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 December 29, 2024 ☐ 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 February 7, 2025: 6,896,738 shares of common stock. OPTEX SYSTEMS HOLDINGS, INC. FORM 10-Q For the period ended December 29, 2024 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 1 Item 3. Quantitative and Qualitative Disclosures About Market Risk 11 Item 4. Controls and Procedures 11 PART II— OTHER INFORMATION 11 Item 1. Legal Proceedings 11 Item 1A. Risk Factors 11 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 11 Item 3. Defaults Upon Senior Securities 11 Item 4. Mine Safety Disclosures 11 Item 6. Exhibits 11 SIGNATURE 12 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 DECEMBER 29, 2024 (UNAUDITED) AND SEPTEMBER 29, 2024 F-2 CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED DECEMBER 29, 2024 (UNAUDITED) AND THE THREE MONTHS ENDED DECEMBER 31, 2023 (UNAUDITED) F-3 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED DECEMBER 29, 2024 (UNAUDITED) AND THE THREE MONTHS ENDED DECEMBER 31, 2023 (UNAUDITED) F-4 CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE THREE MONTHS ENDED DECEMBER 29, 2024 (UNAUDITED) AND THE THREE MONTHS ENDED DECEMBER 31, 2023 (UNAUDITED) F-5 CONDENSED CONSOLIDATED FINANCIAL STATEMENT FOOTNOTES (UNAUDITED) F-6 F- 1 Optex Systems Holdings, Inc. Condensed Consolidated Balance Sheets December 29, 2024 September 29, 2024 (Thousands, except share and per share data) (Unaudited) December 29, 2024 September 29, 2024 ASSETS Cash and Cash Equivalents $ 2,491 $ 1,009 Accounts Receivable, Net 1,734 3,764 Inventory, Net 14,674 14,863 Contract Asset 196 219 Prepaid Expenses 265 217 Current Assets 19,360 20,072 Property and Equipment, Net 1,520 1,292 Other Assets Deferred Tax Asset 888 947 Intangibles, net 912 951 Right-of-use Asset 2,103 2,233 Security Deposits 23 23 Other Assets 3,926 4,154 Total Assets $ 24,806 $ 25,518 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Accounts Payable $ 987 $ 1,177 Credit Facility - 1,000 Operating Lease Liability 643 638 Federal Income Taxes Payable 74 74 Accrued Expenses 1,065 1,258 Accrued Selling Expense 224 237 Accrued Warranty Costs 22 52 Contract Loss Reserves 213 259 Customer Advance Deposits 210 255 Current Liabilities 3,438 4,950 Other Liabilities Operating Lease Liability, net of current portion 1,624 1,760 Other Liabilities 1,624 1,760 Total Liabilities 5,062 6,710 Commitments and Contingencies - - Stockholders’ Equity Common Stock – ($ 0.001 par, 2,000,000,000 authorized, 6,896,738 and 6,873,938 shares issued and outstanding, respectively) 7 7 Additional Paid in Capital 21,557 21,465 Accumulated Deficit ( 1,820 ) ( 2,664 ) Stockholders’ Equity 19,744 18,808 Total Liabilities and Stockholders’ Equity $ 24,806 $ 25,518 The accompanying notes are an integral part of these condensed consolidated financial statements F- 2 Optex Systems Holdings, Inc. Condensed Consolidated Statements of Income (Unaudited) December 29, 2024 December 31, 2023 (Thousands, except share and per share data) Three months ended December 29, 2024 December 31, 2023 Revenue $ 8,198 $ 6,968 Cost of Sales 6,070 5,284 Gross Profit 2,128 1,684 General and Administrative Expense 1,212 1,131 Operating Income 916 553 Interest Expense ( 13 ) ( 7 ) Income Before Taxes 903 546 Income Tax Expense, net 59 115 Net income $ 844 $ 431 Basic income per share $ 0.12 $ 0.06 Weighted Average Common Shares Outstanding - basic 6,813,938 6,666,290 Diluted income per share $ 0.12 $ 0.06 Weighted Average Common Shares Outstanding - diluted 6,912,594 6,721,661 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) December 29, 2024 December 31, 2023 (Thousands) Three months ended December 29, 2024 December 31, 2023 Cash Flows from Operating Activities: Net Income $ 844 $ 431 Adjustments to Reconcile Net Income to Net Cash provided by Operating Activities: Depreciation and Amortization 129 92 Stock Compensation Expense 92 113 Deferred Tax 59 35 Accounts Receivable 2,029 1,194 Inventory 189 ( 532 ) Contract Asset 23 78 Prepaid Expenses ( 48 ) 65 Leases ( 1 ) 4 Accounts Payable and Accrued Expenses ( 383 ) 713 Federal Income Taxes Payable - 79 Accrued Warranty Costs ( 29 ) ( 27 ) Accrued Selling Expense ( 12 ) ( 56 ) Customer Advance Deposits ( 45 ) - Contract Loss Reserves ( 46 ) 65 Total Adjustments 1,957 1,823 Net Cash provided by Operating Activities 2,801 2,254 Cash Flows used in Investing Activities Purchases of Property and Equipment ( 319 ) ( 58 ) Net Cash used in Investing Activities ( 319 ) ( 58 ) Cash Flows used in Financing Activities Payments to Credit Facility ( 