Optex Systems Holdings Inc 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 2, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______to______. OPTEX SYSTEMS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41644 90-0609531 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1420 Presidential Drive , Richardson , TX 75081-2439 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (972) 764-5700 Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.001 par value OPXS The Nasdaq Stock Market LLC Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act: Large Accelerated Filer ☐ Accelerated Filer ☐ Non-Accelerated Filer ☒ Smaller Reporting Company ☒ ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes ☐ No ☒ Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of August 16, 2023: 6,763,070 shares of common stock. OPTEX SYSTEMS HOLDINGS, INC. FORM 10-Q For the period ended July 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 15 Item 4. Controls and Procedures 15 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 16 Item 3. Defaults Upon Senior Securities 16 Item 4. Mine Safety Disclosures 16 Item 6. Exhibits 16 SIGNATURE 17 2 Part 1. Financial Information Item 1. Unaudited Condensed Consolidated Financial Statements OPTEX SYSTEMS HOLDINGS, INC. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JULY 2, 2023 (UNAUDITED) AND OCTOBER 2, 2022 F-2 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED JULY 2, 2023 (UNAUDITED) AND THE THREE AND NINE MONTHS ENDED JULY 3, 2022 (UNAUDITED) F-3 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED JULY 2, 2023 (UNAUDITED) AND THE NINE MONTHS ENDED JULY 3, 2022 (UNAUDITED) F-4 CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE THREE AND NINE MONTHS ENDED JULY 2, 2023 (UNAUDITED) AND FOR THE THREE AND NINE MONTHS ENDED JULY 3, 2022 (UNAUDITED) F-5 CONDENSED CONSOLIDATED FINANCIAL STATEMENT FOOTNOTES (UNAUDITED) F-6 F- 1 Optex Systems Holdings, Inc. Condensed Consolidated Balance Sheets July 2, 2023 October 2, 2022 (Thousands, except share and per share data) July 2, 2023 October 2, 2022 (Unaudited) ASSETS Cash and Cash Equivalents $ 314 $ 934 Accounts Receivable, Net 2,870 2,908 Inventory, Net 12,282 9,212 Contract Asset 336 - Prepaid Expenses 431 328 Current Assets 16,233 13,382 Property and Equipment, Net 1,083 968 Other Assets Deferred Tax Asset 762 942 Right-of-use Asset 2,863 3,222 Security Deposits 23 23 Other Assets 3,648 4,187 Total Assets $ 20,964 $ 18,537 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Accounts Payable $ 1,609 $ 706 Operating Lease Liability 616 604 Federal Income Taxes Payable - 331 Accrued Expenses 969 958 Accrued Selling Expenses 336 - Accrued Warranty Costs 241 169 Accrued Loss Reserves 133 289 Customer Advance Deposits 131 311 Current Liabilities 4,035 3,368 Other Liabilities Credit Facility 1,207 - Operating Lease Liability, net of current portion 2,406 2,761 Total Other Liabilities 3,613 2,761 Total Liabilities 7,648 6,129 Commitments and Contingencies Stockholders’ Equity Common Stock – ($ 0.001 par, 2,000,000,000 shares authorized, 6,763,070 and 6,716,638 shares issued and outstanding, respectively) 7 7 Additional Paid in Capital 21,172 21,096 Accumulated Deficit ( 7,863 ) ( 8,695 ) Stockholders’ Equity 13,316 12,408 Total Liabilities and Stockholders’ Equity $ 20,964 $ 18,537 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) July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 (Thousands, except share and per share data) Three months ended Nine months ended July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Revenue $ 7,172 $ 6,170 $ 17,582 $ 15,645 Cost of Sales 5,460 4,902 13,599 12,838 Gross Profit 1,712 1,268 3,983 2,807 General and Administrative Expense 960 758 2,897 2,473 Operating Income 752 510 1,086 334 Interest Expense 22 - 31 - Income Before Taxes 730 510 1,055 334 Income Tax Expense 154 82 223 28 Net Income $ 576 $ 428 $ 832 $ 306 Basic income per share $ 0.09 $ 0.05 $ 0.13 $ 0.04 Weighted Average Common Shares Outstanding - basic 6,643,070 8,187,318 6,607,593 8,223,492 Diluted income per share $ 0.09 $ 0.05 $ 0.13 $ 0.04 Weighted Average Common Shares Outstanding – diluted $ 6,686,211 $ 8,285,996 $ 6,642,604 $ 8,297,341 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) July 2, 2023 July 3, 2022 (Thousands) Nine months ended July 2, 2023 July 3, 2022 Cash Flows from Operating Activities: Net Income $ 832 $ 306 Adjustments to Reconcile Net Income to Net Cash (used in) provided by Operating Activities: Depreciation and Amortization 252 221 Stock Compensation Expense 134 127 Deferred Tax 180 340 Accounts Receivable 38 1,264 Inventory ( 3,070 ) ( 976 ) Contract Asset ( 336 ) - Prepaid Expenses ( 103 ) ( 62 ) Leases 17 73 Accounts Payable and Accrued Expenses 914 223 Federal Income Taxes Payable ( 331 ) - Accrued Warranty Costs 72 118 Accrued Selling Expense 336 - Customer Advance Deposits ( 180 ) 256 Accrued Loss Reserves ( 156 ) - Total Adjustments ( 2,233 ) 1,584 Net Cash (used in) provided by Operating Activities ( 1,401 ) 1,890 Cash Flows used in Investing Activities Purchases of Property and Equipment ( 368 ) ( 236 ) Net Cash used in Investing Activities ( 368 ) ( 236 ) Cash Flows provided by (used in) Financing Activities Borrowing from Credit Facility 1,507 - Payments to Credit Facility ( 300 ) - Cash Paid for Taxes Withheld on Net Settled Restricted Stock Unit Shares Issued ( 58 ) ( 19 ) Stock Repurchase - ( 366 ) Net Cash provided by (used in) Financing Activities 1,149 ( 385 ) Net (Decrease) Increase in Cash and Cash Equivalents ( 620 ) 1,269 Cash and Cash Equivalents at Beginning of Period 934 3,900 Cash and Cash Equivalents at End of Period $ 314 $ 5,169 Supplemental Cash Flow Information: Non-Cash Transactions: Right-of-Use Asset $ - $ 51 Operating Lease Liabilities - ( 51 ) Treasury Stock Retired - 435 Cash Transactions: Cash Paid for Taxes 553 - Cash Paid for Interest 28 - 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) Issued Shares Stock Stock Capital Deficit Equity Three months ended July 2, 2023 Common Additional Total Shares Treasury Common Treasury Paid in Accumulated Stockholders Issued Shares Stock Stock Capital Deficit Equity Balance at April 2, 2023 6,723,070 - $ 7 $ - $ 21,091 $ ( 8,439 ) $ 12,659 Stock Compensation Expense - - - - 81 - 81 Restricted/Unvested Shares Issued (3) 40,000 - - - - - - Net Income - - - - - 576 576 Balance at July 2, 2023 6,763,070 - $ 7 $ - $ 21,172 $ ( 7,863 ) $ 13,316 Three months ended July 3, 2022 Common Additional Total Shares Treasury Common Treasury Paid in Accumulated Stockholders Issued Shares Stock Stock Capital Deficit Equity Balance at April 3, 2022 8,395,394 - $ 8 $ - $ 25,534 $ ( 10,100 ) $ 15,442 Stock Compensation Expense - - - - 36 - 36 Common Stock Repurchase (2) - 72,443 - ( 144 ) - - ( 144 ) Cancellation of Treasury Shares (2) ( 72,443 ) ( 72,443 ) - 144 ( 144 ) - - Net Income - - - - - 428 428 Balance at July 3, 2022 8,322,951 - $ 8 $ - $ 25,426 $ ( 9,672 ) $ 15,762 Nine months ended July 2, 2023 Common Additional Total Shares Treasury Common Treasury Paid in Accumulated Stockholders Issued Shares Stock Stock Capital Deficit Equity Balance at October 2, 2022 6,716,638 - $ 7 $ - $ 21,096 $ ( 8,695 ) $ 12,408 Stock Compensation Expense - - - - 134 - 134 Taxes on Shares Issued for Vested Restricted Stock Units 46,432 - - - ( 58 ) - ( 58 ) Unvested Shares Forfeited (1) ( 40,000 ) - - - - - - Restricted/Unvested Shares Issued (3) 40,000 - - - - - - Net Income - - - - - 832 832 Balance at July 2, 2023 6,763,070 - $ 7 $ - $ 21,172 $ ( 7,863 ) $ 13,316 Nine months ended July 3, 2022 Common Additional Total Shares Treasury Common Treasury Paid in Accumulated Stockholders Issued Shares Stock Stock Capital Deficit Equity Balance at October 3, 2021 8,523,704 35,555 $ 9 $ ( 69 ) $ 25,752 $ ( 9,978 ) $ 15,714 Balance 8,523,704 35,555 $ 9 $ ( 69 ) $ 25,752 $ ( 9,978 ) $ 15,714 Stock Compensation Expense - - - - 127 - 127 Vested Restricted Stock Units Issued Net of Tax Withholding 23,216 - - - ( 19 ) - ( 19 ) Common Stock Repurchase (2) - 188,414 - ( 366 ) - - ( 366 ) Cancellation of Treasury Shares (2) ( 223,969 ) ( 223,969 ) ( 1 ) 435 ( 434 ) - - Net Income - - - - - 306 306 Net Income (Loss) - - - - 306 306 Balance at July 3, 2022 8,322,951 - $ 8 $ - $ 25,426 $ ( 9,672 ) $ 15,762 (1) Unvested common restricted shares which were forfeited and cancelled in February 2023. (2) Common shares repurchased in the open market through July 3, 2022 were held as treasury stock using the cost method and cancelled prior to July 3, 2022. (3) Restricted and unvested shares issued to board member on May 9, 2023. Shares vest on 50 % January 1, 2024 and 50% January 1, 2025 . 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 nine months ended July 2, 2023 were derived from the U.S. government ( 20 %), three major U.S. defense contractors ( 17 %, 6 %, and 5 %, respectively), one major commercial customer ( 29 %) and all other customers ( 23 %). Approximately 95 % of the total company revenue is generated from domestic customers and 5 % is derived from foreign customers, primarily in Canada. Optex Systems Holdings’ operations are based in Dallas and Richardson, Texas in leased facilities comprising 93,967 square feet. As of July 2, 2023, Optex Systems Holdings operated with 101 full-time equivalent employees. 