UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
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OPTEX SYSTEMS HOLDINGS, INC.
FORM 10-Q
For the period ended April 2, 2023
INDEX
| PART I— FINANCIAL INFORMATION | F-1 | |
| Item 1. | Unaudited Condensed Consolidated Financial Statements | F-1 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 3 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 14 |
| Item 4. | Controls and Procedures | 14 |
| PART II— OTHER INFORMATION | 15 | |
| Item 1. | Legal Proceedings | 15 |
| Item 1A. | Risk Factors | 15 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 15 |
| Item 3. | Defaults Upon Senior Securities | 15 |
| Item 4. | Mine Safety Disclosures | 15 |
| Item 6. | Exhibits | 15 |
| SIGNATURE | 16 | |
| 2 |
Part 1. Financial Information
Item 1. Unaudited Condensed Consolidated Financial Statements
OPTEX SYSTEMS HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| F-1 |
Optex Systems Holdings, Inc.
Condensed Consolidated Balance Sheets
| (Thousands, except share and per share data) | ||||||||
| April 2, 2023 | October 2, 2022 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Cash and Cash Equivalents | $ | $ | ||||||
| Accounts Receivable, Net | ||||||||
| Inventory, Net | ||||||||
| Contract Asset | ||||||||
| Prepaid Expenses | ||||||||
| Current Assets | ||||||||
| Property and Equipment, Net | ||||||||
| Other Assets | ||||||||
| Deferred Tax Asset | ||||||||
| Right-of-use Asset | ||||||||
| Security Deposits | ||||||||
| Other Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable | $ | $ | ||||||
| Operating Lease Liability | ||||||||
| Federal Income Taxes Payable | ||||||||
| Accrued Expenses | ||||||||
| Accrued Selling Expense | ||||||||
| Accrued Warranty Costs | ||||||||
| Contract Loss Reserves | ||||||||
| Customer Advance Deposits | ||||||||
| Current Liabilities | ||||||||
| Other Liabilities | ||||||||
| Credit Facility | ||||||||
| Operating Lease Liability, net of current portion | ||||||||
| Other Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Equity | ||||||||
| Common Stock – ($ par, authorized, and shares issued and outstanding, respectively) | ||||||||
| Additional Paid in Capital | ||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||
| Stockholders’ Equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
| F-2 |
Optex Systems Holdings, Inc.
Condensed
Consolidated Statements of Operations
(Unaudited)
| (Thousands, except share and per share data) | ||||||||||||||||
| Three months ended | Six months ended | |||||||||||||||
| April 2, 2023 | April 3, 2022 | April 2, 2023 | April 3, 2022 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of Sales | ||||||||||||||||
| Gross Profit | ||||||||||||||||
| General and Administrative Expense | ||||||||||||||||
| Operating Income (Loss) | ( | ) | ( | ) | ||||||||||||
| Interest Expense | ( | ) | ( | ) | ||||||||||||
| Other Income (Expense) | ( | ) | ( | ) | ||||||||||||
| Income (Loss) Before Taxes | ( | ) | ( | ) | ||||||||||||
| Income Tax Expense (Benefit), net | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Net Income (Loss) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Basic income (loss) per share | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Weighted Average Common Shares Outstanding - basic | ||||||||||||||||
| Diluted income (loss) per share | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Weighted Average Common Shares Outstanding – diluted | $ | $ | $ | $ | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
| F-3 |
Optex Systems Holdings, Inc.
Condensed
Consolidated Statements of Cash Flows
(Unaudited)
(Thousands) Six months ended | ||||||||
| April 2, 2023 | April 3, 2022 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net Income (Loss) | $ | $ | ( | ) | ||||
| Adjustments to Reconcile Net Income (Loss) to Net Cash (used in) provided by Operating Activities: | ||||||||
| Depreciation and Amortization | ||||||||
| Stock Compensation Expense | ||||||||
| Deferred Tax | ( | ) | ||||||
| Accounts Receivable | ||||||||
| Inventory | ( | ) | ( | ) | ||||
| Contract Asset | ( | ) | ||||||
| Prepaid Expenses | ( | ) | ( | ) | ||||
| Leases | ||||||||
| Accounts Payable and Accrued Expenses | ||||||||
| Federal Income Taxes Payable | ( |
) | ||||||
| Accrued Warranty Costs | ||||||||
| Accrued Selling Expense | ||||||||
| Customer Advance Deposits | ( | ) | ||||||
| Estimated Contract Losses Accrued | ( | ) | ||||||
| Total Adjustments | ( | ) | ||||||
| Net Cash (used in) provided by Operating Activities | ( | ) | ||||||
| Cash Flows used in Investing Activities | ||||||||
| Purchases of Property and Equipment | ( | ) | ( | ) | ||||
| Net Cash used in Investing Activities | ( | ) | ( | ) | ||||
| Cash Flows provided by (used in) Financing Activities | ||||||||
| Borrowing from Credit Facility | ||||||||
| Cash Paid for Taxes Withheld on Net Settled Restricted Stock Unit Shares Issued | ( | ) | ( | ) | ||||
| Stock Repurchase | ( | ) | ||||||
| Net Cash provided by (used in) Financing Activities | ( | ) | ||||||
| Net (Decrease) Increase in Cash and Cash Equivalents | ( | ) | ||||||
| Cash and Cash Equivalents at Beginning of Period | ||||||||
| Cash and Cash Equivalents at End of Period | $ | $ | ||||||
| Supplemental Cash Flow Information: | ||||||||
| Non Cash Transactions: | ||||||||
| Treasury Stock Retired | ( | ) | ||||||
| Cash Transactions: | ||||||||
| Cash Paid for Taxes | ||||||||
| Cash Paid for Interest | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
| F-4 |
Optex Systems Holdings, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(Thousands, except share data)
(Unaudited)
| Three months ended April 2, 2023 | ||||||||||||||||||||||||||||
| Common | Additional | Total | ||||||||||||||||||||||||||
| Shares | Treasury | Common | Treasury | Paid in | Retained | Stockholders | ||||||||||||||||||||||
| Issued | Shares | Stock | Stock | Capital | Earnings | Equity | ||||||||||||||||||||||
| Balance at January 1, 2023 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Stock Compensation Expense | - | - | ||||||||||||||||||||||||||
| Taxes on Shares Issued for Vested Restricted Stock Units | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Unvested Shares Forfeited (1) | ( | ) | - | |||||||||||||||||||||||||
| Net Income | - | - | ||||||||||||||||||||||||||
| Balance at April 2, 2023 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Three months ended April 3, 2022 | ||||||||||||||||||||||||||||
| Common | Additional | Total | ||||||||||||||||||||||||||
| Shares | Treasury | Common | Treasury | Paid in | Retained | Stockholders | ||||||||||||||||||||||
| Issued | Shares | Stock | Stock | Capital | Earnings | Equity | ||||||||||||||||||||||
| Balance at January 2, 2022 | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||
| Stock Compensation Expense | - | - | ||||||||||||||||||||||||||