1,000 ) ( 1,000 ) Cash Paid for Taxes Withheld on Net Settled Restricted Stock Unit Shares Issued - ( 27 ) Net Cash used in Financing Activities ( 1,000 ) ( 1,027 ) Net Increase in Cash and Cash Equivalents 1,482 1,169 Cash and Cash Equivalents at Beginning of Period 1,009 1,204 Cash and Cash Equivalents at End of Period $ 2,491 $ 2,373 Supplemental Cash Flow Information Cash Paid for Interest $ 13 $ 7 Cash Paid for Taxes - - The accompanying notes are an integral part of these condensed consolidated financial statements F- 4 Optex Systems Holdings, Inc. Condensed Consolidated Statements of Stockholders’ Equity (Thousands, except share data) (Unaudited) Issued Stock Capital Deficit Equity Three months ended December 29, 2024 Common Additional Total Shares Common Paid in Accumulated Stockholders Issued Stock Capital Deficit Equity Balance at September 29, 2024 6,873,938 $ 7 $ 21,465 $ ( 2,664 ) $ 18,808 Stock Compensation Expense - - 92 - 92 Restricted Board Shares Issued (1) 22,800 - - - - Net Income - - - 844 844 Balance at December 29, 2024 6,896,738 $ 7 $ 21,557 $ ( 1,820 ) $ 19,744 Three months ended December 31, 2023 Common Additional Total Shares Common Paid in Accumulated Stockholders Issued Stock Capital Deficit Equity Balance at October 1, 2023 6,763,070 $ 7 $ 21,285 $ ( 6,432 ) $ 14,860 Balance 6,763,070 $ 7 $ 21,285 $ ( 6,432 ) $ 14,860 Stock Compensation Expense - - 113 - 113 Vested Performance Based Shares net of withheld taxes (2) 60,623 - ( 27 ) - ( 27 ) Net Income - - - 431 431 Balance at December 31, 2023 6,823,693 $ 7 $ 21,371 $ ( 6,001 ) $ 15,377 Balance 6,823,693 $ 7 $ 21,371 $ ( 6,001 ) $ 15,377 (1) Restricted Share Grant on November 5, 2024 to independent board members of 7,600 shares each, vesting on January 1, 2026. (2) Performance based shares vested October 2, 2023, December 22, 2023 and December 29, 2023 issued net of tax withheld. Shares were vested based on reaching 30-day VWAP of $ 3.70 , $ 4.45 and $ 5.35 on the respective vesting dates. 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 three months ended December 29, 2024 were derived from the U.S. government ( 26 %), five major U.S. defense contractors ( 18 %, 9 %, 8 %, 7 %, and 6 %, respectively), one major commercial customer ( 6 %) and all other customers ( 20 %). Approximately 94 % of the total company revenue is generated from domestic customers and 6 % is derived from foreign customers. Optex Systems Holdings’ operations are based in Dallas and Richardson, Texas in leased facilities comprising 93,967 square feet. As of December 29, 2024, Optex Systems Holdings operated with 128 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 September 29, 2024 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 December 29, 2024 and September 29, 2024, inventory included: Schedule of Inventory December 29, 2024 September 29, 2024 (Thousands) December 29, 2024 September 29, 2024 Raw Material $ 8,963 $ 9,460 Work in Process 6,086 5,954 Finished Goods 732 556 Gross Inventory $ 15,781 $ 15,970 Less: Inventory Reserves ( 1,107 ) ( 1,107 ) Net Inventory $ 14,674 $ 14,863 F- 6 Concentration of Credit Risk : Optex Systems Holdings’ accounts receivables as of December 29, 2024 consisted of U.S. government agencies ( 11 %), six major U.S. defense contractors ( 17 %, 15 %, 13 %, 11 %, 10 % and 9 %, respectively), one foreign military customer ( 8 %) and all other customers ( 6 %). The Company does not believe that this concentration results in undue credit risk given of the financial strength of the respective customers and the Company’s long history with them. 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 December 29, 2024, and September 29, 2024, the Company had warranty reserve balances of $ 22 and $ 52 thousand, respectively. The table below summarizes the warranty activity for the three months ended December 29, 2024 and December 31, 2023. Schedule of Warranty Reserves December 29, 2024 December 31, 2023 Three months ended December 29, 2024 December 31, 2023 Beginning balance $ 52 $ 75 Incurred costs for warranties satisfied during the period - ( 32 ) Warranty Expenses: Warranties reserved for new product shipped during the period (1) 12 52 Change in estimate for pre-existing warranty liabilities (2) ( 42 ) ( 47 ) Warranty Expense ( 30 ) 5 Ending balance $ 22 $ 48 (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. F- 7 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 months ended December 29, 2024 and December 31, 2023 there was $ 126 thousand and $ 115 thousand in service contract revenue recognized over time. During the three months ended