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. Inventory : As of July 2, 2023 and October 2, 2022, inventory included: Schedule of Inventory July 2, 2023 October 2, 2022 (Thousands) July 2, 2023 October 2, 2022 Raw Material $ 7,428 $ 6,953 Work in Process 5,050 2,722 Finished Goods 615 348 Gross Inventory $ 13,093 $ 10,023 Less: Inventory Reserves ( 811 ) ( 811 ) Net Inventory $ 12,282 $ 9,212 Concentration of Credit Risk : Optex Systems Holdings’ accounts receivables as of July 2, 2023 consisted of U.S. government agencies ( 18 %), seven major U.S. defense contractors ( 12 %, 12 %, 9 %, 6 %, 6 %, 6 %, and 5 %, respectively), one commercial customer ( 16 %) and all other customers ( 10 %). The Company does not believe that this concentration results in undue credit risk because of the financial strength of the customers and the Company’s long history with these customers. F- 6 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 July 2, 2023, and October 2, 2022, the Company had warranty reserve balances of $ 241 and $ 169 thousand, respectively. Schedule of Warranty Reserves July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Three months ended Nine months ended July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Beginning balance $ 266 $ 155 $ 169 $ 78 Incurred costs for warranties satisfied during the period ( 82 ) ( 1 ) ( 99 ) ( 3 ) Warranty Expenses: Warranties reserved for new product shipped during the period (1) 57 52 177 131 Change in estimate for pre-existing warranty liabilities (2) - ( 10 ) ( 6 ) ( 10 ) Warranty Expense 57 42 171 122 Ending balance $ 241 $ 196 $ 241 $ 196 (1) Warranty expenses accrued to cost of sales (based on current period shipments and historical warranty return rate.) (2) Changes in estimated warranty liabilities recognized in cost of sales associated with: the period end customer returned warranty backlog, or the actual costs of repaired/replaced warranty units which were shipped to the customer during the current period. 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 nine months ended July 2, 2023 and July 3, 2022, there was $ 115 thousand and $ 340 thousand in 2023 and $ 120 thousand and $ 352 thousand in 2022 in service contract revenue recognized over time. F- 7 During the three- and nine-month periods ended July 2, 2023, there was zero and $ 223 thousand of revenue recognized from customer deposit liabilities (deferred contract revenue). During the three- and nine-month periods ended July 3, 2022, there were no revenues recognized from customer deposit liabilities (deferred contract revenue). As of July 2, 2023, customer deposit liabilities were $ 131 thousand. As of October 2, 2022 and July 2, 2023, there was zero and $ 336 thousand in accrued selling expenses and zero and $ 336 thousand in contract assets related to a new $ 3.4 million contract booked in November 2022. The costs will be amortized against the revenue for the contract deliveries expected to begin in first quarter of fiscal year 2024 and extend through fiscal year 2025. 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 July 2, 2023 and October 2, 2022, the accrued contract loss reserves were $ 133 thousand and $ 289 thousand, respectively. During the three and nine months ended July 2, 2023, the Company recognized $ 20 thousand and $ 72 thousand in loss reserves on new contract awards, made shipments resulting in reductions of zero and $ 171 thousand against existing loss reserves, and recognized a gain on changes in accrued loss estimates of zero and $ 57 thousand. During the three and nine months ended July 3, 2022, the Company recognized $ 15 thousand and $ 61 thousand in loss reserves on new contract awards, made shipments resulting in reductions of $ 26 thousand and $ 79 thousand against existing loss reserves. There were no changes in loss estimates during the three and nine months ended July 3, 2022. Income Tax/Deferred Tax : As of July 2, 2023 and October 2, 2022, Optex Systems, Inc. has a deferred tax asset valuation allowance of ($ 0.8 ) million against deferred tax assets of $ 1.6 million and $ 1.8 million, respectively, for a net deferred tax asset of $ 0.8 million and $ 1.0 million. The valuation allowance has been established due to historical losses resulting in a Net Operating Loss Carryforward for each of the fiscal years 2011 through 2016 which may not be fully recognized due to an IRS Section 382 limitation related to a change in control. During the nine months ended July 2, 2023, our deferred tax assets decreased by $ 0.2 million related to temporary tax adjustments. Earnings per Share : Basic earnings per share is computed by dividing income available for common shareholders (the numerator) by the weighted average number of common shares outstanding (the denominator) for the period. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. 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 July 2, 2023, 120,000 shares of unvested restricted stock and 36,000 unvested restricted stock units (which convert to an aggregate of 43,141 incremental shares) were included in the diluted earnings per share calculation and 135,000 performance shares were excluded from diluted earnings per share as they were below the target share price. For the three months ended July 3, 2022, 66,000 unvested restricted stock units and 180,000 shares of unvested restricted stock (which convert to an aggregate of 98,678 incremental shares) were included in the diluted earnings per share calculation. For the nine months ended July 2, 2023, 120,000 unvested restricted stock units and 36,000 shares of unvested restricted stock (which convert to an aggregate of 35,011 incremental shares) were included in the diluted earnings per share calculation and 135,000 performance shares were excluded from diluted earnings per share as they were below the target share price. For the nine months ended June 3, 2022, 66,000 unvested restricted stock units and 180,000 shares of unvested restricted stock (which convert to an aggregate of 73,849 incremental shares) were included in the diluted earnings per share calculation. F- 8 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. 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 96 % and sales to commercial customers represented approximately 4 % of the external segment revenue for the nine months ended July 2, 2023. The Optex Systems segment revenue is comprised of approximately 85 % domestic military customers and 11 % foreign military customers. For the nine months ended July 2, 2023, Optex Systems – Richardson represented 44 % of the Company’s total consolidated revenue and consisted of revenue from the U.S. government ( 17 %), two major U.S. defense contractors ( 14 % and 6 %), and all other customers ( 7 %). Optex Systems is located in Richardson Texas, with leased premises consisting of approximately 49,100 square feet. As of July 2, 2023, the Richardson facility operated with 56 full time equivalent employees in a single shift operation which includes 8 home office support employees. The facilities at Optex Systems, Richardson serve as the home office for both the Optex Systems and Applied Optics Center segments. Applied Optics Center (AOC) – Dallas, Texas The Applied Optics Center serves primarily domestic U.S. customers. Sales to commercial customers represented approximately 50 % and military sales to prime and subcontracted customers represented approximately 50 % of the external segment revenue for the nine months ended July 2, 2023. Approximately 95 % of the AOC revenue was derived from external customers and approximately 5 % was related to intersegment sales to Optex Systems in support of military contracts. For the nine months ended July 2, 2023, AOC represented 56 % of the Company’s total consolidated revenue and consisted of revenue from one major defense contractor ( 5 %), one commercial customer ( 27 %), and all other customers ( 24 %). The Applied Optics Center is located in Dallas, Texas with leased premises consisting of approximately 44,867 square feet of space. As of July 2, 2023, AOC operated with 45 full time equivalent employees in a single shift operation. F- 9 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. Schedule of Segment Reporting Information Reportable Segment Financial Information (thousands) As of and for the three months ended July 2, 2023 Optex Systems Richardson Applied Optics Center Dallas Other (non-allocated costs and intersegment eliminations) Consolidated Total Revenues from external customers $ 3,069 $ 4,103 $ - $ 7,172 Intersegment revenues - 265 ( 265 ) - Total revenue $ 3,069 $ 4,368 $ ( 265 ) $ 7,172 Interest expense $ - $ - $ 22 $ 22 Depreciation and amortization $ 14 $ 72 $ - $ 86 Income (loss) before