What changed in this filing

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Item 1. Business

2024-09-19 compared with 2023-09-14 · 220 added, 147 removed, 216 unchanged (63% of the section changed)

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(“LightPath”, the “Company”, “we”, “our”, or “us”) was incorporated under Delaware law in 1992 as the successor to LightPath Technologies Limited Partnership, a New Mexico limited partnership formed in 1989, and its predecessor, Integrated Solar Technologies Corporation, a New Mexico corporation formed in 1985.

Today, LightPath is a global company with major facilities in the United States, the People’s Republic of China and the Republic of Latvia.

Today, LightPath is a global company with facilities in the United States, the People’s Republic of China and the Republic of Latvia.

Our corporate headquarters is located in Orlando, Florida.

In November 2005, we formed LightPath Optical Instrumentation (Shanghai) Co., Ltd (“LPOI”), a wholly-owned subsidiary, located in Jiading, People’s Republic of China, which is primarily engaged in sales and support functions.

Historically, we operated with a focus on optical component manufacturing, and specifically on our leadership position as a precision molded lens manufacturer for visual light applications.

While still positioned as a component provider, we expanded our addressable market with the acquisition of ISP, a manufacturer of infrared optical components, in December 2016.

LPOI and LPOIZ

In November 2005, we formed LightPath Optical Instrumentation (Shanghai) Co., Ltd (“LPOI”), a wholly-owned subsidiary, located in Jiading, People’s Republic of China, which was primarily engaged in sales and support functions.

In December 2013, we formed LightPath Optical Instrumentation (Zhenjiang) Co., Ltd.

(“LPOIZ”), a wholly-owned subsidiary located in the New City district, of the Jiangsu province, of the People’s Republic of China.

LPOIZ’s manufacturing facility (the “Zhenjiang Facility”) serves as our primary manufacturing facility in China and provides a lower cost structure for production of larger volumes of optical components and assemblies.

LPOIZ’s manufacturing facility (the “Zhenjiang Facility”) serves as our manufacturing facility in China and provides a lower cost structure for production of larger volumes of optical components and assemblies.

Effective February 28, 2023, the legal entities of LPOI and LPOIZ were merged, with LPOIZ as the surviving company and the operations of the two companies were merged.

ISP and ISP Latvia

In December 2016, we acquired ISP Optics Corporation, a New York corporation (“ISP”), and its wholly-owned subsidiary, ISP Optics Latvia, SIA, a limited liability company founded in 1998 under the Laws of the Republic of Latvia (“ISP Latvia”).

ISP is a vertically integrated manufacturer offering a full range of infrared products from custom infrared optical elements to catalog and high-performance lens assemblies.

Since June 2019, ISP’s manufacturing operation has been located at our corporate headquarters facility in Orlando, Florida (the “Orlando Facility”).

ISP’s manufacturing operation is located at our corporate headquarters facility in Orlando, Florida (the “Orlando Facility”).

ISP Latvia is a manufacturer of high precision optics and offers a full range of infrared products, including catalog and custom infrared optics.

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In July 2023, we acquired Liebert Consulting, LLC, dba Visimid Technologies (“Visimid”), an engineering and design firm, specializing in thermal imaging, night vision and internet of things (“IOT”) applications.

Visimid provides design and consulting services for Department of Defense (“DoD”) contractors, commercial and industrial customers, and original equipment manufacturers (“OEMs”) for original new products.

Visimid provides design and consulting services for U.S.

Department of Defense (“DoD”) contractors, commercial and industrial customers, and original equipment manufacturers (“OEMs”) for original new products.

Visimid’s core competency is developing and producing custom thermal and night vision cores.

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Growth Strategy

Historically, we operated with a focus on optical component manufacturing, and specifically on our leadership position as a precision molded lens manufacturer for visual light applications.

While still positioned as a component provider, we expanded our addressable market with the acquisition of ISP, a manufacturer of infrared optical components, in December 2016.

Collectively, our operations lacked synergies, maintained a high cost structure, and lacked a defined path for capitalizing on the industry’s evolution and growth opportunities.

In March 2020, our Board of Directors (our “Board”) recruited Mr.

Sam Rubin, an industry veteran with a proven track record for delivering high growth through organic and inorganic means, to assume the role of Chief Executive Officer and to develop and implement a new strategy going forward.

In the fall of 2020, Mr.

Rubin led our Board and the leadership team in collaborative discussions with the purpose of defining a new comprehensive strategy for our business.

The collaborative strategic planning process included leaders from across the organization, detailed dialogs with customers, vendors and partners, and an in-depth analysis of the environment we are in, changes and trends in and around the use of photonics, and an analysis of our capabilities, strengths and weaknesses.

Throughout the process, we focused on developing a strategy that creates a unique and long-lasting value to our customers, and utilizes our unique capabilities and differentiators, both existing capabilities and differentiators, as well as new capabilities we acquire and develop organically.

Since our Chief Executive Officer, Mr.

Sam Rubin, joined the Company in 2020, we have been developing a new strategy that will transition the Company from a pure component manufacturer to a supplier of imaging subsystems and systems.

Our new strategic direction, which is based on our core technological differentiators such as our BlackDiamond glass (“BlackDiamond”) and proprietary molding technologies, significantly increases our value add to customers.

This transition, which is occurring both organically and through acquisitions, such as the July 2023 acquisition of Visimid Technologies, is positioning the Company for significant growth and higher profitability in coming years.

Understanding the shifts that are happening in the marketplace and the changes that come when a technology, like photonics, moves from being a specialty to being integrated into mainstream industries and applications, we redefined our strategic direction to provide our wide customer base with domain expertise in optics, and became their partner for the optical engine of their systems.

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We have been developing these partnerships by working closely with our customers throughout their design process, designing optical solutions that are tailored to their needs, often times using unique technologies that we own, and supplying the customer with a complete optical subsystem to be integrated into their product.

Such an approach builds on our unique, value-added technologies that we currently own, such as infrared materials, optical molding, fabrication, system design, and proprietary manufacturing technologies, along with other technologies that we may acquire or develop in the future, to create tailored solutions for our customers.