| Taxes on Shares Issued for Vested Restricted Stock Units | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Common Stock Repurchase (2) | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Cancellation of Treasury Shares | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Net Loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at April 3, 2022 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Six months ended April 2, 2023 | ||||||||||||||||||||||||||||
| Common | Additional | Total | ||||||||||||||||||||||||||
| Shares | Treasury | Common | Treasury | Paid in | Retained | Stockholders | ||||||||||||||||||||||
| Issued | Shares | Stock | Stock | Capital | Earnings | Equity | ||||||||||||||||||||||
| Balance at October 2, 2022 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Stock Compensation Expense | - | - | ||||||||||||||||||||||||||
| Vested Restricted Stock Units Issued Net of Tax Withholding | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Unvested Shares Forfeited (1) | ( | ) | - | |||||||||||||||||||||||||
| Net Income | - | - | ||||||||||||||||||||||||||
| Balance at April 2, 2023 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Six months ended April 3, 2022 | ||||||||||||||||||||||||||||
| Common | Additional | Total | ||||||||||||||||||||||||||
| Shares | Treasury | Common | Treasury | Paid in | Retained | Stockholders | ||||||||||||||||||||||
| Issued | Shares | Stock | Stock | Capital | Earnings | Equity | ||||||||||||||||||||||
| Balance at October 3, 2021 | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||||
| Stock Compensation Expense | - | - | ||||||||||||||||||||||||||
| Vested Restricted Stock Units Issued Net of Tax Withholding | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Common Stock Repurchase (2) | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Cancellation of Treasury Shares | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Net Loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at April 3, 2022 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| (1) | |
| (2) |
The accompanying notes are an integral part of these condensed consolidated financial statements
| F-5 |
Note 1 - Organization and Operations
Optex
Systems Holdings, Inc. (the “Company”) manufactures optical sighting systems and assemblies for the U.S. Department of Defense,
foreign military applications and commercial markets. Its products are installed on a variety of U.S. military land vehicles, such as
the Abrams and Bradley fighting vehicles, light armored and advanced security vehicles, and have been selected for installation on the
Stryker family of vehicles. The Company also manufactures and delivers numerous periscope configurations, rifle and surveillance sights
and night vision optical assemblies. Optex Systems Holdings’ products consist primarily of build to customer print products that
are delivered both directly to the military and to other defense prime contractors or commercial customers. The Company’s consolidated
revenues for the six months ended April 2, 2023 were derived from the U.S. government (
Note 2 - Accounting Policies
Basis of Presentation
Principles of Consolidation: The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Optex Systems, Inc. All significant inter-company balances and transactions have been eliminated in consolidation.
The condensed consolidated financial statements of Optex Systems Holdings included herein have been prepared by Optex Systems Holdings, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in conjunction with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.
These condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and the notes thereto included in the Optex Systems Holdings’ Form 10-K for the year ended October 2, 2022 and other reports filed with the SEC.
The accompanying unaudited interim condensed consolidated financial statements reflect all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of Optex Systems Holdings for the interim periods presented. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole. Certain information that is not required for interim financial reporting purposes has been omitted.
| F-6 |
Inventory: As of April 2, 2023 and October 2, 2022, inventory included:
| (Thousands) | ||||||||
| April 2, 2023 | October 2, 2022 | |||||||
| Raw Material | $ | $ | ||||||
| Work in Process | ||||||||
| Finished Goods | ||||||||
| Gross Inventory | $ | $ | ||||||
| Less: Inventory Reserves | ( | ) | ( | ) | ||||
| Net Inventory | $ | $ | ||||||
Concentration
of Credit Risk: Optex Systems Holdings’ accounts receivables as of April 2, 2023 consist of U.S. government agencies (
Accrued
Warranties: Optex Systems Holdings accrues product warranty liabilities based on the historical return rate against period shipments
as they occur and reviews and adjusts these accruals quarterly for any significant changes in estimated costs or return rates. The accrued
warranty liability includes estimated costs to repair or replace returned warranty backlog units currently in-house plus estimated costs
for future warranty returns that may be incurred against warranty covered products previously shipped as of the period end date. As of
April 2, 2023, and October 2, 2022, the Company had warranty reserve balances of $
| Three months ended | Six Months ended | |||||||||||||||
| April 2, 2023 | April 3, 2022 | April 2, 2023 | April 3, 2022 | |||||||||||||
| Beginning balance | $ | $ | $ | $ | ||||||||||||
| Incurred costs for warranties satisfied during the period | ( | ) | ( | ) | ( | ) | ||||||||||
| Warranty Expenses: | ||||||||||||||||
| Warranties reserved for new product shipped during the period(1) | ||||||||||||||||
| Change in estimate for pre-existing warranty liabilities(2) | ( | ) | ( | ) | ||||||||||||
| Warranty Expense | ||||||||||||||||
| Ending balance | $ | $ | $ | $ | ||||||||||||
| (1) | |
| (2) |
| F-7 |
Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.
Fair Value of Financial Instruments: Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of the financial statement presentation date.
The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, are carried at, or approximate, fair value as of the reporting date because of their short-term nature. The credit facility is reported at fair value as it bears market rates of interest.
The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value and requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions.
The accounting guidance establishes a hierarchy which requires an entity to maximize the use of quoted market prices and minimize the use of unobservable inputs. An asset or liability’s level is based on the lowest level of input that is significant to the fair value measurement. Fair value estimates are reviewed at the origination date and again at each applicable measurement date and interim or annual financial reporting dates, as applicable for the financial instrument, and are based upon certain market assumptions and pertinent information available to management at those times.