taxes $ ( 60 ) $ 893 $ ( 103 ) $ 730 Other significant noncash items: Allocated home office expense $ ( 386 ) $ 386 $ - $ - Stock compensation expense $ - $ - $ 81 $ 81 Warranty expense $ - $ 57 $ - $ 57 Segment assets $ 11,671 $ 9,293 $ - $ 20,964 Expenditures for segment assets $ - $ 222 $ - $ 222 Reportable Segment Financial Information (thousands) As of and for the three months ended July 3, 2022 Optex Systems Richardson Applied Optics Center Dallas Other (non-allocated costs and intersegment eliminations) Consolidated Total Revenues from external customers $ 2,653 $ 3,517 $ - $ 6,170 Intersegment revenues - 258 ( 258 ) - Total revenue $ 2,653 $ 3,775 $ ( 258 ) $ 6,170 Interest expense $ - $ - $ - $ - Depreciation and amortization $ 8 $ 66 $ - $ 74 Income (loss) before taxes $ 185 $ 361 $ ( 36 ) $ 510 Other significant noncash items: Allocated home office expense $ ( 268 ) $ 268 $ - $ - Stock compensation expense $ - $ - $ 36 $ 36 Warranty expense $ - 42 - 42 $ $ - $ Segment assets $ 14,676 $ 6,637 $ - $ 21,313 Expenditures for segment assets $ 49 $ 69 $ - $ 118 F- 10 Reportable Segment Financial Information (thousands) As of and for the nine months ended July 2, 2023 Optex Systems Richardson Applied Optics Center Dallas Other (non-allocated costs and intersegment eliminations) Consolidated Total Revenues from external customers $ 7,742 $ 9,840 $ - $ 17,582 Intersegment revenues - 511 ( 511 ) - Total revenue $ 7,742 $ 10,351 $ ( 511 ) $ 17,582 Interest expense $ - $ - $ 31 $ 31 Depreciation and amortization $ 38 $ 214 $ - $ 252 Income (loss) before taxes $ ( 527 ) $ 1,747 $ ( 165 ) $ 1,055 Other significant noncash items: Allocated home office expense $ ( 978 ) $ 978 $ - $ - Stock compensation expense $ - $ - $ 134 $ 134 Warranty expense $ - $ 171 $ - $ 171 Segment assets $ 11,671 $ 9,293 $ - $ 20,964 Expenditures for segment assets $ 25 $ 343 $ - $ 368 Reportable Segment Financial Information (thousands) As of and for the nine months ended July 3, 2022 Optex Systems Richardson Applied Optics Center Dallas Other (non-allocated costs and intersegment eliminations) Consolidated Total Revenues from external customers $ 6,588 $ 9,057 $ - $ 15,645 Intersegment revenues - 693 ( 693 ) - Total revenue $ 6,588 $ 9,750 $ ( 693 ) $ 15,645 Interest expense $ - $ - $ - $ - Depreciation and amortization $ 28 $ 193 $ - $ 221 Income (loss) before taxes $ ( 276 ) $ 737 $ ( 127 ) $ 334 Other significant noncash items: Allocated home office expense $ ( 802 ) $ 802 $ - $ - Stock compensation expense $ - $ - $ 127 $ 127 Warranty expense $ - 122 - 122 $ $ $ Segment assets $ 14,676 $ 6,637 $ - $ 21,313 Expenditures for segment assets $ 55 $ 181 $ - $ 236 F- 11 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 49,100 square feet of space at the premises. The previous lease term for this location expired March 31, 2021 and the monthly base rent was $24.6 thousand through March 31, 2021. On January 11, 2021 the Company executed a sixth amendment extending the terms of the lease for eighty-six (86) months, commencing on April 1, 2021 and ending on May 31, 2028 . The initial base rent is set at $25.3 thousand and escalates 3% on April 1 each year thereafter. The initial term included 2 months of rent abatement for April and May of 2021. The monthly rent includes approximately $ 11.9 thousand for additional Common Area Maintenance fees and taxes (“CAM”), to be adjusted annually based on actual expenses incurred by the landlord. The facility leased by Applied Optics Center located at 9839 and 9827 Chartwell Drive, Dallas, Texas, consists of 44,867 square feet of space at the premises. The previous lease term for this location expired on October 31, 2021 and the monthly base rent was $21.9 thousand through the end of the lease. On January 11, 2021 the Company executed a first amendment extending the terms of the lease for eighty-six (86) months, commencing on November 1, 2021 and ending on December 31, 2028 . The initial base rent is set at $23.6 thousand as of January 1, 2022 and escalates 2.75% on January 1 each year thereafter. The initial term included 2 months of rent abatement for November and December of 2021. The amendment provides for a five-year renewal option at the end of the lease term at the greater of the then “prevailing rental rate” or the then current base rental rate. Our obligations to make payments under the lease are secured by a $ 125,000 standby letter of credit. The monthly rent includes approximately $ 7.9 thousand for additional CAM, to be adjusted annually based on actual expenses incurred by the landlord. The Company had one non-cancellable office equipment lease with a commencement date of October 1, 2018 and a term of 39 months. The lease cost for the equipment was $1.5 thousand per month from October 1, 2018 through December 31, 2021. The lease was renewed on November 18, 2021 for an additional 48 months at a cost of $1.2 thousand per month. The start of the lease was delayed until April 2022 due to temporary equipment shortages. The lease renewal resulted in the recognition of an additional right of use asset and a lease liability of $ 51 thousand, respectively during the nine months ended July 2, 2022 . As of July 2, 2023, the remaining minimum lease and estimated CAM payments under the non-cancelable facility space leases are as follows: Schedule of Non-cancellable Operating Leases Minimum Payments Non-cancellable Operating Leases Minimum Payments Fiscal Year Facility Lease Payments Facility Lease Payments Lease Payments Total Lease Payments Total Variable CAM Estimate (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 $ 80 $ 73 $ 4 $ 157 $ 63 2024 Base year lease 327 296 15 638 256 2025 Base year lease 336 305 15 656 261 2026 Base year lease 346 313 3 662 266 2027 Base year lease 357 322 - 679 272 2028 Base year lease 242 330 - 572 198 2029 Base year lease - 83 - 83 30 Total base lease payments $ 1,688 $ 1,722 $ 37 $ 3,447 $ 1,346 Imputed interest on lease payments (1) ( 198 ) ( 225 ) ( 2 ) ( 425 ) Total Operating Lease Liability (2) $ 1,490 $ 1,497 $ 35 $ 3,022 Right-of-use Asset (3) $ 1,403 $ 1,425 $ 35 $ 2,863 (1) Assumes a discount borrowing rate of 5.0 % on the new lease amendments effective as of January 11, 2021 . F- 12 (2) Includes $ 159 thousand of unamortized deferred rent. (3) Short-term and Long-term portion of Operating Lease Liability is $ 616 thousand and $ 2,406 thousand, respectively. Total expense under both facility lease agreements for the three months ended July 2, 2023 and July 3, 2022 was $ 206 and $ 215 thousand, respectively. Total office equipment rentals included in operating expenses was $ 9 and $ 7 thousand for the three months ended July 2, 2023 and July 3, 2022, respectively. Total expense under both facility lease agreements for the nine months ended July 2, 2023 and July 3, 2022 was $ 644 and $ 635 thousand, respectively. Total office equipment rentals included in operating expenses was $ 18 thousand and $ 19 thousand for the nine months ended July 2, 2023 and July 3, 2022, respectively. 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 $ 2.25 million. The PNC Facility matured on April 15, 2022 . The interest rate was variable based on PNC’s prime rate minus 0.25 %, initially set at 3 % at loan origination, and all accrued and unpaid interest was payable monthly in arrears starting on May 15, 2020; and the principal amount was due in full with all accrued and unpaid interest and any other fees on April 15, 2022. ● There were commercially standard covenants including, but not limited to, covenants regarding maintenance of corporate existence, not incurring other indebtedness except trade debt, not changing more than 25% stock ownership of Borrowers, and a Fixed Charge Coverage Ratio of 1.25:1, with the Fixed Charge Coverage Ratio defined as (earnings before taxes, amortization, depreciation, amortization and rent expense less cash taxes, distribution, dividends and fair value of warrants) divided by (current maturities on long term debt plus interest expense plus rent expense). ● The PNC Facility contained commercially standard events of default including, but not limited to, not making payments when due; incurring a judgment of $ 10,000 or more not covered by insurance; not maintaining collateral and others. ● The PNC Facility was secured by a first lien on all of the assets of Borrowers. F- 13 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 $ 2.25 million to $ 1.125 million, and the maturity date was extended from April 15, 2022 to April 15, 2023 . 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 $ 1.125 million to $ 2.0 million. Obligations outstanding under the PNC Facility accrued interest at a rate equal to PNC’s prime rate minus 0.25 %. 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 the outstanding balance under the PNC facility was zero . The PNC facility was replaced by the Texas Capital Facility on March 22, 2023. 