Our domain expertise and the extensive “know how” in optical design, fabrication, production and testing technologies will allow our customers to focus on their own development efforts, freeing them from the need to develop subject matter expertise in optics.

By providing the bridge into the optical solution world, we are able to partner with our customers on a long-term basis, create value for our customers, and capture that value through the long-term supply relationships we seek to develop.

Such an approach builds on our unique, value-added technologies that we currently own, such as infrared materials, optical molding, fabrication, system design, and proprietary manufacturing technologies, along with technologies that we acquired through the Visimid acquisition such as video processing, infrared camera integration and more.

Continually adding differentiating technologies is key to our strategy and we expect to continue to do so both organically and through acquisitions.

Examples of this strategic approach can be found in many of our recent new product lines.

We refer to these as LightPath 2.0 and 3.0, as that symbolizes the evolution of the Company.

LightPath 2.0 refers to our assemblies and LightPath 3.0 refers to our cameras and related subsystems and systems.

Our Mantis camera represents an innovation in imaging in both mid wave and long wave simultaneously, something made possible by our exclusive BlackDiamond materials licensed from the U.S.

Naval Research Laboratories (the “NRL”), and which has opened the door into markets such as fire detection and industrial furnace and boiler inspection.

The camera system we are developing as a sub system for Lockheed Martin is based on a unique and proprietary imaging technology.

There are many other exciting new products and projects currently in development and various stages of testing, all based similarly on key differentiating technologies that we are leveraging to transition from a component company to a solution provider.

The shift in strategy and product offerings also shifts the price range of our product portfolio and indirectly drives growth in and of itself.

Historically, as a pure component Company, the average selling prices (“ASPs”) of those products were measured in single dollars or tens of dollars, whereas with the development of our assemblies product line (i.e.

LightPath 2.0), ASPs for those products are measured in hundreds of dollars.

When we added cameras, subsystems and systems (LightPath 3.0), ASPs for those products are measured in thousands of dollars, and as much as $30,000 for our most advanced and recent version of the Mantis camera.

We expect this shift to start favorably impacting our financial results in future periods.

Organizational Alignment

Along with the development of a new strategic direction, we are focused on the execution of a complementary strategic plan.

First, we have taken steps to align the organization at all levels with the strategic plan.

Starting with a new leadership team that was recruited and put in place following Mr.

Rubin’s appointment as president and Chief Executive Officer (“CEO”), continuing with operational activities, such as refocusing our investments and expansion from a China focus to prioritizing the growth and development of our U.S.

and Latvia operations.

In furtherance of our strategic plan, we recently acquired Visimid in Texas resulting in immediate growth of our development and engineering team and capabilities through the addition of the Visimid team.

To execute our new strategic plan, we also need, among other things, a strong manufacturing and technical organization that provides the domain expertise in photonics from the design of an optical engineered solution tailored for the customer’s needs through the manufacturing, assembly and testing of such a sub-system.

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Such unique technologies include developing tailored and optimized optical coatings, and advanced fabrication techniques such as freeform optical components, custom materials not available elsewhere, and cutting edge optical design capabilities.

During fiscal year 2024, we took several important steps to align the organization to our new strategic direction.

Those steps include expanding the footprint of our manufacturing operations in Orlando and consolidating those operations previously in two separate buildings into a single building.

With this facility consolidation, we brought together certain operational functions of ISP and LightPath, which had remained separate since the acquisition of ISP in fiscal year 2017.

We also right-sized our China operation by consolidating two buildings in Zhenjiang into one and closed a sales office in Shanghai.

All of those, coupled with right-sizing the relevant parts of the organization have aligned our structure, systems and organization to our strategic direction and set the stage for significant future growth in the U.S.

In the longer term, we have identified capabilities and technologies that could be important differentiators, including, for example, optical detectors and active optical components such as lasers, motion systems, and more.

The aggregation of such unique technologies will allow us to differentiate our optical solutions, and provide customers with products that are tailored exactly to their needs.

In addition to the organizational alignment initiatives we are implementing, we have also executed a leadership transition and operational enhancements at our Chinese subsidiaries as discussed in more detail in Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations .

We believe that to be the preferred partner to fulfill the photonics needs of our customers, domain expertise in photonics is the key element.

The aggregation of such unique technologies is intended to allow us to differentiate our optical solutions and provide customers with products that are tailored exactly to their needs.

We believe that to be the preferred partner to fulfill the photonics needs of our customers, domain expertise and differentiating technologies in photonics are key elements.

Optics and photonics require multidisciplinary skills, including physics, mechanical engineering, material sciences, electrical engineering, and chemistry, among others.

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Knowing what can and cannot be produced, designing the architecture and detailed design of the optical system, including electrical and mechanical interfaces, choosing and executing advanced manufacturing technologies, and delivering both the engineering prototypes that are needed, as well as producing a high volume of goods for the long-term, are all part of the domain expertise required.

Additionally, to design the best solution for a customer, we not only need to know what can be produced and how to design it, we also must have unique capabilities that differentiate our solutions and allow us to design and produce a better solution that is more profitable than what may otherwise be available.

Along those lines, we continue to focus on developing new, innovative capabilities and technologies in all of our engineering and manufacturing groups, including systems design and testing, optical fabrication of components, material production, optical coatings, and electro mechanical design and production including the following:

Additionally, to design the best solution for a customer, we not only need to know what can be produced and how to design it, we also must have unique capabilities that differentiate our solutions.

Such technologies allow us to develop solutions and sub systems that outperform other solutions in size, weight, power, and cost.

Along those lines, we continue to focus on developing, acquiring and licensing new, innovative capabilities and technologies in all of our engineering and manufacturing groups, including systems design and testing, optical fabrication of components, material production, optical coatings, and electro mechanical design and production such as the following:

Infrared Imaging Technologies.

Our optical solutions strategy focuses around infrared imaging.

Infrared imaging is a growing market, with technology that is evolving at a fast rate, and in which we have distinct advantages, based on our core technologies.

