U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
May 19, 2015
Inrad Optics, Inc.
(Exact name of registrant as specified in
its charter)
New Jersey |
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000-11668 |
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22-2003247 |
(State or other
jurisdiction of
incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification
Number) |
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181 Legrand Avenue, Northvale, New Jersey |
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07647 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including
area code: (201) 767-1910
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure
The Company will commence
mailing of its 2014 Annual Report together with its Proxy Statement to shareholders, on or about May 19, 2015. A copy of the CEO’s
letter included in the Annual Report is attached hereto as Exhibit 99.1 and furnished herewith.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit 99.1 CEO’s
letter to Shareholders from its 2014 Annual Report.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Date: May 20, 2015 |
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By: |
/s/ William J. Foote |
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CFO, Secretary and Treasurer |
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Exhibit 99.1
To Our Valued Shareholders, Customers and
Employees
Last year at this time,
I described 2014 as a year planned to recalibrate the business for the current and future photonics marketplace. Positive transformational
change that produces long term growth and stability is not an easy task to achieve, but our business demanded it. We understood
the path forward would be challenging and complex, and our financial results for the year certainly support that assumption.
Our revenue for the
year was down sharply over the previous year, from $11.2M to $9.7M, a decrease of 13%. This was especially significant in the first
quarter of the year, when revenue was off 38% over the same quarter in 2013. There were two major factors that influenced our revenues
in the first half of the year. First, bookings were substantially affected in 2013 due to federal government budget sequestration
which resulted in reduced revenues on long lead time products; secondly, our fast-track move of the Florida production facility
into reconfigured space in New Jersey produced a short term decrease in shipments. I am, however, pleased to report that the Florida
consolidation was accomplished on time and on budget, due to careful and focused execution. The predicted savings due to the consolidation
began to be realized in Q3 and Q4 of last year.
More positively, new
orders increased 21.5% overall in 2014 as compared to the previous year. There were several areas of note:
| · | Defense sector bookings improved by 18% over 2013. There were increases from both prime contractors
and from a direct government contract. |
| · | Targeted efforts to build market share in the x-ray process control and metrology sector were effective
in converting five new customers in this niche but high value segment. Our capabilities in this sub-specialty are highly desired
as both novel and technically compelling. |
| · | We received a rare SBIR Phase III contract from the Department of Homeland Security to continue
our work on Stilbene for nuclear materials detection. We were also honored with an SBA Tibbett’s award in June for excellence
in commercialization of the stilbene technology. |
As a result of our
sales team’s hard work, backlog at year end increased 48% to $6.5M from $4.4M at the end of 2013. Backlog and new orders
together show forward progress in our recovery over 2013, but also highlight the execution of a strategic sales plan that will
continue to bear fruit this year and beyond.
Net loss for the business
totaled $2.5M, including a non-cash goodwill impairment of $312K in Q4. Looking at the quarterly breakout of the loss is informative;
Q1 and Q2 results account for $2.1M of the total annual loss. This clearly depicts the negative impact associated with the restructuring
efforts and the related reduction in revenues. Gross profit quarter over quarter improves from negative $136K and negative $141K
in the first two quarters of the year, to a positive $603K and $531K in the second two quarters of 2014. Coupled with our recently
released results that show a gross profit number of $692K in Q1 of 2015, I am confident we are tracking well against our plan to
create a more efficient, sustainable business.
Our year end cash position
of $1.0M is significantly below last year’s number of $2.5M. While the cash position was predicted as a function of the consolidation
and reduced shipments, we are cognizant of the need to add cash, even incrementally, to our balance sheet. We are carefully managing
expenses in order to best leverage our limited resources for positive effect in this regard.
I am optimistic that
we will continue our forward movement in 2015. Our Q1 results show a bottom line profitability of $18K; barely above breakeven,
but a positive sign none the less.
Operationally we are
improving as well; our engineering and production teams are working together to provide smart solutions to our customers. We are
building efficient production strategies for the shop floor, better balancing our production flow, and optimizing from both a materials
and a process standpoint. There is more work to be done, but the new, vertically integrated, cost efficient environment we have
created over the last year positions us well for success.
In closing, I look
forward to an exciting year ahead, building exceptional quality optics, crystals, and crystal based optical devices for laser and
other light based systems. Your continued support and engagement in the Inrad Optics business is essential and most appreciated
as we continue our journey.
Amy Eskilson
President and CEO
May 16, 2015
About Inrad Optics
Inrad Optics, Inc. 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 complimentary product areas - “Crystals and Devices”, “Custom Optics” and “Metal
Optics.”
The Company is a vertically integrated
organization 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 and in-process metrology expertise. 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.
Safe Harbor Statement under the Private
Securities Litigation Reform Act of 1995
The statements contained in this press
release that are not purely historical are forward looking statements within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Act of 1934. These statements may be identified by their use of forward-looking terminology
such as "believes", "expects", “should”, "will", "plan", “anticipate”,
“probably”, “targeting” or similar words. Such forward-looking statements, such as our expectation for
revenues, new orders, and improved results involve risks and uncertainties that could cause actual results to differ materially
from those projected. Risks and uncertainties that could cause actual results to differ materially from such forward looking statements
are, but are not limited to, uncertainties in market demand for the company's products or the products of its customers, future
actions by competitors, inability to deliver product on time, inability to develop new business, inability to retain key employees
or hire new employees, and other factors discussed from time to time in the Company's filings with the Securities and Exchange
Commission including our Annual Report on Form 10-K for the year ended December 31, 2014. The forward looking statements made in
this news release are made as of the date hereof and Inrad Optics, Inc. does not assume any obligation to update publicly any forward
looking statement.
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