December 29, 2024 and December 31, 2023, there was $ 45 thousand and zero of revenue recognized from customer deposit liabilities (deferred contract revenue). As of December 29, 2024 and September 29, 2024, customer deposit liabilities were $ 210 thousand and $ 255 thousand, respectively. As of December 29, 2024 and September 29, 2024, there was $ 224 thousand and $ 237 thousand in accrued selling expenses and $ 196 and $ 219 thousand in contract assets related to a $ 3.4 million contract booked in November 2022. The selling costs are amortized against the revenue for the contract deliveries which began in the first half of fiscal year 2024 and are expected to extend through fiscal year 2025. During the three months ended December 29, 2024 and December 31 2023, we booked $ 23 thousand and $ 22 thousand of selling expenses against the contract asset for shipments against the contract, respectively. 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 December 29, 2024 and September 29, 2024, the accrued contract loss reserves were $ 213 thousand and $ 259 thousand, respectively. During the three months ended December 29, 2024, the Company recognized $ 7 thousand in loss reserves on new contract awards and made shipments resulting in reductions of $ 53 thousand against existing loss reserves. During the three months ended December 31, 2023, the Company recognized $ 90 thousand in loss reserves on new contract awards and made shipments resulting in reductions of $ 25 thousand against existing loss reserves. Income Tax/Deferred Tax : As of December 29, 2024 and September 29, 2024, Optex Systems, Inc. has a deferred tax asset valuation allowance of ($ 0.8 ) million against deferred tax assets of $ 1.7 million, for a net deferred tax asset of $ 0.9 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. 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. F- 8 For the three months ended December 29, 2024, 82,800 shares of unvested restricted stock and 59,000 restricted stock units (which convert to an aggregate of 98,656 incremental shares) were included in the diluted earnings per share calculation. For the three months ended December 31, 2023, 120,000 shares of unvested restricted stock and 39,000 restricted stock units (which convert to an aggregate of 55,371 incremental shares) were included in the diluted earnings per share calculation and 54,000 performance shares were excluded from diluted earnings per share as they were below the target price. 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 100 % and sales to commercial customers represented less than 1 % of the external segment revenue for the three months ended December 29, 2024. The Optex Systems segment revenue is comprised of approximately 86 % domestic military customers and 14 % foreign military customers. For the three months ended December 29, 2024, Optex Systems represented 42 % of the Company’s total consolidated revenue and consisted of revenue from one major defense contractor ( 13 %), the U.S. Government ( 19 %) and all other customers ( 10 %). Optex Systems is located in Richardson Texas, with leased premises consisting of approximately 49,100 square feet. As of December 29, 2024, the Richardson facility operated with 82 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. F- 9 Applied Optics Center (“AOC”) – Dallas, Texas The Applied Optics Center serves primarily domestic U.S. customers. Sales to commercial customers represented approximately 11 % and military sales to prime and subcontracted customers represented approximately 89 % of the external segment revenue for the three months ended December 29, 2024. 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 three months ended December 29, 2024, AOC represented 58 % of the Company’s total consolidated revenue and consisted of revenue from five major defense contractors ( 9 %, 8 %, 7 %, 6 % and 5 %), the U.S. Government ( 6 %), one commercial customer ( 6 %), and all other customers ( 11 %). The Applied Optics Center is located in Dallas, Texas with leased premises consisting of approximately 44,867 square feet of space. As of December 29, 2024, AOC operated with 46 full time equivalent employees in a single shift operation. 