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 $ 3 million (the “Texas Capital Facility”). The Texas Capital Facility replaced the $ 2 million PNC Facility. The commitment period for advances under the Texas Capital 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 Texas Capital 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. As of July 2, 2023 the interest rate was 7.827 % 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 Texas Capital Facility is secured by substantially all of the operating assets of the Borrowers as collateral. The Borrowers’ obligations under the Texas Capital 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 $ 125,000 Letter of Credit sublimit. The outstanding balance under the Texas Capital Facility was $ 1.2 million as of July 2, 2023. For the three months and nine months ended July 2, 2023, the total interest expense under the above facilities was $ 22 thousand and $ 31 thousand. F- 14 Note 6 - Stock Based Compensation Restricted Stock, Performance Shares and Restricted Stock Units issued to Directors, Officers and Employees The following table summarizes the status of Optex Systems Holdings’ aggregate non-vested restricted stock and restricted stock units, and performance shares: Schedule of Aggregate Non-vested Restricted Stock and Restricted Stock Units Granted and Performance Shares Restricted Stock Units Weighted Average Grant Date Fair Value Restricted Shares Weighted Average Grant Date Fair Value Performance Shares Weighted Average Grant Date Fair Value Outstanding at October 3, 2021 99,000 $ 1.59 240,000 $ 1.75 — — Granted — — — — — — Vested ( 33,000 ) 1.73 ( 60,000 ) 1.75 — — Forfeited — — — — — — Outstanding at October 2, 2022 66,000 $ 1.52 180,000 $ 1.75 — — Granted 39,000 3.00 40,000 3.09 135,000 2.37 Vested ( 66,000 ) 1.52 ( 60,000 ) 1.75 — — Forfeited ( 3,000 ) 3.00 ( 40,000 ) 1.75 — — Outstanding at July 2, 2023 36,000 $ 3.00 120,000 $ 2.20 135,000 $ 2.37 On January 2, 2019, the Company granted 150,000 and 50,000 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 34 % in year one, and 33 % each year thereafter. The stock price at grant date was $ 1.32 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 $ 264 thousand to stock compensation expense on a straight-line basis across the three-year vesting period beginning on January 2, 2019. As of January 1, 2023, there was no unrecognized compensation cost relating to this award. On February 17, 2020, the Company granted 50,000 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 34 % in year one, and 33 % each year thereafter. The stock price at grant date was $ 2.13 per share. The Company amortized the grant date fair value of $ 107 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 $ 22,000 to $ 36,000 with an effective date of January 1, 2020, in addition to granting 100,000 shares of restricted stock to each independent director which vest at a rate of 20% per year (20,000 shares) each January 1 st through January 1, 2025. The total fair value for the 300,000 shares was $ 525 thousand based on the stock price of $ 1.75 as of April 30, 2020. The Company amortizes the grant date fair value to stock compensation expense on a straight-line basis across the five -year vesting period beginning on April 30, 2020. On each of January 1, 2021, January 1, 2022, and January 1, 2023, 60,000 of the restricted director shares vested. On February 16, 2022, 40,000 of the unvested restricted shares were forfeited and cancelled when one of the independent directors departed the Board. As of July 2, 2023, there were 80,000 unvested restricted shares outstanding. The Company entered into an amended and restated employment agreement with Danny Schoening dated December 1, 2021. The updated employment agreement also served to amend Mr. Schoening’s RSU Agreement, dated January 2, 2019, by changing the third and final vesting date for the restricted stock units granted under such agreement from January 1, 2022 to the “change of control date,” that being the first of the following to occur with respect to the Company: (i) any “Person,” as that term is defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with certain exclusions, is or becomes the “Beneficial Owner” (as that term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities; or (ii) the Company is merged or consolidated with any other corporation or other entity, other than: (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (B) the Company engages in a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no “Person” (as defined above) acquires fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities. The amended RSU Agreement contains certain exceptions to the definition of change of control. F- 15 As of the December 1, 2021 modification date related to the third and final vesting date of the 49,500 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 $ 5 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 January 4, 2022, the Company issued 23,216 common shares to Karen Hawkins, CFO, and Bill Bates (AOC GM), net of tax withholding of $ 19 thousand, in settlement of 33,000 restricted stock units which vested on January 1, 2022. 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, 2023, the Company issued 46,432 common shares to Danny Schoening, CEO, and Bill Bates (AOC GM), net of tax withholding of $ 58 thousand, in settlement of 66,000 restricted stock units which vested on January 1, 2023. As of July 2, 2023, there are zero unvested restricted stock units outstanding. 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, assuming a 23.1 % forfeiture rate based on expected turnover across the three years, the aggregate value of the restricted stock units is $ 90 thousand which will be amortized across the three-year period on a straight-line basis. During the three months ended July 2, 2023, there were 3,000 restricted stock units forfeited. 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, as of the grant date, is $ 320 thousand and will be amortized through December 31, 2025 based on the derived service periods using a Monte Carlo simulation valuation model. The assumptions and results for the Monte Carlo simulation are as follows: Schedule of Assumptions and Results for the Monte Carlo Simulation Assumptions Performance Period Start 10/2/2023 Performance Period End 10/1/2028 Term of simulation (1) 5.42 years Time steps in simulation 1,365 Time steps per year 252 Common share price at valuation date (2) $ 3.04 Volatility (annual) (4) 50.0 % Risk-free rate (annual) (5) 3.37 % Cost of equity (6) 11.5 % Dividend yield (3) 0.0 % F- 16 Tranche 1 Tranche 2 Tranche 3 Tranche 4 Tranche 5 Number of performance shares in the Tranche (1) 27,000 27,000 27,000 27,000 27,000 Fair Value of One Performance share (7) $ 2.75 $ 2.58 $ 2.39 $ 2.18 $ 1.93 Total Fair Value of Tranche $ 74,345 $ 69,742 $ 64,446 $ 58,819 $ 52,238 Derived Service Period (Years) (7) 0.71 1.13 1.60 2.06 2.48 (1) Based on the terms of the Performance Shares agreement issued by the Company on May 3, 2023. (2) Closing price of OPXS shares on the Valuation Date, as obtained via S&P Capital IQ. (3) Expected dividends provided by management. (4) Based on historical volatility of OPXS and comparable public companies. (5) Interest rate for US Treasury commensurate with the Performance Shares holding period, as of the Valuation Date, as obtained via S&P Capital IQ. (6) Estimated cost of equity for OPXS as of the Valuation Date. (7) Based on Monte Carlo simulation. 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. 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 restricted shares granted and restricted stock units and performance shares awarded as well as the unrecognized compensation costs are summarized in the table below: Schedule of Unrecognized Compensation Costs Stock Compensation (thousands) Recognized Compensation Expense Unrecognized Compensation Expense Three months ended Nine months ended As of period ended July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 July 2, 2023 October 2, 2022 Restricted Shares $ 33 $ 27 $ 78 $ 79 $ 213 $ 236 Performance Shares 43 - 43 - 277 - Restricted Stock Units 5 9 13 48 85 9 Total Stock Compensation $ 81 $ 36 $ 134 $ 127 $ 575 $ 245 Note 7 - Stockholders’ Equity Dividends No dividends were declared or paid during the three and nine months ended July 2, 2023 or the twelve months ended October 2, 2022. Common stock On September 22, 2021, the Company announced authorization of a $ 1 million stock repurchase program. The shares authorized to be repurchased under the repurchase program may be purchased from time to time at prevailing market prices, through open market transactions or in negotiated transactions, depending upon market conditions and subject to Rule 10b-18 as promulgated by the SEC. F- 17 During the three and nine months ended July 2, 2023, there were zero common shares repurchased under the program. A summary of the purchases under the program through October 2, 2022 follows (all shares purchased have been cancelled): Summary of Purchases Under Plan 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 18,265 $ 37 2.01 $ 894 November 1, 2021 through November 28, 2021 4,415 9 2.04 885 November 29, 2021 through January 2, 2022 14,558 28 1.93 857 January 3, 2022 through January 30, 2022 15,585 29 1.89 828 January 31, 2022 through February 27, 2022 27,618 49 1.75 779 February 28, 2022 through April 3, 2022 35,530 70 1.98 709 April 4, 2022 through May 1, 2022 12,304 27 2.22 682 May 2, 2022 through May 29, 2022 10,482 22 2.11 660 May 30, 2022 through July 3, 2022 49,657 95 1.90 565 July 4, 2022 through July 25,2022 610 1 2.10 564 July 26, 2022 through August 13, 2022 1,930 4 2.09 560 Total shares repurchased period ended October 2, 2022 190,954 $ 371 $ 1.94 $ 560 Furthermore, on August 18, 2022, the Company announced the commencement of a tender offer to purchase up to $ 4.25 million in value of shares of its common stock. On September 15, 2022, the Company’s “modified Dutch auction” tender offer expired. In accordance with the terms and conditions of the tender offer, the Company accepted for purchase 1,603,773 shares of common stock at a price of $ 2.65 per share, for an aggregate cost of approximately $ 4.25 million, excluding fees and expenses relating to the tender offer. The transaction cost associated with the tender offer was $ 0.1 million. The shares were immediately cancelled upon completion of the transaction. As of July 2, 2023 and October 2, 2022, total outstanding common shares were 6,763,070 and 6,716,638 , respectively. Note 8 - Subsequent Events None 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 consolidated financial statements and notes thereto for the fiscal year ended October 2, 2022 and our unaudited condensed consolidated financial statements and notes thereto for the quarter ended July 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 and financial condition (including revenue, net income, profit margins and working capital); orders and backlog; expected timing of contract deliveries to customers and corresponding revenue recognition; increases in the cost of materials and labor; costs remaining to fulfill contracts; contract loss reserves; 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. Such risks and uncertainties include, but are not limited to, continued funding of defense programs and military spending, the timing of such funding, general economic and business conditions, including unforeseen weakness in the Company’s markets, effects of continued geopolitical unrest and regional conflicts, competition, changes in technology and methods of marketing, delays in completing engineering and manufacturing programs, changes in customer order patterns, changes in product mix, continued success in technological advances and delivering technological innovations, changes in the U.S. Government’s interpretation of federal procurement rules and regulations, changes in spending due to policy changes in any new federal presidential administration, market acceptance of the Company’s products, shortages in components, production delays due to performance quality issues with outsourced components, inability to fully realize the expected benefits from acquisitions and restructurings or delays in realizing such benefits, challenges in integrating acquired businesses and achieving anticipated synergies, changes to export regulations, increases in tax rates, changes to generally accepted accounting principles, difficulties in retaining key employees and customers, unanticipated costs under fixed-price service and system integration engagements, changes in the market for microcap stocks regardless of growth and value and various other factors beyond our control. 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. 3 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 . 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 as of the grant date was $320 thousand and will be amortized through December 31, 2025 based on the derived service periods using a Monte Carlo simulation 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, assuming a 23.1% forfeiture rate based on expected turnover across the three years, the aggregate value of the restricted stock units is $90 thousand which will be amortized across the three-year period on a straight-line basis. During the three months ended July 2, 2023, there were 3,000 restricted stock units forfeited. 4 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.” 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 nine months of fiscal year 2023 and is expected to continue to have a negative effect on the margins expected to be generated under 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 nine 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 nine months of fiscal year 2023, have negatively impacted our production levels and have pushed expected customer delivery dates into the first half of fiscal year 2024. 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 and third quarters. However, we cannot give any assurances that expected customer delivery dates for our periscope products will not need to be delayed further. 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 from the first nine months of fiscal year 2023. As supplier issues and labor shortages continue to abate, we anticipate increased revenue and working capital in the fourth quarter of fiscal year 2023 and continuing into fiscal year 2024. Based on our current backlog, we anticipate an overall increase for fiscal year 2023 revenues as compared to the 2022 levels. 5 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 Ad j usted 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. The table below summarizes our three-and six-month operating results for the periods ended July 2, 2023 and July 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 Nine months ended July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022 Net Income (GAAP) $ 576 $ 428 $ 832 $ 306 Add: Federal Income Tax Expense 154 82 223 28 Depreciation 86 74 252 221 Stock Compensation 81 36 134 127 Interest Expense 22 - 31 - Adjusted EBITDA - Non GAAP $ 919 $ 620 $ 1,472 $ 682 Our net income increased by $0.2 million to $0.6 million for the three months ended July 2, 2023, as compared to net income of $0.4 million for the prior year period. Our adjusted EBITDA increased by $0.3 million to $0.9 million for the three months ended July 2, 2023, as compared to $0.6 million for the prior year period. Our net income increased by $0.5 million to $0.8 million for the nine months ended July 2, 2023, as compared to a net income of $0.3 million for the prior year period. Our adjusted EBITDA increased by $0.8 million to $1.5 million for the nine months ended July 2, 2023, as compared to $0.7 million for the prior year period. 6 The increase in the most recent three and nine-month period net income and adjusted EBITDA is primarily driven by higher revenue across both operating segments and significantly improved gross profit performance in the Applied Optics Center segment, which was only partially offset by poorer performance in the Optex segment. Operating segment performance is discussed in greater detail throughout the following sections. Results of Operations Selective Financial Information (Thousands) Three months ended July 2, 2023 July 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 $ 3,069 4,103 - 7,172 $ 2,653 $ 3,517 $ - $ 6,170 Intersegment Revenues - 265 (265 ) - - 258 (258 ) - Total Segment Revenue 3,069 4,368 (265 ) 7,172 2,653 3,775 (258 ) 6,170 Total Cost of Sales 2,757 2,968 (265 ) 5,460 2,125 3,035 (258 ) 4,902 Gross Profit 312 1,400 - 1,712 528 740 - 1,268 Gross Margin % 10.2 % 32.1 % - 23.9 % 19.9 % 19.6 % - 20.6 % General and Administrative Expense 758 121 81 960 611 111 36 758 Segment Allocated G&A Expense (386 ) 386 - - (268 ) 268 - - Net General & Administrative Expense 372 507 81 960 343 379 36 758 Operating Income (Loss) (60 ) 893 (81 ) 752 185 361 (36 ) 510 Operating Income (Loss) % (2.0 )% 20.4 % - 10.5 % 7.0 % 9.6 % - 8.3 % Interest Expense - - 22 22 - - - - Net Income (Loss) before taxes $ (60 ) 893 (103 ) 730 $ 185 $ 361 $ (36 ) $ 510 Net Income (Loss) % (2.0 )% 20.4 % - 10.2 % 7.0 % 9.6 % - 8.3 % 7 Results of Operations Selected Financial Info by Segment (Thousands) Nine months ended July 2, 2023 July 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 $ 7,742 9,840 - 17,582 $ 6,588 $ 9,057 $ - $ 15,645 Intersegment Revenues - 511 (511 ) - - 693 (693 ) - Total Segment Revenue 7,742 10,351 (511 ) 17,582 6,588 9,750 (693 ) 15,645 Total Cost of Sales 6,830 7,280 (511 ) 13,599 5,695 7,836 (693 ) 12,838 Gross Profit 912 3,071 - 3,983 893 1,914 - 2,807 Gross Margin % 11.8 % 29.7 % - 22.7 % 13.6 % 19.6 % - 17.9 % General and Administrative Expense 2,417 346 134 2,897 1,971 375 127 2,473 Segment Allocated G&A Expense (978 ) 978 - - (802 ) 802 - - Net General & Administrative Expense 1,439 1,324 134 2,897 1,169 1,177 127 2,473 Operating Income (Loss) (527 ) 1,747 (134 ) 1,086 (276 ) 737 (127 ) 334 Operating Income (Loss) % (6.8 )% 16.9 % - 6.2 % (4.2 )% 7.6 % - 2.1 % Interest Expense - - 31 31 - - - - Income (Loss) before taxes $ (527 ) 1,747 (165 ) (1,055 ) $ (276 ) $ 737 $ (127 ) $ 334 Income (loss) before taxes % (6.8 )% 16.9 % - 6.0 % (4.2 )% 7.6 % - 2.1 % For the three months ended July 2, 2023, our total revenues increased by $1.0 million, or 16.2%, compared to the prior year period. For the nine months ended July 2, 2023, our total revenues increased by $1.9 million, or 12.4%, compared to the prior year period. The increase in revenue for the three and nine-month periods were driven by increased sales across both segments as compared to the prior year. Consolidated gross profit for the three months ended July 2, 2023 increased by $0.4 million, or 35.0%, compared to the prior year period. Consolidated gross profit for the nine months ended July 2, 2023 increased by $1.2 million, or 41.9%, compared to the prior year period. The increase in the most recent three and nine-month period gross profit was primarily attributable to (1) higher revenue spread across a fixed manufacturing cost base combined with changes in product mix and improved pricing and operating performance in our Applied Optics optical assembly line, (2) partially offset by lower profit margins on our Optex segment driven by inflationary pressures on our long-term fixed price contracts. 