Revenue
Recognition: The
majority of the Company’s contracts and customer orders originate with fixed determinable unit prices for each deliverable
quantity of goods defined by the customer order line item (performance obligation) and include the specific due date for the
transfer of control and title of each of those deliverables to the customer at pre-established payment terms, which are generally
within thirty to sixty days from the transfer of title and control. We have elected to account for shipping and handling costs as
fulfillment costs after the customer obtains control of the goods. In addition, the Company has one ongoing service contract which
relates to optimized weapon system support (OWSS) and includes ongoing program maintenance, repairs and spare inventory support for
the customer’s existing fleet units in service during the duration of the contract. Revenue recognition for this program has
been recorded by the Company, and compensated by the customer, at fixed monthly increments over time, consistent with the defined
contract maintenance period. During the three and six months ended April 2, 2023, we recognized $
During
the three- and six-month periods ended April 2, 2023, we recognized revenue from customer deposit liabilities (deferred contract
revenue) of $
As of October 2, 2022 and April 2, 2023,
there was
| F-8 |
Contract
Loss Reserves: The Company records loss provisions in the event that the current estimated total revenue against a contract and
the total estimated cost remaining to fulfill the contract indicate a loss upon completion. When the estimated costs indicate a loss,
we record the entire value of the loss against the contract loss reserve in the period the determination is made. The Company has several
long-term fixed price contracts that are currently indicative of a loss condition due to recent inflationary pressures on material and
labor, combined with increased manufacturing overhead costs. Some of these long-term contracts have option year ordering periods ending
in February 2025 with deliveries that may extend into February 2026. As of April 2, 2023 and October 2, 2022, the accrued contract loss
reserves were $
Income
Tax/Deferred Tax: As of April 2, 2023 and October 2, 2022, Optex Systems, Inc. had a deferred tax asset valuation allowance of
($
The Company has potentially dilutive securities outstanding, which include unvested restricted stock units and unvested shares of restricted stock. The Company uses the Treasury Stock Method to compute the dilutive effect of any dilutive shares. Unvested restricted stock units and shares of restricted stock that are anti-dilutive are excluded from the calculation of diluted earnings per common share.
For the three months ended April 2, 2023, shares of unvested restricted stock (which convert to incremental shares) were included in the diluted earnings per share calculation. For the three months ended April 3, 2022, unvested restricted stock units and shares of unvested restricted stock (which convert to an aggregate of incremental shares) were excluded from the diluted earnings per share calculation due to the antidilutive effect of the net loss during the period.
For the six months ended April 2, 2023, shares of unvested restricted stock (which convert to an aggregate of incremental shares) were included in the diluted earnings per share calculation. For the six months ended April 3, 2022, unvested restricted stock units and shares of unvested restricted stock (which convert to an aggregate of incremental shares) were excluded from the diluted earnings per share calculation due to the antidilutive effect of the net loss.
Note 3 - Segment Reporting
The Company’s two reportable segments, Applied Optics Center and Optex Systems – Richardson (“Optex Systems”), are strategic businesses offering similar products to similar markets and customers; however, they are operated and managed separately due to differences in manufacturing technology, equipment, geographic location, and specific product mix. Applied Optics Center was acquired as a unit, and management at the time of the acquisition was retained.
The Applied Optics Center segment also serves as the key supplier of laser coated filters used in the production of periscope assemblies for the Optex Systems segment. Intersegment sales and transfers are accounted for at annually agreed to pricing rates based on estimated segment product cost, which includes segment direct manufacturing and general and administrative costs, but exclude profits that would apply to third party external customers.
| F-9 |
Optex Systems (OPX) – Richardson, Texas
Optex
Systems revenues are primarily in support of prime and subcontracted military customers. Military sales to prime and subcontracted
customers represented approximately
Optex
Systems is located in Richardson Texas, with leased premises consisting of approximately
Applied Optics Center (AOC) – Dallas, Texas
The
Applied Optics Center serves primarily domestic U.S. customers. Sales to commercial customers represented approximately
The
Applied Optics Center is located in Dallas, Texas with leased premises consisting of approximately
The financial tables below present information on the reportable segments’ profit or loss for each period, as well as segment assets as of each period end. The Company does not allocate interest expense, income taxes or unusual items to segments.
| Reportable Segment Financial Information (thousands) | ||||||||||||||||
| As of and for the three months ended April 2, 2023 | ||||||||||||||||
| Optex Systems Richardson | Applied Optics Center Dallas | Other (non-allocated costs and intersegment eliminations) | Consolidated Total | |||||||||||||
| Revenues from external customers | $ | $ | $ | $ | ||||||||||||
| Intersegment revenues | ( | ) | ||||||||||||||
| Total revenue | $ | $ | $ | ( | ) | $ | ||||||||||
| Interest expense | $ | $ | $ | $ | ||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | ||||||||||||
| Income (loss) before taxes | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Other significant noncash items: | ||||||||||||||||
| Allocated home office expense | $ | ( | ) | $ | $ | $ | ||||||||||
| Stock compensation expense | $ | $ | $ | $ | ||||||||||||
| Warranty expense | $ | $ | $ | $ | ||||||||||||
| Segment assets | $ | $ | $ | $ | ||||||||||||
| Expenditures for segment assets | $ | $ | $ | $ | ||||||||||||
| F-10 |
| Reportable Segment Financial Information (thousands) | ||||||||||||||||
| As of and for the three months ended April 3, 2022 | ||||||||||||||||
| Optex Systems Richardson | Applied Optics Center Dallas | Other (non-allocated costs and intersegment eliminations) | Consolidated Total | |||||||||||||
| Revenues from external customers | $ | $ | $ | $ | ||||||||||||
| Intersegment revenues | ( | ) | ||||||||||||||
| Total revenue | $ | $ | $ | ( | ) | $ | ||||||||||
| Interest expense | $ | $ | $ | $ | ||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | ||||||||||||
| Income (loss) before taxes | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Other significant noncash items: | ||||||||||||||||
| Allocated home office expense | $ | ( | ) | $ | $ | $ | ||||||||||
| Stock compensation expense | $ | $ | $ | $ | ||||||||||||
| Warranty expense | $ | $ | $ | $ | ||||||||||||
| Segment assets | $ | $ | $ | $ | ||||||||||||
| Expenditures for segment assets | $ | ( | ) | $ | $ | $ | ||||||||||
| Reportable Segment Financial Information (thousands) | ||||||||||||||||
| As of and for the six months ended April 2, 2023 | ||||||||||||||||
| Optex Systems Richardson | Applied Optics Center Dallas | Other (non-allocated costs and intersegment eliminations) | Consolidated Total | |||||||||||||
| Revenues from external customers | $ | $ | $ | $ | ||||||||||||
| Intersegment revenues | ( | ) | ||||||||||||||
| Total revenue | $ | $ | $ | ( | ) | $ | ||||||||||
| Interest expense | $ | $ | $ | $ | ||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | ||||||||||||
| Income (loss) before taxes | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Other significant noncash items: | ||||||||||||||||
| Allocated home office expense | $ | ( | ) | $ | $ | $ | ||||||||||
| Stock compensation expense | $ | $ | $ | $ | ||||||||||||
| Warranty expense | $ | $ | $ | $ | ||||||||||||
| Segment assets | $ | $ | $ | $ | ||||||||||||
| Expenditures for segment assets | $ | $ | $ | $ | ||||||||||||
| F-11 |
Reportable Segment Financial Information | ||||||||||||||||
| As of and for the six months ended April 3, 2022 | ||||||||||||||||
| Optex Systems Richardson | Applied Optics Center Dallas | Other (non-allocated costs and intersegment eliminations) | Consolidated Total | |||||||||||||
| Revenues from external customers | $ | $ | $ | $ | ||||||||||||
| Intersegment revenues | ( | ) | ||||||||||||||
| Total revenue | $ | $ | $ | ( | ) | $ | ||||||||||
| Interest expense | $ | $ | $ | $ | ||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | ||||||||||||
| Income (loss) before taxes | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Other significant noncash items: | ||||||||||||||||
| Allocated home office expense | $ | ( | ) | $ | $ | $ | ||||||||||
| Stock compensation expense | $ | $ | $ | $ | ||||||||||||
| Warranty expense | $ | $ | $ | $ | ||||||||||||
| Segment assets | $ | $ | $ | $ | ||||||||||||
| Expenditures for segment assets | $ | $ | $ | $ | ||||||||||||
Note 4 - Commitments and Contingencies
Non-cancellable Operating Leases
Optex Systems Holdings leases its office and manufacturing facilities for the Optex Systems, Inc., Richardson location and the Applied Optics Center Dallas location. The Company also leases certain office equipment under non-cancellable operating leases.