Maintaining a technical leadership in infrared imaging and continually evolving and developing our technologies is key to maintaining, and to continue building and developing, a technical leadership, which translates to better products.

While the basis to our infrared technology originally centered around infrared materials and optics, it has become more than that.

As we evolve from a pure optics company to an integrator and solution provider, our differentiating technologies are evolving.

Those differentiating technologies are often times on a system or application level, rather than at the component or material level.

Some of those technologies are gained through acquisitions, such as Visimid, and some through organic growth and investment in internally funded R&D.

Recent examples of such system level capabilities include our development of a novel, unique approach to shutterless imaging that we can apply to any microbolometer, development of a technology for early detection of flames and fires using a combination of optical technologies and sophisticated image processing algorithms, and, most recently, our integration of AI accelerator hardware directly into the video pipeline of our cameras.

This allows customers to easily implement AI trained models directly into the video pipeline without the need for a GPU with a high power consumption, and without the need for much programming expertise.

Optical Assemblies and Testing .

As a company moving from optical components to solutions, doing more optical assemblies was a natural first step for us.

During the first couple of years of implementing our new strategic direction, our team expanded our optical assemblies business and capabilities considerably.

As our reputation in this segment grew, so did the level of complexity of assemblies and sub systems customers request of us.

This trend was recently amplified when we began making available our new, exclusive infrared glass materials, which enable customers to design systems that far exceed the performance of existing systems using conventional materials.

Often, the new systems requested by customers require us to develop new assembly and testing capabilities.

Each such new capability and technique we develop for such projects become another capability and technique we can market and offer to other customers.

We expect this will create self-perpetuating development opportunities as our new capabilities and techniques bring in more business that may, again, require continuing development of new techniques.

Materials play an important role in providing design flexibility and allow tradeoffs between optical performance, weight, and performance in varying conditions.

Traditionally, infrared applications have only a small number of materials, all of which are crystal based, with Germanium being the most commonly used material.

Over the last few years Lightpath has been investing in developing and commercializing our BlackDiamond glass as an alternative to using Germanium.

Over the last few years LightPath has been investing in developing and commercializing our BlackDiamond glasses (which are labeled with a “BD” prefix) as alternatives to using Germanium.

BD2, our first glass, has been in production for nearly 15 years.

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Additionally, in December 2021 we received an exclusive license from the U.S.

government for the Chalcogenide materials that have been developed in the U.S.

Naval Research Laboratories (“NRL”).

In addition to providing alternative to the use of Germanium, the new materials from NRL, which we are now in the process of commercializing, have unique advantages such as enabling multispectral imaging (imaging in two or more wavebands with one camera), and thermal and mechanical characteristics that enable customers to build better, lighter and smaller systems.

As the world looks to transition away from Germanium, in light of the supply chain liability coming from export restrictions and availability of Germanium, our exclusive family of BlackDiamond glass provides customers not only an alternative, but in fact significant advantages over using Germanium.

We believe that this creates a distinctive competitive advantage, which we are leveraging to both enter markets in a more aggressive way (such as defense), and as a stepping stone for our transition from components to solutions.

The importance of these materials and the role they play in providing an alternative to Germanium is also evident in the direct funding and support we are receiving from different government organizations.

As announced on several separate occasions, LightPath has received fundings from the U.S.

Department of Defense, Defense Logistics Agency, European Space Agency, and from the U.S.

Army, to name a few.

government for the Chalcogenide materials that have been developed by the NRL.

Following a two-year effort to transition those new materials into production, we began making available for commercial use some of those new materials, starting with the introduction of BDNL-4 in April 2024.

Our BlackDiamond materials offer multiple advantages over materials, such as Germanium, that have been traditionally used up until now.

Germanium is a key material used in infrared optics.

It is estimated that over 67% of the global Germanium supply originates out of China, with Russia being the second largest supplier.

Those two countries together control over 90% of the supply of Germanium and Gallium, two critical materials in infrared optics.

At the start of the war in Ukraine, all purchases of Germanium from vendors in Russia ceased and the Company has been purchasing Germanium only from vendors in China.

In July 2023, China announced export restrictions on those two materials.

Those export restrictions have significantly impacted the cost and supply of those materials in the west, with the cost increasing by more than 60%, as of June 2024.

Our BlackDiamond materials, which are made in the USA and produced from raw ingredients available from many countries all over the globe, offer an alternative to the use of Germanium in infrared systems.

Knowing that our materials are produced domestically and have a secure supply chain has been driving sales growth in our business and in particular in the defense sector.

In addition to providing an alternative to the use of Germanium, the new materials we licensed exclusively from the NRL have unique technical advantages compared to traditional materials.

One of those advantages is multispectral performance, meaning the glass can be used as an optical material in two or more wavebands in the infrared.

While conventionally infrared materials have been used in one band (Silicon used in mid wave band, Germanium in long wave band, etc.), our new BlackDiamond materials cover a very wide range of wavelengths, including all three infrared bands (short wave, mid wave and long wave) and some of the materials also work in the near infrared and even in part of the visible light band.

This in turn enables the development of true multispectral systems, ones in which one camera will be able to image in more than one waveband simultaneously.

The implications for this are very significant in the defense world, but also in the industrial world where, for example, a large range of temperatures to be measured translates to a need to image in both mid wave and long wave.

This is well within the capabilities of our Mantis camera because of its multispectral glass.

The second significant advantage our BlackDiamond materials have is their performance is less affected by changes in environmental temperature.

Similar to the way materials contract in low temperatures or expand in warm temperatures, the optical properties also change with temperature.

Specifically, the refractive index changes with temperature, which is called a thermo-optic coefficient.

A material such as Germanium has a high thermo optic coefficient of 400 ppm per change of one degree Celsius.

This means that when the temperature changes by 10 degrees, as an example, the lens loses focus and needs to be refocused.

Our BlackDiamond materials are carefully engineered to have very low thermo-optic coefficients, so that their optical power (refractive index) almost does not change when the ambient temperature changes.

Some materials such as BDNL-4 have a negative thermo optic coefficient, acting as a natural compensator when the temperature changes.