8 Our operating income for the three months ended July 2, 2023 increased by $0.2 million, or 47.5%, compared to the prior year period. Our operating income for the nine months ended July 2, 2023 increased by $0.8 million, or 225.1%, compared to the prior year period. The increase in operating income for the three and nine-month periods was primarily driven by higher revenue and increased gross profit in the Applied Optics Center segment. New Orders and Backlog Product backlog represents the value of unfulfilled customer manufacturing orders yet to be recognized as revenue. While backlog is not a non-GAAP financial measure, it is also not defined by GAAP. Therefore, our methodology for calculating backlog may not be consistent with methodologies used by other companies. The booked backlog by period may also not be fully indicative of the predicted revenues for those periods as many of our orders provide for accelerated delivery without penalty and may additionally provide customers the option to adjust schedules to meet their most recent projected demand quantities. However, we provide customer order and backlog information as we believe it provides significant insight into forward demand, with some predictive power to short term future revenues. During the nine months ended July 2, 2023, the Company booked $26.3 million in new orders, representing a 43.7% increase over the prior year period. The orders for the most recently completed nine months consist of $18.6 million for our Optex Richardson segment and $7.7 million attributable to the Applied Optics Center segment. The following table depicts the new customer orders for the nine months ending July 2, 2023 as compared to the prior year period in millions of dollars: (Millions) Product Line Nine months ended July 2, 2023 Nine months ended July 3, 2022 Variance % Chg Periscopes $ 11.6 $ 6.8 $ 4.8 70.6 % Sighting Systems 4.0 0.6 3.4 566.7 % Howitzer - - - - % Other 3.0 2.4 0.6 25.0 % Optex Systems – Richardson 18.6 9.8 8.8 89.8 % Optical Assemblies 1.2 3.8 (2.6 ) (68.4 )% Laser Filters 5.5 3.2 2.3 71.9 % Day Windows 0.1 0.6 (0.5 ) (83.3 )% Other 0.9 0.9 - - % Applied Optics Center – Dallas 7.7 8.5 (0.8 ) (9.4 )% Total Customer Orders $ 26.3 $ 18.3 $ 8.0 43.7 % The Company has seen significant increases in orders for many of its defense products during the first nine months of fiscal year 2023 inclusive of two new customers for our sighting systems and filter programs. On November 1, 2022, the Company announced it has been awarded a $3.4 million order to repair and refurbish night vision equipment for the Government of Israel. The order represents a significant increase in our Optex Richardson sighting systems business base for a new customer and includes an additional potential award value with a 100% optional award quantity clause. Deliveries under this contract are expected to begin in the first quarter of fiscal year 2024. On June 30, 2023, we booked a $3.0 million delivery order at our Applied Optics segment for the delivery of laser interface filters against a five-year IDIQ contract. Our periscope orders for the Optex segment have increased significantly over the prior year period including $7.2 million in task delivery awards against our long term IDIQ contracts during the nine-month period. 9 Backlog as of July 2, 2023, was $41.6 million as compared to a backlog of $30.0 million as of July 3, 2022, representing an increase of $11.6 million or 38.7%. The following table depicts the current expected delivery by period of all contracts awarded as of July 2, 2023 in millions of dollars, as well as the July 2, 2023 backlog as compared to the backlog on July 3, 2022: (Millions) Product Line Q4 2023 Delivery 2024 Delivery 2025+ Delivery Total Backlog 7/2/2023 Total Backlog 7/3/2022 Variance % Chg Periscopes $ 2.5 $ 9.0 $ 1.6 $ 13.1 $ 7.6 $ 5.5 72.4 % Sighting Systems 0.5 2.6 2.1 5.2 1.8 3.4 188.9 % Howitzer - 1.1 1.2 2.3 2.3 - - % Other 0.7 4.0 0.8 5.5 2.5 3.0 120.0 % Optex Systems - Richardson 3.7 16.7 5.7 26.1 14.2 11.9 83.8 % Optical Assemblies 1.1 2.2 - 3.3 5.5 (2.2 ) (40.0 )% Laser Filters 2.3 5.9 1.6 9.8 8.9 0.9 10.1 % Day Windows 0.3 0.9 0.6 1.8 0.8 1.0 125.0 % Other 0.1 0.3 0.2 0.6 0.6 - - % Applied Optics Center - Dallas 3.8 9.3 2.4 15.5 15.8 (0.3 ) (1.9 )% Total Backlog $ 7.5 $ 26.0 $ 8.1 $ 41.6 30.0 11.6 38.7 % Optex Systems Richardson backlog as of July 2, 2023, was $26.1 million as compared to a backlog of $14.2 million as of July 3, 2022, representing an increase of $11.9 million or 83.8%. Applied Optics Center backlog as of July 3, 2022, was $15.5 million as compared to a backlog of $15.8 million as of July 3, 2022, representing a decrease of ($0.3) million or (1.9%). Please refer to “— Recent Events ” and “ Material Trends ” above or “ Liquidity and Capital Resources ” below for more information on recent developments and trends with respect to our orders and backlog, which information is incorporated herein by reference. The Company continues to pursue domestic, international and commercial opportunities in addition to maintaining its current footprint with U.S. vehicle manufactures, with existing as well as new product lines. We are also reviewing potential products outside our traditional product lines, which could be manufactured using our current production facilities in order to capitalize on our existing excess capacity. Three Months Ended July 2, 2023 Compared to the Three Months Ended July 3, 2022 Revenue . For the three months ended July 2, 2023, revenue increased by $1.0 million or 16.2% compared to the prior year period as set forth in the table below: Three months ended (Thousands) Product Line July 2, 2023 July 3, 2022 Variance % Chg Periscopes $ 2,623 $ 2,296 $ 327 14.2 Sighting Systems 137 192 (55 ) (28.6 ) Howitzers - - - - Other 309 165 144 87.3 Optex Systems - Richardson 3,069 2,653 416 15.7 Optical Assemblies 1,452 1,310 142 10.8 Laser Filters 2,286 1,693 593 35.0 Day Windows 120 169 (49 ) (29.0 ) Other 245 345 (100 ) (29.0 ) Applied Optics Center - Dallas 4,103 3,517 586 16.7 Total Revenue $ 7,172 $ 6,170 $ 1,002 16.2 10 Optex Systems Richardson revenue increased by $0.4 million or 15.7% for the three months ended July 2, 2023 as compared to the prior year period on increased revenue volume from periscopes and other, partially offset by a reduction in sighting systems volume. Applied Optics Center revenue increased by $0.6 million or 16.7% for the three months ended July 2, 2023 as compared to the prior year period. The revenue increase is primarily attributable to increased delivery volume of laser filters and optical assemblies. Gross Margin . The gross margin during the three-month period ended July 2, 2023 was 23.9% of revenue as compared to a gross margin of 20.6% of revenue for the prior year period. The increase in gross profit is primarily attributable to higher revenue, changes in product mix between segments, and increased absorption of fixed overhead across a higher revenue mix (on a consolidated company basis) . Cost of sales increased to $5.5 million for the current period as compared to the prior year period of $4.9 million on higher revenue. G&A Expenses . During the three months ended July 2, 2023 and July 3, 2022, we recorded operating expenses of $1.0 million and $0.8 million, respectively. Operating expenses increased by 26.6% between the respective periods primarily due to increased labor, office, legal, accounting and banking, stock compensation and travel expenses. Operating Income . During the three months ended July 2, 2023, we recorded operating income of $0.8 million, as compared to operating income of $0.5 million during the three months ended July 3, 2022. The $0.3 million increase in operating income for the current year period