The
facility leased by Optex Systems Inc. located at 1420 Presidential Drive, Richardson, Texas consists of
The
facility leased by Applied Optics Center located at 9839 and 9827 Chartwell Drive, Dallas, Texas, consists of
| F-12 |
As of April 2, 2023, the remaining minimum lease and estimated CAM payments under the non-cancelable facility space leases are as follows:
Non-cancellable Operating Leases Minimum Payments
| (Thousands) | ||||||||||||||||||||
| Optex Richardson | Applied Optics Center | Office Equipment | Consolidated | |||||||||||||||||
| Fiscal Year | Facility Lease Payments | Facility Lease Payments | Lease Payments | Total Lease Payments | Total Variable CAM Estimate | |||||||||||||||
| 2023 Base year lease | $ | $ | $ | $ | $ | |||||||||||||||
| 2024 Base year lease | ||||||||||||||||||||
| 2025 Base year lease | ||||||||||||||||||||
| 2026 Base year lease | ||||||||||||||||||||
| 2027 Base year lease | ||||||||||||||||||||
| 2028 Base year lease | ||||||||||||||||||||
| 2029 Base year lease | ||||||||||||||||||||
| Total base lease payments | $ | $ | $ | $ | $ | |||||||||||||||
| Imputed interest on lease payments (1) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Total Operating Lease Liability(3) | $ | $ | $ | $ | ||||||||||||||||
| Right-of-use Asset(2) | $ | $ | $ | $ | ||||||||||||||||
| (1) | |
| (2) | |
| (3) |
Total
expense under both facility lease agreements for the three months ended April 2, 2023 and April 3, 2022 was $
Total
expense under both facility lease agreements for the six months ended April 2, 2023 and April 3, 2022 was $
| F-13 |
Note 5 - Debt Financing
Credit Facility — PNC Bank (formerly BBVA, USA)
On April 16, 2020, Optex Systems Holdings, Inc. and its subsidiary, Optex Systems, Inc. (collectively, the “Borrowers”) entered into a line of credit facility (the “PNC Facility”) with BBVA, USA. In June 2021, PNC Bank completed its acquisition of BBVA, USA and the bank name changed to PNC Bank (“PNC”). The substantive terms were as follows:
| ● | The
principal amount of the PNC Facility was $ | |
| ● | ||
| ● | The
PNC Facility contained commercially standard events of default including, but not limited to, not making payments when due; incurring
a judgment of $ | |
| ● | The PNC Facility was secured by a first lien on all of the assets of Borrowers. |
On
April 12, 2022, the Borrowers entered into an Amended and Restated Loan Agreement (the “PNC Loan Agreement”) with PNC, pursuant
to which the PNC Facility was decreased from $
On
November 21, 2022, the Borrowers issued an Amended and Restated Revolving Line of Credit Note (the “PNC Line of Credit Note”)
to PNC in connection with an increase of the PNC Facility from $
The PNC Line of Credit Note and PNC Loan Agreement contained customary events of default and negative covenants, including but not limited to those governing indebtedness, liens, fundamental changes, investments, and restricted payments. The PNC Facility was secured by substantially all of the operating assets of the Borrowers as collateral. The Borrowers’ obligations under the PNC Facility were subject to acceleration upon the occurrence of an event of default as defined in the PNC Line of Credit Note and PNC Loan Agreement.
As of October 2, 2022 and April 2, 2023, the outstanding balance under the PNC facility was
Credit Facility — Texas Capital Bank
On March 22, 2023, the Borrowers entered
into a Business Loan Agreement (the “Loan Agreement”) with Texas Capital Bank (the “Lender”), pursuant to which
the Lender will make available to the Borrowers a revolving line of credit in the principal amount of $
The commitment period for
advances under the Texas Capital Facility is twenty-six months expiring on
The
Loan Agreement contains customary events of default (including a
| F-14 |
The
outstanding balance under the Texas Capital Facility was $
2023 Equity Incentive Plan
On February 16, 2023, the Company’s shareholders approved the Company’s 2023 Equity Incentive Plan (the “2023 Plan”), under which shares of common stock are reserved for issuance. The 2023 Plan permits the grant of stock options, performance shares, performance units, restricted stock, restricted stock units and stock appreciation rights to officers, other employees, individuals engaged to become officers or employees, consultants, advisors and non-executive directors of the Company. In connection with the approval of the 2023 Plan, the Company’s 2016 Restricted Stock Unit Plan and 2009 Stock Option Plan were both canceled.