Other materials such as BDNL-8 have a thermo optic coefficient that is so close to zero, the standard test equipment cannot even measure it!

The combination of providing an alternative to the use of Germanium and Gallium, together with distinct technological advantages, make these materials which we own exclusively, a very desirable and key element in every future infrared system.

As described above in Growth Strategy , we take these unique advantages and leverage them to become not only the supplier of choice, but also to be producer of the subsystems and complete imaging solutions, a much larger part of the system then we previously had as a component manufacturer.

The importance of those materials, both from a supply chain liability perspective as well as from a technology leadership perspective has led to some significant collaborations and efforts together with various governmental groups, and in particular with the U.S.

As announced on several separate occasions, LightPath has received funded development contracts from the U.S.

DoD, the Defense Logistics Agency, the European Space Agency, and the U.S.

Army, among others.

Those fundings are all aimed at accelerating the qualification of the materials for use in their respective applications.

Lastly, the importance of the materials and how they align within our strategy can also be seen in our own products, with our first camera product, Mantis, being based on, and enabled by one of those exclusive and unique materials.

We continue to develop those technical capabilities and materials, both using internal funding and federal funding.

We expect infrared materials to continue to be an important technology in our portfolio

High precision molded lenses.

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This coating is currently available only at a small number of vendors, and is an example of a capability that we believe gives us a competitive advantage by allowing us to design better optical solutions.

Optical assembly and testing.

In recent years, we have invested significantly in capabilities for sub-system level lens assemblies and testing in two of our facilities.

Even more recently, we have added capabilities of active alignment, and extended testing including environmental testing, to support our growing business of optical assemblies and engineered solutions.

We expect to continue to invest in this area as activity grows, particularly in volume manufacturing and testing of assemblies.

Infrared Camera Cores:

While the lens assemblies that are customized for specific use cases or customers are mounted in front of the optical detector, the electronics, hardware and software behind the detector often needs to be customized.

Then all three (electronics, detector and optics) must be assembled and calibrated together to work properly.

Through the acquisition of Visimid in July 2023, LightPath has added to its technology portfolio the capabilities to customize entire imaging cores for cameras.

This includes designing the electronic hardware and software to specific form fit and function for the customer, assembling with LightPath lenses, and calibrating the entire camera core so it can ship ready for the customer to use.

New Product Development

Consistent with our strategic plan, we have focused our development efforts in fiscal years 2022 and 2023 on products, technologies and capabilities that allow us to provide better solutions using the most fit technology for each customer and with alignment to customer product lifecycle.

This includes developing unique materials, processing techniques, optical coating offerings and most recently, camera cores with unique capabilities.

An example of such a development is our Mantis, a broadband multispectral camera, and uncooled infrared camera that can image a large range of wavelengths, covering both mid wave and long wave, two wavebands that today require two separate cameras.

The advantage of a camera such as Mantis to the customer is the ability to do, in a cost-effective manner, imaging that today requires an expensive, cryogenically cooled camera.

Mantis’s technology presents opportunities for customers in areas such as industrial process monitoring, flame and fire detection and more.

The adoption rate of existing technology for many of those applications is more limited today because of its high cost.

A new, more cost effective technology such as Mantis is a prime example of enabling a new market as opposed to competing with existing installed bases of competing technology.

This innovation and leveraging our technologies is a pillar of our growth strategy and differentiation.

Consistent with our strategic plan, we have focused our development efforts in fiscal years 2023 and 2024 on products, technologies and capabilities that allow us to provide better solutions using the most optimal technology for each customer and with alignment to customer product lifecycle.

Different from years past, in 2024 most of our development efforts were either directly funded by customers, or largely overlapped with programs already being funded by customers.

Such funding sometimes takes place as direct funding, such as through the Defense Logistics Agency or other governmental awards to support development of specific technology of interest, or funding for product development that also generates intellectual property and know-how.

In 2024, much of our development efforts were directed around camera technology.

We have been developing new versions of existing cameras such as a version of our Mantis, including one which is used for furnace inspection and a version for long range detection, among others.

We also developed new camera products while working closely with Maris-Tech in Israel to integrate an AI accelerator hardware into our camera pipeline.

This AI accelerator made by Hailo (also in Israel), will enable our customers to easily deploy their own flavor of AI directly in the camera (true edge implementation, which we named EdgeIR).

In parallel to these new technologies we continue to invest in our core, classic technologies of materials and optical fabrication.

In 2024, we formally announced availability of the first of our new materials licensed from the NRL, BDNL-4.

BDNL-4 is unique because it has a negative thermo-optic coefficient, an attribute that is key in a-thermalization of optical systems.

These new materials have already landed us a new, exclusive new project for an airborne system, which, like the Lockheed Martin project, has the potential of leading to recurring annual revenue of $10 million or greater.

We generally rely on trade secret protection for technology we develop, but do pursue patents for certain of such technology.

In many cases the benefits of patent protection is offset by the requirement to disclose in detail the processes, and so we intend to apply for a patent only the case when we believe the patent is enforceable and does not compromise our trade secrets and intellectual properties developed over three decades.

We incurred expenditures for new product development of approximately $2.1 million during both fiscal years 2023 and 2022.

We incurred expenditures for new product development of approximately $2.4 million and $2.1 million during fiscal years 2024 and 2023, respectively.

In some cases, our product and technology development is supported through billing of engineering services, such as non-recurring engineering (“NRE”) fees.

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Our efforts are self-funded in all other cases.

As part of our product development and research and development efforts, we have over 60 employees with engineering and related advanced degrees located in our facilities in the U.S., China and Latvia.

Our facilities in Orlando, Florida, Dallas, Texas, and Zhenjiang, China are located in or near industrial technology campuses with substantial access to optical industry constituencies, including a major university.

As part of our product development and research and development efforts, we have numerous employees with engineering and related advanced degrees located in our facilities in the U.S., China and Latvia.

Our facilities in Orlando, Florida, Plano, Texas, and Zhenjiang, China are located in or near industrial technology campuses with substantial access to optical industry constituencies, including a major university.