from the prior year period is primarily due to increased revenue and gross profit, offset by higher spending in general and administrative expenses. Nine months Ended July 2, 2023 Compared to the Nine months Ended July 3, 2022 Revenues . For the nine months ended July 2, 2023, revenues increased by $1.9 million or 12.4% compared to the prior year period as set forth in the table below: Nine months ended (Thousands) Product Line July 2, 2023 July 3, 2022 Variance % Chg Periscopes $ 6,085 $ 4,924 $ 1,161 23.6 Sighting Systems 464 642 (178 ) (27.7 ) Howitzers - - - - Other 1,193 1,022 171 16.7 Optex Systems - Richardson 7,742 6,588 1,154 17.5 Optical Assemblies 4,438 3,285 1,153 35.1 Laser Filters 4,404 4,154 250 6.0 Day Windows 350 809 (459 ) (56.7 ) Other 648 809 (161 ) (19.9 ) Applied Optics Center - Dallas 9,840 9,057 783 8.6 Total Revenue $ 17,582 $ 15,645 $ 1,937 12.4 Optex Systems Richardson revenue increased by $1.1 million or 17.5% for the nine months ended July 2, 2023 as compared to the prior year period on increased periscope delivery volume. Applied Optics Center revenue increased by $0.8 million or 8.6% for the nine months ended July 2, 2023 as compared to the prior year period. The revenue increase is primarily attributable to higher shipment volume on optical assemblies. Gross Margin . The gross margin during the nine-month period ended July 2, 2023 was 22.7% as compared to a gross margin of 17.9% for the prior year period. The increase in gross profit is primarily attributable to higher revenue, changes in product mix between segments and increased fixed cost absorption across a higher revenue base (on a consolidated company basis). Cost of sales increased to $13.6 million for the nine months ended July 2, 2023 as compared to the prior year period of $12.8 million on higher revenue. 11 G&A Expenses . During the nine months ended July 2, 2023 and July 3, 2022, we recorded operating expenses of $2.9 million and $2.5 million, respectively. Operating expenses increased by 17.1% between the respective periods primarily due to increased labor, office, legal, accounting and banking and travel expenses. Operating Income . During the nine months ended July 2, 2023, we recorded operating income of $1.1 million, as compared to an operating income of $0.3 million during the nine months ended July 3, 2022. The $0.8 million increase in operating income is primarily due to increased revenue and gross profit, offset by higher spending in general and administrative expenses. Liquidity and Capital Resources As of July 2, 2023, the Company had working capital of $12.2 million, as compared to $10.0 million as of October 2, 2022. During the nine months ended July 2, 2023, we used operating cash of ($1.4) million, borrowed a net $1.2 million against our line of credit and spent $0.4 million on acquisitions of property and equipment. During the period, our inventory increased $3.1 million in support of new program awards and increasing revenues anticipated over the next twelve months. The Company has capital commitments of $9 thousand for the purchase of property and equipment consisting of engineering services related to an automated acrylic buffing system. Backlog as of July 2, 2023 was $41.6 million as compared to backlog of $30.0 million as of July 3, 2022 and $32.9 million as of October 2, 2022, representing an increase of 38.7% and 26.4%, respectively. For further details, see “ Results of Operations – New Orders and Backlog ” above. The Company has historically funded its operations through cash from operations, convertible notes, common and preferred stock offerings and bank debt. The Company’s ability to generate positive cash flows depends on a variety of factors, including the continued development and successful marketing of the Company’s products. At July 2, 2023, the Company had $0.3 million in cash and an outstanding payable balance of $1.2 million against its line of credit. At July 2, 2023, our outstanding accounts receivable balance was $2.9 million. We expect the accounts to be collected during the fourth quarter of fiscal 2023. We have experienced significant material shortages during the three months ended October 2, 2022 and extending into the first nine 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 nine months of fiscal year 2023, have negatively impacted our production levels and have pushed expected customer delivery dates into the first half of fiscal year 2024. 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. As described in more detail below, in March 2023, we entered into a new line of credit, effectively increasing our credit limit from $2.0 million to $3.0 million to facilitate our working capital requirements due to the delays and increased backlog. We are encouraged by recent improvements in supplier performance for the Optex Richardson segment periscope line which yielded increased revenue performance during the second and third quarters. However, we cannot give any assurances that expected customer delivery dates for our periscope products will not need to be delayed further. In the short term, the Company plans to utilize its current cash, available line of credit and operating cash flow to fund inventory purchases in support of the backlog growth and higher anticipated revenue during the next twelve months. Short term cash in excess of our working capital needs may be also be used to fund the purchase of product lines and other assets, including property and equipment required to maintain or meet our growing backlog, in addition to repurchasing common stock against our current stock repurchase plan. Longer term, excess cash beyond our operating needs may be used to fund new product development, company or product line acquisitions, or additional stock purchases as attractive opportunities present themselves. 12 In some instances, new government contract awards may allow for contract financing in the form of progress payments pursuant to Federal Acquisition Regulation 52.232-16, “Progress Payments.” Subject to certain limitations, this clause provides for government payment of up to 90% of incurred program costs prior to product delivery for small businesses like us. To the extent any contracts allow for progress payments and the respective contracts would result in significant preproduction cash requirements for design, process development, tooling, material or other resources which could exceed our current working capital or line of credit availability, we intend to utilize this benefit to minimize any potential negative impact on working capital prior to receipt of payment for the associated contract deliveries. Currently none of our existing contracts allow for progress payments. We refer to “ Note 4 – Commitments and Contingencies – Non-cancellable Operating Leases ” for a tabular depiction of our remaining minimum lease and estimated CAM payments under such leases as of July 2, 2023, which disclosure is incorporated herein by reference. The Company expects to generate net income and positive cash flow from operating activities over the next twelve months. To achieve and retain profitability, we need to maintain a level of revenue adequate to support our cost structure. Management intends to manage operations commensurate with its level of working capital and line of credit during the next twelve months and beyond; however, uneven revenue levels driven by changes in customer delivery demands, first article inspection requirements or other program delays associated with the pandemic, labor shortages and supply chain issues could create a working capital shortfall. In the event the Company does not successfully implement its ultimate business plan, certain assets may not be recoverable. 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 7.827% 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 $125,000 Letter of Credit sublimit. As of July 2, 2023, there was $1.2 million borrowed under the Credit Facility. As of July 2, 2023, the Company is in compliance with all covenants under the Credit Facility. The Credit Facility replaced the prior $2 million line of credit with PNC Bank, National Association. On September 22, 2021 the Company announced authorization for an additional $1 million stock repurchase program. As of July 2, 2023, there was an authorized balance of $560 thousand remaining to be spent against the repurchase program. During the nine months ended July 2, 2023, there were no stock repurchases against the plan. Critical Accounting Estimates A critical accounting estimate is an estimate that: ● is made in accordance with generally accepted accounting principles, ● involves a significant level of estimation uncertainty, and ● has had or is reasonably likely to have a material impact on the company’s financial condition or results of operation. 