Restricted Stock and Restricted Stock Units issued to Officers and Employees
The following table summarizes the status of Optex Systems Holdings’ aggregate non-vested restricted stock and restricted stock units, with the latter granted under the Company’s 2016 Restricted Stock Unit Plan:
| Restricted Stock Units | Weighted Average Grant Date Fair Value | Restricted Stock | Weighted Average Grant Date Fair Value | |||||||||||||
| Outstanding at October 3, 2021 | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Vested | ( | ) | ( | ) | ||||||||||||
| Forfeited | ||||||||||||||||
| Outstanding at October 2, 2022 | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Vested | ( | ) | ( | ) | ||||||||||||
| Forfeited | ( | ) | ||||||||||||||
| Outstanding at April 2, 2023 | $ | $ | ||||||||||||||
On January 2, 2019, the Company granted and restricted stock units with a January 2, 2019 grant date to Danny Schoening and Karen Hawkins, respectively, vesting as of January 1 each year subsequent to the grant date over a three-year period at a rate of % in year one, and % each year thereafter. The stock price at grant date was $ per share. Effective December 1, 2021, the vesting terms of Danny Schoening’s Restricted Stock Unit (RSU) grant from January 2019 were revised as described below. The Company amortizes the grant date fair value of $ thousand to stock compensation expense on a straight-line basis across the three-year vesting period beginning on January 2, 2019. As of April 2, 2023, there was no unrecognized compensation cost relating to this award.
| F-15 |
On February 17, 2020, the Company granted restricted stock units to Bill Bates, General Manager of the Applied Optics Center. The restricted stock units vest as of January 1 each year subsequent to the grant date over a three-year period at a rate of % in year one, and % each year thereafter. The stock price at grant date was $ per share. The Company amortized the grant date fair value of $ thousand to stock compensation expense on a straight-line basis across the three-year vesting period beginning on February 17, 2020.
On April 30, 2020, the Board of Directors held a meeting and voted to increase the annual board compensation for the three independent directors from $to $with The total market value for the shares was $ thousand based on the stock price of $ as of April 30, 2020. The Company amortizes the grant date fair value to stock compensation expense on a straight-line basis across the -year vesting period beginning on April 30, 2020. On each of January 1, 2021, January 1, 2022, and January 1, 2023, of the restricted director shares vested. On February 16, 2022, of the unvested restricted shares were forfeited and cancelled when one of the independent directors departed the Board. As of April 2, 2023, there were unvested restricted shares outstanding.
The
Company entered into an amended and restated employment agreement with Danny Schoening dated December 1, 2021.
As of the December 1, 2021 modification date related to the third and final vesting date of the unvested restricted stock units held by Danny Schoening, there was no change in the fair value of the modified award as compared to the original award immediately prior to the modification date. The restricted stock units initially were certain to vest on January 1, 2022, but due to the modification, they were less certain to vest, contingent on a “change in control” occurring, which change in control, in case Mr. Schoening was terminated by the Company without cause or he resigns with good reason prior to such change in control, was required to occur prior to March 13, 2023. As of the modification date, there was $ thousand of unrecognized compensation cost associated with the original award. As a matter of expediency, the unrecognized compensation expense as of the modification date was fully expensed through January 1, 2022. There is no additional compensation expense associated with the modification of the restricted stock unit agreement.
On November 28, 2022, the Company entered into a new employment agreement with Danny Schoening which amended Mr. Schoening’s RSU Agreement, dated January 2, 2019, which had been previously amended as of December 1, 2021, by changing the third and final vesting date for the restricted stock units granted under such agreement from the “change of control date” to January 1, 2023.
On
January 4, 2022, the Company issued common shares to Karen Hawkins, CFO, and Bill Bates (AOC GM), net of tax withholding of $
On
January 4, 2023, the Company issued common shares to Danny Schoening, CEO, and Bill Bates (AOC GM), net of tax withholding of
$
See also “Note 8 – Subsequent Events.”
| F-16 |
Stock Based Compensation Expense
Equity compensation is amortized based on a straight-line basis across the vesting or service period as applicable. The recorded compensation costs for options and shares granted and restricted stock units awarded as well as the unrecognized compensation costs are summarized in the table below:
| Stock Compensation | ||||||||||||||||||||||||
| (thousands) | ||||||||||||||||||||||||
| Recognized Compensation Expense | Unrecognized Compensation Expense | |||||||||||||||||||||||
| Three months ended | Six months ended | As of period ended | ||||||||||||||||||||||
April 2, 2023 | April 3, 2022 | April 2, 2023 | April 3, 2022 | April 2, 2023 | October 2, 2022 | |||||||||||||||||||
| Restricted Shares | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Restricted Stock Units | ||||||||||||||||||||||||
| Total Stock Compensation | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
Note 7 - Stockholders’ Equity
Dividends
Common stock
| F-17 |
On
September 22, 2021, the Company announced authorization for a $
| Fiscal Period | Total number of shares purchased | Total purchase cost (thousands) | Average price paid per share (with commission) | Maximum dollar value that may yet be purchased under the plan (thousands) | ||||||||||||
| October 4, 2021 through October 31, 2021 | $ | $ | ||||||||||||||
| November 1, 2021 through November 28, 2021 | ||||||||||||||||
| November 29, 2021 through January 2, 2022 | ||||||||||||||||
| January 3, 2022 through January 30, 2022 | ||||||||||||||||
| January 31, 2022 through February 27, 2022 | ||||||||||||||||
| February 28, 2022 through April 3, 2022 | ||||||||||||||||
| April 4, 2022 through May 1, 2022 | ||||||||||||||||
| May 2, 2022 through May 29, 2022 | ||||||||||||||||
| May 30, 2022 through July 3, 2022 | ||||||||||||||||
| July 4, 2022 through July 25,2022 | ||||||||||||||||
| July 26, 2022 through August 13, 2022 | ||||||||||||||||
| Total shares repurchased period ended October 2, 2022 | $ | $ | $ | |||||||||||||
Furthermore,
on August 18, 2022, the Company announced the commencement of a tender offer to purchase up to $
As of April 2, 2023 and October 2, 2022, total outstanding common shares were and , respectively. As of April 2, 2023 and October 2, 2022, there were zero shares held in Treasury.
Note 8 - Subsequent Events
On
May 1, 2023, the Company granted an aggregate of
restricted stock units to eleven employees under its 2023 Equity Incentive Plan. The restricted stock units will vest at a rate of %
annually on the anniversary date of the grant and any unvested restricted stock units will be forfeited if employment terminates prior to the relevant vesting date. As of the grant date, the aggregate value of the restricted stock units was $
On May 3, 2023, the Board of Directors approved a grant of and performance shares to Danny Schoening, CEO, and Karen Hawkins, CFO, respectively. Each performance share represents a contingent right to receive one share of common stock. The performance shares vest in five equal increments if, in each case and during a five-year The fair value of the shares, yet to be determined, will be amortized across the performance period based on a Monte Carlo or binomial valuation model.