This enables us and our staff to remain on the cutting edge of industry design trends and to enter into collaborative engagements.

Product Groups and Markets

Our revenues are categorized into three product groups:

PMOs, infrared products and specialty products.

These product groups are supported by our major product capabilities:

molded optics, thermal imaging optics, and custom designed optics, and the related assemblies.

Our PMO product group consists of visible precision molded optics with varying applications.

Our infrared product group is comprised of infrared optics, both molded and diamond-turned, and thermal imaging assemblies.

This product group also includes both conventional and CNC ground and polished lenses.

Between these two product groups, we have the capability to manufacture lenses from very small (with diameters of sub-millimeter) to over 300 millimeters, and with focal lengths from approximately 0.4 millimeters to over 2000 millimeters.

In addition, both product groups offer catalog and custom designed optics.

Our specialty product group is comprised of other value-added products, such as mounted lenses, optical assemblies, collimators, and NRE products, which consist of those products we develop pursuant to product development agreements that we enter into with customers.

Typically, customers approach us and request that we develop new products or applications utilizing our existing products to fit their particular needs or specifications.

The timing and extent of any such product development requests are outside of our control.

We are re-evaluating our product groups going into fiscal year 2024, with the addition of Visimid in July 2023.

Visimid’s revenue is generally derived from engineering services and infrared camera cores and assemblies.

PMO Product Group.

Aspheric lenses are known for their optimal performance.

Aspheric lenses simplify and shrink optical systems by replacing several conventional lenses.

However, aspheric lenses can be difficult and costly to machine.

Our glass molding technology enables the production of both low and high volumes of aspheric optics, while still maintaining the highest quality at an affordable price.

Molding is the most consistent and economical way to produce aspheres and we have perfected this method to offer the most precise molded aspheric lenses available.

Infrared Product Group.

We previously organized our products in three groups:

precision molded optics (“PMO”), infrared, and specialty products.

Revenues from product development agreements for engineering services were included in specialty products.

With our strategic transition into more value-added solutions, and the addition of Visimid in July 2023, we reorganized our products into four product groups:

infrared components, visible components, assemblies and modules, and engineering services.

Assemblies and modules were previously included in PMO, infrared or specialty products, depending on the lens type.

Infrared Components Product Group.

Our infrared product group is comprised of both molded and turned infrared lenses and assemblies using a variety of infrared glass materials.

This product group also includes both conventional and CNC ground and polished lenses.

Advances in chalcogenide materials have enabled compression molding for mid-wave (“MWIR”) and long-wave (“LWIR”) optics in a process similar to precision molded lenses.

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Molding is an excellent alternative to traditional lens processing methods particularly where volume and repeatability is required.

Through ISP, our wholly-owned subsidiary, we also offer germanium, silicon or zinc selenide aspheres and spherical lenses, which are manufactured by diamond turning.

We offer germanium, silicon or zinc selenide aspheres and spherical lenses, which are manufactured by diamond turning.

This manufacturing technique allows us to offer larger lens sizes and the ability to use other optical materials that cannot be effectively molded.

ISP’s capabilities increase our ability to meet complex optical challenges that demand more exotic optical substrate materials that are non-moldable, as well as larger size optics.

Our numerous manufacturing capabilities allow us to meet complex optical challenges that demand more exotic optical substrate materials that are non-moldable, as well as larger size optics.

We also have the ability to manufacture chalcogenide glass from which we produce infrared lenses.

We developed this glass and melt it internally to produce our Black Diamond glass, which has been trademarked, and is marketed as BD6.

We developed this glass and melt it internally to produce our BlackDiamond glass, which has been trademarked, and is marketed as BD6.

Historically, the majority of our thermal imaging products have been germanium-based, which is subject to market pricing and availability.

BD6 offers a lower-cost alternative to germanium, which we expect will benefit the cost structure of some of our current infrared products and allow us to expand our product offerings in response to the markets’ increasing requirement for low-cost infrared optics applications.

Overall, we anticipate continued growth for our infrared optics, particularly as BD6 continues to be adopted into new applications and new designs.

Infrared systems, which include thermal imaging cameras, temperature sensing, gas sensing devices, spectrometers, night vision systems, automotive driver awareness systems, such as blind spot detection, thermal weapon sights, and infrared counter measure systems, is an area that is growing rapidly and we are selling products that are utilized in a number of these applications.

As infrared imaging systems become widely available, market demand will increase as the cost of components decreases.

Our aspheric molding process is an enabling technology for the cost reduction and commercialization of infrared imaging systems utilizing smaller lenses because the aspheric shape of our lenses enables system designers to reduce the lens element in a system and provide similar performance at a lower cost.

In addition, there is a trend toward utilizing smaller size sensors in these devices which require smaller size lenses and that fits well with our molding technology.

Specialty Product Group.

We offer a group of custom specialty optics products and assemblies that take advantage of our unique technologies and capabilities.

These products include custom optical designs, mounted lenses, optical assemblies, and collimator assemblies.

During fiscal year 2024, we also formally announced availability of the first of our new materials licensed from the NRL, BDNL-4.

BDNL-4 is unique because it has a negative thermo-optic coefficient, an attribute that is key in a-thermalization of optical systems.

We have the capability to manufacture lenses from very small (with diameters of sub-millimeter) to over 300 millimeters, and with focal lengths from approximately 0.4 millimeters to over 2000 millimeters, utilizing our various manufacturing methods.

In addition, we offer both catalog and custom designed infrared optics.

Overall, we anticipate moderate growth for our infrared components, particularly as our germanium alternatives continue to be adopted into new applications and designs.

This product group also supports our assemblies and modules product group.

Visible Components Product Group.

Aspheric lenses are known for their optimal performance.

Aspheric lenses simplify and shrink optical systems by replacing several conventional lenses.

However, aspheric lenses can be difficult and costly to machine.

Our glass molding technology enables the production of both low and high volumes of aspheric optics, while still maintaining the highest quality at an affordable price.

