “Plan”) for all eligible employees (as defined in the plan). The 401(k) plan allows employees to contribute up to 70% of their compensation on a salary reduction, pre-tax basis up to the statutory limitation. The 401(k) plan also provides that the Company, at the discretion of the Board of Directors, may match employee contributions based on a pre-determined formula.

 

In 2017, the Company’s 401(k) matching contribution for employees was $123,706. This will be funded by way of a contribution of 148,381 shares of the Company’s common stock, which will be issued to the Plan in April, 2018. In 2016, the Company’s 401(k) matching contribution for employees was $124,289. This was funded by way of a contribution of 356,323 shares of the Company’s common stock, which were issued to the Plan in April 2017. The Company records the distribution of the common shares in the Consolidated Statement of Shareholders’ Equity as of the date of distribution to the 401(k) plan administrator.

 

12.Product Sales, Foreign Sales and Sales to Major Customers

 

The Company’s export sales, which are primarily to customers in countries within Europe, Israel, Asia and Japan, amounted to approximately 32.5% and 23.1% of product sales in 2017 and 2016, respectively.

 

The Company had sales to three major customers which accounted for approximately 34.6% of sales in 2017. One customer, a division of a major U.S. defense industry corporation that manufactures electro-optical systems for U.S. and foreign governments accounted for 14.8% of 2017 sales. The two other customers included one foreign-based and one domestic-based manufacturer of process control and metrology equipment whose sales represented 14.3% and 5.6% of sales, respectively. The same three customers represented 10.5%, 1.6% and 3.5%, of sales in 2016, respectively.

 

During the past two years, sales to the Company’s top five customers represented approximately 45.1%, and 37.8% of sales, respectively. Given the concentration of sales within a small number of customers, the loss of any of these customers would have a significant negative impact on the Company and its business units.

 

13.Shareholders’ Equity

 

a.Common shares reserved at December 31, 2017, are as follows:

 

2010 Equity compensation plan   4,000,000 
2000 Equity compensation plan   95,641 
Subordinated convertible notes   2,500,000 
Warrants issuable on conversion of Subordinated convertible notes   1,875,000 
    8,470,641 

 

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b.Warrants

 

The Company had no outstanding warrants as of December 31, 2017 and 2016.

 

14.Fair Value of Financial Instruments

 

The methods and assumptions used to estimate the fair value of the following classes of financial instruments were:

 

Current Assets and Current Liabilities: The carrying amount of cash, current receivables and payables and certain other short-term financial instruments approximate their fair value as of December 31, 2017 due to their short-term maturities.

 

Long-Term Debt: The fair value of the Company’s long-term debt, including the current portion, for notes payable and subordinated convertible debentures, was estimated using a discounted cash flow analysis, based on the Company’s assumed incremental borrowing rates for similar types of borrowing arrangements. The fair value of long-term debt is estimated to be $2,645,000 compared to its carrying amount of $2,770,000 as of December 31, 2017.

 

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