On May 9, 2023, the Board of Directors approved a grant of shares of restricted stock to independent board member Dayton Judd. The shares vest % on each of January 1, 2024 and January 1, 2025. As of the grant date, the fair value of the shares was $thousand, to be amortized on a straight-line basis through December 31, 2024.
| F-18 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to supplement and complement our audited condensed consolidated financial statements and notes thereto for the fiscal year ended October 2, 2022 and our unaudited consolidated financial statements and notes thereto for the quarter ended April 2, 2023, prepared in accordance with U.S. generally accepted accounting principles (GAAP). You are encouraged to review our consolidated financial statements in conjunction with your review of this MD&A. The financial information in this MD&A has been prepared in accordance with GAAP, unless otherwise indicated. In addition, we use non-GAAP financial measures as supplemental indicators of our operating performance and financial position. We use these non-GAAP financial measures internally for comparing actual results from one period to another, as well as for planning purposes. We will also report non-GAAP financial results as supplemental information, as we believe their use provides more insight into our performance. When a non-GAAP measure is used in this MD&A, it is clearly identified as a non-GAAP measure and reconciled to the most closely corresponding GAAP measure.
The following discussion highlights the principal factors that have affected our financial condition and results of operations as well as our liquidity and capital resources for the periods described. The operating results for the periods presented were not significantly affected by inflation.
Cautionary Note Regarding Forward-Looking Information
This Quarterly Report on Form 10-Q, in particular the MD&A, contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Any statements contained in this Quarterly Report on Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. When used in this Quarterly Report on Form 10-Q and other reports, statements, and information we have filed with the Securities and Exchange Commission (“Commission” or “SEC”), in our press releases, presentations to securities analysts or investors, or in oral statements made by or with the approval of an executive officer, the words or phrases “believes,” “may,” “will,” “expects,” “should,” “continue,” “anticipates,” “intends,” “will likely result,” “estimates,” “projects” or similar expressions and variations thereof are intended to identify such forward-looking statements.
These forward-looking statements represent our expectations, beliefs, intentions or strategies concerning future events, including, but not limited to, any statements regarding growth strategy; product and development programs; financial performance (including revenue and net income); backlog; expected timing of shipments; increases in the cost of materials and labor; labor shortages; follow-on orders; the impact of the COVID-19 pandemic; supply chain challenges; the continuation of historical trends; the sufficiency of our cash balances for future liquidity and capital resource needs; the expected impact of changes in accounting policies on our results of operations, financial condition or cash flows; anticipated problems and our plans for future operations; and the economy in general or the future of the defense industry.
We caution that these statements by their nature involve risks and uncertainties, certain of which are beyond our control, and actual results may differ materially depending on a variety of important factors. Some of these risks and uncertainties are identified in this Management’s Discussion and Analysis of Financial Condition and Results of Operations and the section “Risk Factors” in our Annual Report on Form 10-K and you are urged to review those sections. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete list of all potential risks or uncertainties.
We do not assume the obligation to update any forward-looking statement. You should carefully evaluate such statements in light of factors described in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K.
Background
Optex Systems, Inc. (Delaware) manufactures optical sighting systems and assemblies, primarily for Department of Defense applications. Its products are installed on various types of U.S. military land vehicles, such as the Abrams and Bradley fighting vehicles, light armored and armored security vehicles and have been selected for installation on the Stryker family of vehicles. Optex Systems, Inc. (Delaware) also manufactures and delivers numerous periscope configurations, rifle and surveillance sights and night vision optical assemblies. Optex Systems, Inc. (Delaware) products consist primarily of build-to-customer print products that are delivered both directly to the armed services and to other defense prime contractors. Less than 1% of today’s revenue is related to the resale of products substantially manufactured by others. In this case, the product would likely be a simple replacement part of a larger system previously produced by Optex Systems, Inc. (Delaware).
We are both a prime and sub-prime contractor to the Department of Defense. Sub-prime contracts are typically issued through major defense contractors such as General Dynamics Land Systems, Raytheon Corp., BAE, ADS Inc. and others. We are also a military supplier to foreign governments such as Israel, Australia and South American countries and as a subcontractor for several large U.S. defense companies serving foreign governments.
The Federal Acquisition Regulation is the principal set of regulations that govern the acquisition process of government agencies and contracts with the U.S. government. In general, parts of the Federal Acquisition Regulation are incorporated into government solicitations and contracts by reference as terms and conditions effecting contract awards and pricing solicitations.
| 3 |
Many of our contracts are prime or subcontracted directly with the Federal government and, as such, are subject to Federal Acquisition Regulation Subpart 49.5, “Contract Termination Clauses” and more specifically Federal Acquisition Regulation clauses 52.249-2 “Termination for Convenience of the Government (Fixed-Price)”, and 49.504 “Termination of fixed-price contracts for default”. These clauses are standard clauses on our prime military contracts and generally apply to us as subcontractors. It has been our experience that the termination for convenience is rarely invoked, except where it is mutually beneficial for both parties. We are currently not aware of any pending terminations for convenience or for default on our existing contracts.
In the event a termination for convenience were to occur, Federal Acquisition Regulation clause 52.249-2 provides for full recovery of all contractual costs and profits reasonably occurred up to and as a result of the terminated contract. In the event a termination for default were to occur, we could be liable for any excess cost incurred by the government to acquire supplies from another supplier similar to those terminated from us. We would not be liable for any excess costs if the failure to perform the contract arises from causes beyond the control and without the fault or negligence of the Company as defined by Federal Acquisition Regulation clause 52.249-8.
In addition, some of our contracts allow for government contract financing in the form of contract progress payments pursuant to Federal Acquisition Regulation 52.232-16, “Progress Payments”. As a small business, and subject to certain limitations, this clause provides for government payment of up to 90% of incurred program costs prior to product delivery. To the extent our contracts allow for progress payments, we intend to utilize this benefit, thereby minimizing the working capital impact on Optex Systems Holdings for materials and labor required to complete the contracts.
Recent Events
May 2023 Grants
On May 9, 2023, the Board of Directors approved a grant of 40,000 shares of restricted stock to independent board member Dayton Judd. The shares vest 50% on each of January 1, 2024 and January 1, 2025. As of the grant date, the fair value of the shares was $124 thousand, to be amortized on a straight-line basis through December 31, 2024.
On May 3, 2023, the Board of Directors approved a grant of 100,000 and 35,000 performance shares to Danny Schoening, CEO, and Karen Hawkins, CFO, respectively. Each performance share represents a contingent right to receive one share of common stock. The performance shares vest in five equal increments if, in each case and during a five-year performance period beginning on October 2, 2023, the average VWAP per share of common stock over a 30 consecutive trading day period equals or exceeds $3.70, $4.45, $5.35, $6.40, or $7.70. The fair value of the shares, yet to be determined, will be amortized across the performance period based on a Monte Carlo or binomial valuation model.