Molding is the most consistent and economical way to produce aspheres and we have perfected this method to offer the most precise molded aspheric lenses available.

Assemblies and Modules Product Group.

Our assemblies and modules product group is comprised of other value-added products, including both infrared and visible components, such as mounted lenses, optical assemblies, collimator assemblies, and other custom specialty optics.

Collimator assemblies are utilized in applications involving light detection and ranging (“LIDAR”) technology for advanced driver assistance systems and autonomous vehicles, such as forklifts and other automated warehouse equipment.

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We design, build, and sell optical assemblies in markets for test and measurement, medical devices, military, industrial, and communications based on our proprietary technologies.

As infrared imaging systems become widely available, market demand will increase as the cost of components decreases.

In addition, there is a trend toward utilizing smaller size sensors in these devices which require smaller size lenses and that fits well with our molding technology.

Many of our optical assemblies consist of several products that we manufacture.

In connection with our new strategic direction and the expanding portfolio of products and services, we are evaluating the ways in which we may optimize the financial reporting of our product groups.

Engineering Services Product Group.

We develop products pursuant to development agreements that we enter into with customers.

Typically, customers approach us and request that we develop new products or applications utilizing our existing products to fit their particular needs or specifications.

The purpose of those engineering services that we offer is not only to provide purely engineering services for a customer, but also to engineer new products which we later manufacture for the customer.

The timing and extent of any such product development requests are unpredictable and outside of our control.

Sales and Marketing

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To align the organization to better serve our new solution strategy and for accountability of our key corporate objectives, we have made organizational changes designed to ensure customer satisfaction and operational efficiency.

Our organizational structure includes a product management function that enables the close coordination of supply with demand to help us leverage our core offerings and coordinate our engineering development efforts that will leverage and expand our portfolio of capabilities.

Our organizational structure includes a technical project management function that enables the close coordination of supply with demand to help us leverage our core offerings and coordinate our engineering development efforts that will leverage and expand our portfolio of capabilities.

We have recently incorporated our product management function within our go-to-market team to provide both internal and external support for growth of our thermal imaging product solutions portfolio.

We have also transitioned from a business unit focus to a unified global direct sales team that promotes the overall company portfolio and is standardized on a problem solving, needs analysis process.

The team recently went through Sandler Training to help with this shift and to empower action with improved communication techniques.

We have added technical program managers and product life cycle management (“PLCM”) to better support the new customized customer programs and the transition from prototype engineering to full scale manufacturing.

Sales Team & Channel.

We have aligned our sales engineering efforts to be account based and application focused.

We have taken a more proactive approach to our direct selling efforts to increase our customer engagement, especially within Europe, where we recently transitioned away from working exclusively through a distributor.

We have expanded our standard product offerings with the top two catalog companies for optics and photonics in the world which increases our exposure to new revenue opportunities.

In addition, we continue to enhance our website (www.lightpath.com), which is our main communication vehicle for broader promotion of our company, our value-add capabilities, our growing chalcogenide material portfolio, and similarly have optimized our social media assets.

We make use of digital and print media plus participate in many key industry associations and global trade shows.

We display our standard products, promote new innovative offerings and meet with industry influencers at a number of trade shows each year throughout North America, Europe and Asia.

We have taken a more proactive approach to our direct selling efforts to increase our customer engagement and allow for expansion of our solutions within current customers by expanding relationships.

We continue to enhance our website ( www.lightpath.com ), social media presence, email communications and our position as thought leaders in both optics and thermal imaging through these platforms.

We display our standard products, promote new innovative offerings and meet with industry influencers at a number of conferences each year throughout North America, Europe and Asia.

So far in 2024, we have participated in the SHOT Show in Las Vegas, the largest professional event for the sport shooting, hunting and outdoor industry in North America;

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SPIE DCS, AUVSI Xponential which promotes emerging technologies supporting autonomous vehicles, drones and robotics;

and Laser World of Photonics in both Munich, Germany and Shanghai, China.

and numerous other conferences in the EU as well as Asia.

These trade shows provide us an opportunity to further expand our brand, network to enhance business relationships and gain valuable insight into technology trends in our target markets.

The markets in which we compete in are generally highly competitive and highly fragmented.

As we continue our efforts to be viewed as a solutions provider and thought leader in the industries we serve, we continue to participate in these events, exhibiting and educating our current and potential customers.

The markets in which we compete are highly competitive and highly fragmented in their needs.

We compete with manufacturers of conventional spherical lenses and optical components, providers of aspheric lenses and optical components, and producers of optical quality glass.

While the global market for component supply is fragmented and highly competitive, we maintain advantages through our unique technologies that often build on our leadership in precision molded optics, as well as our vertical integration in infrared optics, from raw materials through assemblies and engineered solutions.

Engineered Solutions

The market for non-captive optical engineered solutions is emerging and competition will increase as companies such as LightPath begin transitioning their offerings from components to engineered solutions:

Engineered solutions companies.

While there are not many, companies such as Excelitas Technologies Corp.

and Jenoptik AG offer optical engineered solutions to the market, with a specific focus on solutions in visible and ultraviolet light bands, and with a vertical industry focus, such as life sciences and semiconductor systems.

Engineering firms.

Though less popular, in some cases customers prefer to work with engineering firms that provide design services, which then the customer produces or sub-contracts to third-party component manufacturers.

An example of such companies providing engineering services are Lighthouse Imaging, LLC, Optikos Corporation, and Photon Engineering, LLC.

In-house or captive design.

The most common approach today is for customers to design the optical system internally by the OEM.

This requires customers to have expertise in optical system and component design capabilities, along with knowledge of the most advanced available technologies, however limited the scope of their capabilities or the profitability of their solutions may be.

We believe that one of our key differentiators is our unique technologies that allow us to design better solutions.

Optical Components

PMO Product Group.

Our PMO products compete with conventional lenses and optical components manufactured from companies such as Asia Optical Co., Inc., Anteryon BV, Rochester Precision Optics, and Sunny Optical Technology (Group) Company Limited.