13 Our significant accounting policies are fundamental to understanding our results of operations and financial condition. Some accounting policies require that we use estimates and assumptions that may affect the value of our assets or liabilities and financial results. These policies are described in “Critical Policies and Accounting Pronouncements” and Note 2 (Accounting Policies) to consolidated financial statements in our Annual Report on Form 10-K for the year ended October 2, 2022. Our critical accounting estimates include warranty costs, contract losses and the deferred tax asset valuation. Future warranty costs are based on the estimated cost of replacement for expected returns based upon our most recent experience rate of defects as a percentage of warranty covered sales. Our warranty covered sales primarily include the Applied Optics Center optical assemblies. While our warranty period is 12 months, our reserve balances assume a general 90-day return period for optical assemblies previously delivered plus any returned backlog in-house that has not yet been repaired or replaced to our customer. If our actual warranty returns should significantly exceed our historical rates on new customer products, significant production changes, or substantial customer changes to the 90-day turn-around times on returned goods, the impact could be material to our operating profit. We have not experienced any significant changes to our warranty trends in the preceding three years and do not anticipate any significant impacts in the near term. We monitor the actual warranty costs incurred to the expected values on a quarterly basis and adjust our estimates accordingly. As of July 2, 2023, the Company had accrued warranty costs of $241 thousand, as compared to $169 thousand as of October 2, 2022. The primary reason for the $72 thousand increase in reserve balances relates to higher revenue on warrantied product being sold during the nine months ended July 2, 2023 as compared to the prior year resulting in increased backlog on returned products. As of July 2, 2023 and October 2, 2022, we had $133 thousand, and $289 thousand, respectively, of contract loss reserves included in our balance sheet accrued expenses. These loss contracts are related to some of our older legacy periscope IDIQ contracts which were priced in 2018 through early 2020, prior to Covid-19 and the significant downturn in defense spending on ground system vehicles. Due to inflationary price increases on component parts and higher internal manufacturing costs (as a result of escalating labor costs and higher burden rates on reduced volume), some of these contracts are in a loss condition, or at marginal profit rates. These contracts are typically three-year IDIQ contracts with two optional award years, and as such, we are obligated to accept new task awards against these contracts until the contract expiration. Should contract costs continue to increase above the negotiated selling price, or in the event the customer should release substantial quantities against these existing loss contracts, the losses could be material. For contracts currently in a loss status based on the estimated per unit contract costs, losses are booked immediately on new task order awards. During the nine months ended July 2, 2023, accrued contract losses decreased $156 thousand due to shipments against contract backlog and improvements in the total estimated contract costs associated with higher revenue and improved manufacturing overhead rates on increased production levels. There is no way to reasonably estimate future inflationary impacts, or customer awards on the existing loss contracts. As of July 2, 2023 and October 2, 2022, Optex Systems, Inc. has a deferred tax asset valuation allowance of ($0.8) million against deferred tax assets of $1.6 million and $1.8 million, respectively, for a net deferred tax asset of $0.8 million and $1.0 million. During the nine months ended July 2, 2023, our deferred tax assets decreased by $0.2 million related to temporary tax adjustments. The valuation allowance covers certain deferred tax assets where we believe we will be unlikely to recover those tax assets through future operations. The valuation reserve includes assumptions related to future taxable income which would be available to cover net operating loss carryforward amounts. Because of the uncertainties of future income forecasts combined with the complexity of some of the deferred assets, these forecasts are subject to change over time. While we believe our current estimate to be reasonable, changing market conditions and profitability, changes in equity structure and changes in tax regulations may impact our estimated reserves in future periods. 14 Item 3. Quantitative and Qualitative Disclosures about Market Risk. Not applicable. Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures As of the end of the period covered by our Quarterly Report on Form 10-Q for the quarter ended July 2, 2023, management performed, with the participation of our Principal Executive Officer and Principal Financial Officer, an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s forms, and that such information is accumulated and communicated to our management including our Principal Executive Officer and our Principal Financial Officer, to allow timely decisions regarding required disclosures. Based upon the evaluation described above, our Principal Executive Officer and our Principal Financial Officer concluded that, as of July 2, 2023, our disclosure controls and procedures were effective. Changes in Internal Control Over Financial Reporting During the three months ended July 2, 2023, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. PART II - OTHER INFORMATION Item 1. Legal Proceedings We are not aware of any material litigation pending or threatened against us. Item 1A . Risk Factors We have added the following risk factor due to recent events impacting regional banks. There have been no other material changes in the risk factors set forth in the Form 10-K filed for the year ended October 2, 2022. Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties, could adversely affect our business, results of operations or financial condition. Events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems. For example, on March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver; on March 12, 2023, Signature Bank and Silvergate Capital Corp. were each swept into receivership; and on May 1, 2023, First Republic Bank failed and regulators sold substantially all of its assets to JPMorgan Chase & Co. The failure of First Republic Bank occurred despite a previous attempt by some of the nation’s largest banks to shore up First Republic’s capital. Although we assess our banking and customer relationships as we believe necessary or appropriate, our access to funding sources and other credit arrangements in amounts adequate to finance or capitalize our current and projected future business operations could be significantly impacted. In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all. Any decline in available funding or access to our cash and liquidity resources could, among other risks, adversely impact our ability to meet our operating expenses, financial obligations or other obligations, result in breaches of our contractual obligations or result in violations of federal or state wage and hour laws. Any of these impacts, or any other impacts resulting from the factors described above or other related or similar factors not described above, could have material adverse impacts on our liquidity and our business, results of operations or financial condition. 15 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. Unregistered Sales On May 9, 2023, the Board of Directors approved a grant of 40,000 shares of restricted stock to an 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 January 1, 2025. The grant was exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) of such act and Rule 506 thereunder. Issuer Purchases of Equity Securities There were no purchases made by or on behalf of the Company or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) of its common stock under the Exchange Act) during the three months ended July 2, 2023. Item 3. Defaults upon Senior Securities. None. Item 4. Mine Safety Disclosures Not applicable . Item 6. Exhibits Exhibit No. Description 31.1 and 31.2 Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002 32.1 and 32.2 Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002 EX-101.INS Inline XBRL Instance Document EX-101.SCH Inline XBRL Taxonomy Extension Schema Document EX-101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document EX-101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document EX-101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document EX-101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 16 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. OPTEX SYSTEMS HOLDINGS, INC. Date: August 16, 2023 By: /s/ Danny Schoening Danny Schoening Principal Executive Officer OPTEX SYSTEMS HOLDINGS, INC. Date: August 16, 2023 By: /s/ Karen Hawkins Karen Hawkins Principal Financial Officer and Principal Accounting Officer 17