On May 1, 2023, the Company granted an aggregate of 39,000 restricted stock units to eleven employees under its 2023 Equity Incentive Plan. The restricted stock units will vest at a rate of 33.33% annually on the anniversary date of the grant and any unvested restricted stock units will be forfeited if employment terminates prior to the relevant vesting date. As of the grant date, the aggregate value of the restricted stock units was $117,000, which will be amortized across the three-year period on a straight-line basis.
Texas Capital Credit Facility
On March 22, 2023, the Company and its subsidiary, Optex Systems, Inc. (“Optex”, and with the Company, the “Borrowers”), entered into a Business Loan Agreement (the “Loan Agreement”) with Texas Capital Bank (the “Lender”), pursuant to which the Lender will make available to the Borrowers a revolving line of credit in the principal amount of $3 million (the “Credit Facility”). The commitment period for advances under the Credit Facility is twenty-six months expiring on May 22, 2025. We refer to the expiration of that time period as the “Maturity Date.” Outstanding advances under the Credit Facility will accrue interest at a rate equal to the secured overnight financing rate (SOFR) plus a specified margin, subject to a specified floor interest rate. The interest rate is currently at 7.501% per annum.
The Loan Agreement contains customary events of default (including a 25% change in ownership) and negative covenants, including but not limited to those governing indebtedness, liens, fundamental changes (including changes in management), investments, and restricted payments (including cash dividends). The Loan Agreement also requires the Borrowers to maintain a fixed charge coverage ratio of at least 1.25:1 and a total leverage ratio of 3.00:1. The Credit Facility is secured by substantially all of the operating assets of the Borrowers as collateral. The Borrowers’ obligations under the Credit Facility are subject to acceleration upon the occurrence of an event of default as defined in the Loan Agreement. The Loan Agreement further provides for a $125 thousand Letter of Credit sublimit.
The Credit Facility replaced the prior $2 million line of credit with PNC Bank, National Association.
NASDAQ Listing
On March 14, 2023, the Company’s shares of common stock were listed on the NASDAQ Capital Market under the ticker symbol “OPXS.”
| 4 |
2023 Equity Incentive Plan
On February 16, 2023, the Company’s shareholders approved the Company’s 2023 Equity Incentive Plan (the “2023 Plan”), under which 600,000 shares of common stock are reserved for issuance. The 2023 Plan permits the grant of stock options, performance shares, performance units, restricted stock, restricted stock units and stock appreciation rights to officers, other employees, individuals engaged to become officers or employees, consultants, advisors and non-executive directors of the Company. In connection with the approval of the 2023 Plan, the Company’s 2016 Restricted Stock Unit Plan and 2009 Stock Option Plan were both canceled.
Material Trends
Recent supply chain disruptions have strained our suppliers and extended supplier delivery lead times, affecting their ability to sustain operations. We anticipate market wide material shortages for paint and resin products as well as critical epoxies and chemicals used in our manufacturing process. In addition, we are seeing substantial increases in the costs of aluminum, steel and acrylic commodities, which has affected our net income in the first six months of fiscal year 2023 and is expected to continue to have a negative effect on our long-term fixed contracts over the next three years.
We have experienced significant material shortages during the three months ended October 2, 2022 and extending into the first six months of fiscal year 2023 from two significant suppliers of our periscope covers and housings. These shortages affect several of our periscope products at the Optex Richardson segment. The delays in key components, combined with labor shortages during the first half of fiscal year 2023, have negatively impacted our production levels and have pushed expected customer delivery dates into the second half of fiscal year 2023. We are aggressively seeking alternative sources and actively expediting our current suppliers for these components as well as increasing employee recruitment initiatives and overtime to attempt to mitigate any continuing risks to the periscope line. In addition, one of our major customers for the Applied Optics Center requested a significant schedule delay pushing their laser filter unit deliveries from the first half into the second half of fiscal year 2023. We are encouraged by recent improvements in supplier performance for the Optex Richardson segment periscope line which yielded increased revenue performance during the second quarter and anticipate a continuing trend of higher revenue for the segment in the third and fourth quarters.
In March 2023, we moved our line of credit from PNC Bank to Texas Capital Bank and increased our available line of credit to $3.0 million from the previous $2.0 million line with PNC. The increase in credit limit helps us meet our working capital requirements in light of the increased backlog and delay of revenues into the second half of fiscal year 2023. As supplier issues and labor shortages continue to abate, we anticipate increased revenue and working capital with a recovery expected by fiscal year end 2023. Based on our current backlog, we anticipate an overall increase for fiscal year 2023 revenues as compared to the 2022 levels.
We refer also to “Item 1. Business – Market Opportunity: U.S. Military” in our annual report on Form 10-K for the year ended October 2, 2022 for a description of current trends in U.S. government military spending and its potential impact on Optex, which may be material, including particularly the tables included in that section and disclosure on the significant reduction in spending for U.S ground system military programs, which has a direct impact on the Optex Systems Richardson segment revenue, all of which is incorporated herein by reference.
Results of Operations
Non-GAAP Adjusted EBITDA
We use adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) as an additional measure for evaluating the performance of our business as “net income” includes the significant impact of noncash valuation gains and losses on warrant liabilities, noncash compensation expenses related to equity stock issues, as well as depreciation, amortization, interest expenses and federal income taxes. We believe that Adjusted EBITDA is a meaningful indicator of our operating performance because it permits period-over-period comparisons of our ongoing core operations before the excluded items, which we do not consider relevant to our operations. Adjusted EBITDA is a financial measure not required by, or presented in accordance with, U.S. generally accepted accounting principles (“GAAP”).
Adjusted EBITDA has limitations and should not be considered in isolation or a substitute for performance measures calculated under GAAP. This non-GAAP measure excludes certain cash expenses that we are obligated to make. In addition, other companies in our industry may calculate Adjusted EBITDA differently than we do or may not calculate it at all, which limits the usefulness of Adjusted EBITDA as a comparative measure.
| 6 |
The table below summarizes our three-and six-month operating results for the periods ended April 2, 2023 and April 3, 2022, in terms of both the GAAP net income measure and the non-GAAP Adjusted EBITDA measure. We believe that including both measures allows the reader better to evaluate our overall performance.
| (Thousands) | ||||||||||||||||
| Three months ended | Six months ended | |||||||||||||||
| April 2, 2023 | April 3, 2022 | April 2, 2023 | April 3, 2022 | |||||||||||||
| Net Income (Loss) (GAAP) | $ | 479 | $ | (151 | ) | $ | 256 | $ | (122 | ) | ||||||
| Add: | ||||||||||||||||
| Federal Income Tax (Benefit) Expense | 128 | (40 | ) | 69 | (54 | ) | ||||||||||
| Depreciation | 85 | 75 | 166 | 147 | ||||||||||||
| Stock Compensation | 17 | 35 | 53 | 92 | ||||||||||||
| Interest Expense | 8 | - | 8 | - | ||||||||||||
| Adjusted EBITDA - Non GAAP | $ | 717 | $ | (81 | ) | $ | 552 | $ | 63 | |||||||
Our net income increased by $630 thousand to $479 thousand for the three months ended April 2, 2023, as compared to a net loss of ($151) thousand for the prior year period. Our adjusted EBITDA increased by $798 thousand to $717 thousand for the three months ended April 2, 2023, as compared to a loss of ($81) thousand for the prior year period.