Aspheric lens system manufacturers include Panasonic Corporation, Alps Electric Co., Ltd., Hoya Corporation, as well as other competitors from China and Taiwan, such as E-Pin Optical Industry Co., Ltd., and Kinik Company.

Our aspheric lenses compete with lens systems comprised of multiple conventional lenses.

Machined aspheric lenses compete with our molded glass aspheric lenses.

The use of aspheric surfaces provides the optical designer with a powerful tool in correcting spherical aberrations and enhancing performance in state-of-the-art optical products.

However, we believe that our optical design expertise and our flexibility in providing custom high-performance optical components at a low price are key competitive advantages for us over competitors.

An additional competitive advantage is our ability to switch production between different facilities on different continents.

We do not depend on one facility and are able to move production in and out of China, which we believe creates a significant advantage by giving us supply chain continuity and an ability to adjust to customers’ geographical preferences.

Plastic molded aspheres and hybrid plastic/glass aspheric optics allow for high volume production, but primarily are limited to low-cost consumer products that do not place a high demand on performance (such as plastic lenses in disposable or mobile phone cameras).

Molded plastic aspheres appear in products that stress cost or weight as their measure of success over performance and durability.

Our low-cost structure allows us to compete with these lenses based on higher performance and durability from our glass lenses at only a small premium in price.

We do not compete in the market for plastic lenses unless a glass substitution presents a viable alternative.

Infrared Product Group.

In addition, we compete with providers of thermal imaging products that produce their own optical components and sensors.

While the global market for component supply is fragmented and highly competitive, we strive to maintain advantages through our unique technologies that often build on our leadership in precision molded optics, as well as our vertical integration in infrared optics, from raw materials through assemblies and engineered solutions, which can also contain sensors and electronics.

Pricing is currently challenging due to the fluctuating cost of raw materials that have generally been used to produce optical components such as germanium (Ge).

Our BlackDiamond materials offer supply chain risk mitigation as well as a price consistency alternative to both our customers and some of our competitors, allowing us to provide solutions to customers from raw materials to fully customized solutions.

Our size and scale allow us to address many opportunities that some of our much larger competitors are choosing to ignore.

Many of our competitors are companies of much larger size and scale, and prefer to produce products in massive quantities, whereas our capabilities allow us to address underserved markets that our larger competitors routinely abandon.

Engineered Solutions and Assemblies and Modules Product Groups.

As described earlier in regards to product groups, our engineering services and assemblies and modules product groups are tied together, such that one (engineering services) mostly feeds the other group (assemblies and modules).

As such, the competition for the two groups are also tied together and we will therefore address both groups together.

In those two product groups, we see three distinct types of competition.

The first is direct competitors, i.e.

companies like us that offer the ability to design from scratch, or modify an existing design of a sub-system or system, and deliver it all the way to production and recurring production deliveries.

Currently, we do not see much of such competition.

Some companies offer such services and the ability to deliver those designed units in production volumes, yet lack the breadth of knowledge and capabilities we have, both on the design side as well as the manufacturing.

We are able to leverage our vertical integration and detailed design on all aspects of the camera or assembly.

The second type of competition we see is standard products, which can be available to the customer without any customization.

Such products are available from many vendors, including those that offer a large catalog of standard assemblies, those that offer standard cameras with no customization, and others.

In standard products, the competition is very different, and customers must even compromise on performance, or adjust their system requirements to use a standard off the shelf product.

Since customers are always looking to improve their products vis a vis competition, and to push the limits and boundaries of performance, compromising for an off the shelf product is not a fit for such customers.

When customers look to use an off the shelf standard product versus a customized or modified product, they will often times compromise on size, weight, technical performance such as detection range, and power consumption.

Though for some customers those are acceptable compromises, we do not see this as a major competition or risk to our business model, as the market keeps demanding better performance in every aspect, which cannot easily be achieved with standard products alone.

The third type of competition we see within this product group is internal, within the customer’s organization.

Depending on the organization and context, there are situations where customers would look internally to their engineering groups, or other departments in their organization to design and build an optical system.

This approach was prevalent up until a few years ago, when many organizations still tried to do everything in house, including optical design and manufacturing.

In some organizations, and primarily some defense primes, this still exists.

However, as technology evolves, and as the customer base expands to include more customers who do not view optics as part of their core capabilities and know-how, more and more companies abandon the approach of designing everything in-house, and thus the internal type of competition is in decline.

Infrared Components Product Group.

Our infrared optical components compete with optical products produced by Janos Technology LLC, Ophir Optronics Solutions Ltd.

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We believe that leadership in glass molding technologies, our vertical integration by producing our own glass, and our continued investment in technology development in this area, coupled with our diverse manufacturing flexibility, and our manufacturing facilities located in Asia, Europe and North America are key advantages over the products manufactured by competitors.

Visible Components Product Group.

Our aspheric lenses compete with lens systems comprised of multiple conventional lenses.

Machined aspheric lenses compete with our molded glass aspheric lenses.

The use of aspheric surfaces provides the optical designer with a powerful tool in correcting spherical aberrations and enhancing performance in state-of-the-art optical products.

An additional competitive advantage is our ability to switch production between different facilities on different continents.

Molded plastic aspheres appear in products that stress cost or weight as their measure of success over performance and durability.

Our low-cost structure allows us to compete with these lenses based on higher performance and durability from our glass lenses at only a small premium in price.

We do not compete in the market for plastic lenses unless a glass substitution presents a viable alternative.

Manufacturing

Our manufacturing is largely performed in our combined 58,500 square feet of production facilities in Orlando, Florida, in LPOIZ’s combined 55,000 square feet of production facilities in Zhenjiang, China, and in ISP Latvia’s 29,000 square feet of production facilities in Riga, Latvia.

Effective June 1, 2024, LPOIZ reduced its facility to 39.500 square feet.

Our Orlando Facility and LPOIZ’s Zhenjiang Facility feature areas for each step of the manufacturing process, including coating work areas, diamond turning, manufacturing and a clean room for precision glass molding and integrated assembly.

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ISP Latvia’s Riga Facility consists of crystal growth, grinding, polishing, diamond turning, quality control departments and a mechanical shop to provide the departments with the necessary tooling.

The crystal growth department is equipped with multiple furnaces to grow water soluble crystals.

The grind and polish department has modern CNC equipment, lens centering and conventional equipment to perform spindle, double sided and continuous polishing operations.

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Base optical materials, used in both infrared glass and collimator products, are manufactured and supplied by a number of optical and glass manufacturers.

ISP utilizes major infrared material suppliers located around the globe for a broad spectrum of infrared crystal and glass.

The development of our manufacturing capability for BD6 glass provides a low-cost internal source for infrared glass.

We utilize major infrared material suppliers located around the globe for a broad spectrum of infrared crystal and glass.

The development of our manufacturing capability for BD6 glass and other germanium alternatives provides a low-cost internal source for infrared glass.

We believe that a satisfactory supply of such production materials will continue to be available, at reasonable or, in some cases, increased prices, although there can be no assurance in this regard.

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We are aggressively pursuing patents for new products that provide new features, capabilities or other advantages to our customers.

Over the past year we have filed 5 new patent applications.

Over the past two years we have filed 6 new patent applications.

The first filing uses a midwave thermal imaging camera with relay optics and a risley prism scanner for inspection of boilers and furnaces.

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The fifth filing is for a single camera that can detect a signaling laser such as a beacon in one wavelength, while imaging the heat emitted from objects in another waveband.

Our means of protecting our proprietary rights may not be adequate and our competitors may independently develop technology or products that are similar to ours or that compete with ours.

Patent, trademark, and trade secret laws afford only limited protection for our technology and products.

The laws of many countries do not protect our proprietary rights to as great an extent as do the laws of the United States (“U.S.”).

Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to obtain and use information that we regard as proprietary.

Third parties may also design around our proprietary rights, which may render our protected technology and products less valuable, if the design around is favorably received in the marketplace.

In addition, if any of our products or technology is covered by third-party patents or other intellectual property rights, we could be subject to various legal actions.

We cannot assure you that our technology platform and products do not infringe patents held by others or that they will not in the future.

Litigation may be necessary to enforce our intellectual property rights, to protect our trade secrets, to determine the validity and scope of the proprietary rights of others, or to defend against claims of infringement, invalidity, misappropriation, or other claims.

The sixth is for directed shutterless calibration by using pulsed infrared sources that can illuminate all pixels in the focal plane array with short pulses of light, which can then be used for non-uniformity correction.

We own several registered and unregistered service marks and trademarks (collectively, “marks”) that are used in the marketing and sale of our products.

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United States

August 12, 2024

February 12, 2025

Environmental and Governmental Regulation

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however, in the future, we may face difficulties in gathering information regarding our suppliers and the source of any such conflict minerals.

Concentration of Customer Risk

Major Customers

In fiscal year 2024, we had sales to three customers that comprised an aggregate of approximately 25% of our annual revenue with one customer at 12% of our sales, another customer at 7% of our sales, and the third customer at 6% of our sales.

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The loss of any of these customers, or a significant reduction in sales to any such customer, would adversely affect our revenues and profits.

However, the largest customer for fiscal year 2024 was not among the three largest for fiscal year 2023, which demonstrates that our customer concentration is not static.

We continue to diversify our business in order to minimize our sales concentration risk.

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In fiscal year 2023, 50% of our net revenue was derived from sales outside of the U.S., with 93% of our foreign sales derived from customers in Europe and Asia

As of June 30, 2023, we had 327 employees, of which 320 were full-time equivalent employees, with 111 in the U.S., including 106 located in Orlando, Florida and 5 working remotely from various locations, 99 located in Riga, Latvia, and 117 located in Zhenjiang, China.

Of our 320 full-time equivalent employees, we have 32 employees engaged in management, administrative, and clerical functions, 23 employees in new product development, 11 employees in sales and marketing, and 254 employees in production and quality control functions.

Our employees are critical in providing our customers the most innovative optic products.

We employ a diverse group of people with different backgrounds, cultures, education and experience to move the Company and our strategic plan forward.

As of June 30, 2024, we had 316 employees globally, including 304 full-time and 12 part-time employees, with 99 full-time employees in the U.S., 102 full-time employees located in Riga, Latvia, and 101 full-time employees located in Zhenjiang, China.

We have used and will continue utilizing part-time support, including interns, temporary employment agencies, and outside consultants, as required from time to time.

Any employee additions or terminations over the next twelve months will be dependent upon the actual sales levels realized during fiscal year 2025.

We have used and will continue utilizing part-time help, including interns, temporary employment agencies, and outside consultants, where appropriate, to qualify prospective employees and to ramp up production as required from time to time.

Compensation and Benefits

LightPath offers competitive compensation and benefit packages are designed to meet the short-term and long-term needs of our employees and their families.

These benefits include but are not limited to a 401(k) Plan with company match, flexible spending and health savings accounts, short-term incentive programs, healthcare benefits, and employee assistance program.

Sourcing and hiring top talent is part of our success.

Using different sources and partnerships to connect with talent has been crucial.

LightPath uses regional, industry and internal metrics to ensure we are staying competitive in the market.

Diversity and Inclusion Initiatives

LightPath is committed to being a diverse and equal opportunity employer.

We strive to create a diverse and inclusive workplace.

As a global company, we celebrate diversity.

All employment decisions are based on business need, basis of qualifications, performance and merit.

Employee Training

Employees start training on the first day of employment.

Depending on their new position, initial training can take up to six months.

All employees are given basic safety training for fire, hazardous materials, first aid, physical lifting, and accident prevention.

As changes are made to processes and new products are introduced, training is imperative.

All electronic training programs are assigned through a labor management system and completion records are maintained within the same system.

Available Information

We maintain a website with the address www.lightpath.com .

We are not including the information contained on our website as part of, or incorporating it by reference into, this Form 10-K.

Through our website, we make available free of charge our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and other reports and amendments to these reports that we file with or furnish to the Securities and Exchange Commission (“SEC”) in a timely manner after we provide them.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business