Our net income increased by $378 thousand to $256 thousand for the six months ended April 2, 2023, as compared to a net loss of $(122) thousand for the prior year period. Our adjusted EBITDA increased by $615 thousand to $552 thousand for the six months ended April 2, 2023, as compared to $63 thousand for the prior year period.
The increase in the most recent three and six-month period net income and adjusted EBITDA is primarily driven by higher revenue and improved gross profit performance across both operating segments. Operating segment performance is discussed in greater detail throughout the following sections.
Results of Operations Selective Financial Information (Thousands) | ||||||||||||||||||||||||||||||||
| Three months ended | ||||||||||||||||||||||||||||||||
| April 2, 2023 | April 3, 2022 | |||||||||||||||||||||||||||||||
Optex Richardson | Applied Optics Center Dallas | Other (non-allocated costs and eliminations) | Consolidated | Optex Richardson | Applied Optics Center Dallas | Other (non-allocated costs and eliminations) | Consolidated | |||||||||||||||||||||||||
| Revenue from External Customers | $ | 3,053 | $ | 3,317 | $ | - | $ | 6,370 | $ | 2,078 | $ | 3,058 | $ | - | $ | 5,136 | ||||||||||||||||
| Intersegment Revenues | - | 130 | (130 | ) | - | - | 255 | (255 | ) | - | ||||||||||||||||||||||
| Total Segment Revenue | 3,053 | 3,447 | (130 | ) | 6,370 | 2,078 | 3,313 | (255 | ) | 5,136 | ||||||||||||||||||||||
| Total Cost of Sales | 2,614 | 2,333 | (130 | ) | 4,817 | 1,903 | 2,772 | (255 | ) | 4,420 | ||||||||||||||||||||||
| Gross Profit | 439 | 1,114 | - | 1,553 | 175 | 541 | - | 716 | ||||||||||||||||||||||||
| Gross Margin % | 14.4 | % | 32.3 | % | - | 24.4 | % | 8.4 | % | 16.3 | % | - | 13.9 | % | ||||||||||||||||||
| General and Administrative Expense | 796 | 125 | 17 | 938 | 716 | 156 | 35 | 907 | ||||||||||||||||||||||||
| Segment Allocated G&A Expense | (312 | ) | 312 | - | - | (298 | ) | 298 | - | - | ||||||||||||||||||||||
| Net General & Administrative Expense | 484 | 437 | 17 | 938 | 418 | 454 | 35 | 907 | ||||||||||||||||||||||||
| Operating Income (Loss) | (45 | ) | 677 | (17 | ) | 615 | (243 | ) | 87 | (35 | ) | (191 | ) | |||||||||||||||||||
| Operating Income (Loss) % | (1.5 | %) | 19.6 | % | - | 9.7 | (11.7 | )% | 2.6 | % | - | (3.7 | )% | |||||||||||||||||||
| Interest Expense | - | - | (8 | ) | (8 | ) | - | - | - | - | ||||||||||||||||||||||
| Net Income (Loss) before taxes | $ | (45 | ) | $ | 677 | $ | (25 | ) | $ | 607 | $ | (243 | ) | $ | 87 | $ | (35 | ) | $ | (191 | ) | |||||||||||
| Net Income (Loss) % | (1.5 | %) | 19.6 | % | - | 9.5 | % | (11.7 | )% | 2.6 | % | - | (3.7 | )% | ||||||||||||||||||
| 7 |
Results of Operations Selected Financial Info by Segment (Thousands) | ||||||||||||||||||||||||||||||||
| Six months ended | ||||||||||||||||||||||||||||||||
| April 2, 2023 | April 3, 2022 | |||||||||||||||||||||||||||||||
Optex Richardson | Applied Optics Center Dallas | Other (non-allocated costs and eliminations) | Consolidated | Optex Richardson | Applied Optics Center Dallas | Other (non-allocated costs and eliminations) | Consolidated | |||||||||||||||||||||||||
| Revenue from External Customers | $ | 4,672 | $ | 5,738 | $ | - | $ | 10,410 | $ | 3,934 | $ | 5,541 | $ | - | $ | 9,475 | ||||||||||||||||
| Intersegment Revenues | - | 245 | (245 | ) | - | - | 435 | (435 | ) | - | ||||||||||||||||||||||
| Total Segment Revenue | 4,672 | 5,983 | (245 | ) | 10,410 | 3,934 | 5,976 | (435 | ) | 9,475 | ||||||||||||||||||||||
| Total Cost of Sales | 4,073 | 4,312 | (245 | ) | 8,140 | 3,569 | 4,802 | (435 | ) | 7,936 | ||||||||||||||||||||||
| Gross Profit | 599 | 1,671 | - | 2,270 | 365 | 1,174 | - | 1,539 | ||||||||||||||||||||||||
| Gross Margin % | 12.8 | % | 27.9 | % | - | 21.8 | % | 9.3 | % | 19.6 | % | - | 16.2 | % | ||||||||||||||||||
| General and Administrative Expense | 1,659 | 225 | 53 | 1,937 | 1,359 | 264 | 92 | 1,715 | ||||||||||||||||||||||||
| Segment Allocated G&A Expense | (592 | ) | 592 | - | - | (534 | ) | 534 | - | - | ||||||||||||||||||||||
| Net General & Administrative Expense | 1,067 | 817 | 53 | 1,937 | 825 | 798 | 92 | 1,715 | ||||||||||||||||||||||||
| Operating Income (Loss) | (468 | ) | 854 | (53 | ) | 333 | (460 | ) | 376 | (92 | ) | (176 | ) | |||||||||||||||||||
| Operating Income (Loss) % | (10.0 | %) | 14.3 | % | - | 3.2 | % | (11.7 | )% | 6.3 | % | - | (1.9 | )% | ||||||||||||||||||