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 December 29, 2024 Optex Systems Richardson Applied Optics Center Dallas Other (non-allocated costs and intersegment eliminations) Consolidated Total Revenues from external customers $ 3,415 $ 4,783 $ - $ 8,198 Intersegment revenues - 271 ( 271 ) - Total revenue $ 3,415 $ 5,054 $ ( 271 ) $ 8,198 Depreciation and amortization $ 64 $ 65 $ - $ 129 Interest Expense - - $ 13 $ 13 Income (loss) before taxes $ ( 285 ) $ 1,293 $ ( 105 ) $ 903 Other significant noncash items: Allocated home office expense $ ( 328 ) $ 328 $ - $ - Stock compensation expense $ - $ - $ 92 $ 92 Warranty expense $ - $ ( 30 ) $ - $ ( 30 ) Segment assets $ 16,881 $ 7,925 $ - $ 24,806 Expenditures for segment assets $ 74 $ 245 $ - $ 319 F- 10 Reportable Segment Financial Information (thousands) As of and for the three months ended December 31, 2023 Optex Systems Richardson Applied Optics Center Dallas Other (non-allocated costs and intersegment eliminations) Consolidated Total Revenues from external customers $ 3,394 $ 3,574 $ - $ 6,968 Intersegment revenues - 187 ( 187 ) - Total revenue $ 3,394 $ 3,761 $ ( 187 ) $ 6,968 Depreciation and amortization $ 10 $ 82 $ - $ 92 Interest expense $ - - $ 7 $ 7 Income (loss) before taxes $ 15 $ 651 $ ( 120 ) $ 546 Other significant noncash items: Allocated home office expense $ ( 343 ) $ 343 $ - $ - Stock compensation expense $ - $ - $ 113 $ 113 Warranty expense $ - $ 5 $ - $ 5 Segment assets $ 14,336 $ 8,053 $ - $ 22,389 Expenditures for segment assets $ 33 $ 25 $ - $ 58 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 $ 13.1 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 monthly 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 $ 9.3 thousand for additional CAM, to be adjusted annually based on actual expenses incurred by the landlord. As of December 29, 2024, 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 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 2025 Base year lease $ 254 $ 230 $ 11 $ 495 $ 219 2026 Base year lease 346 313 3 662 293 2027 Base year lease 357 322 - 679 298 2028 Base year lease 241 330 - 571 213 2029 Base year lease - 83 - 83 30 Total base lease payments $ 1,198 $ 1,278 $ 14 $ 2,490 $ 1,053 Imputed interest on lease payments (1) ( 100 ) ( 123 ) - ( 223 ) Total Operating Lease Liability (2) $ 1,098 $ 1,155 $ 14 $ 2,267 Right-of-use Asset (3) $ 1,013 $ 1,076 $ 14 $ 2,103 (1) Assumes a discount borrowing rate of 5.0 % on the new lease amendments effective as of January 11, 2021 . (2) Includes $ 164 thousand of unamortized deferred rent. (3) Short-term and Long-term portion of Operating Lease Liability is $ 643 thousand and $ 1,624 thousand, respectively. Total facilities rental and CAM expense under both facility lease agreements for the three months ended December 29, 2024 and December 31, 2023 was $ 224 and $ 217 thousand, respectively. Total office equipment rentals included in operating expenses was $ 7 and $ 5 thousand for the three months ended December 29, 2024 and December 31, 2023, respectively. Note 5 - Debt Financing 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 makes 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 credit facility with PNC Bank. 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 December 29, 2024, the interest rate was 7.35 % 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. During the three months ended December 29, 2024, the Company paid $ 1 million against the outstanding loan balance. The outstanding balance under the Texas Capital Facility was zero as of December 29, 2024 and $ 1 million as of September 29, 2024. For the three months ended December 29, 2024, the interest expense under the Texas Capital Facility was $ 13 thousand. F- 11 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 1, 2023 39,000 $ 3.06 120,000 $ 2.20 135,000 $ 2.37 Granted 40,500 7.17 - - - - Vested ( 13,000 ) 3.06 ( 60,000 ) 2.20 ( 135,000 ) 2.37 Forfeited - - - - - - Outstanding at September 29, 2024 66,500 $ 5.56 60,000 $ 2.20 - $ - Granted - - 22,800 8.10 - - Vested - - - - - - Forfeited ( 7,500 ) 5.19 - - - - Outstanding at December 29, 2024 59,000 $ 5.61 82,800 $ 3.82 - $ - Restricted Stock Units On May 1, 2023, the Company granted an aggregate of 39,000 restricted stock units to eleven employees under its 2023 Equity Incentive Plan. 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 twelve months ended October 1, 2023, there were 3,000 restricted stock units forfeited. On August 14, 2023 there was an additional grant of 3,000 restricted stock units to one new employee with a fair value of $ 11 thousand. 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. On May 1, 2024, the Company granted an aggregate of 39,000 restricted stock units to eleven employees under its 2023 Equity Incentive Plan. As of the grant date, assuming a 7.7 % forfeiture rate based on expected turnover across the three years, the aggregate value of the restricted stock units is $ 258 thousand which will be amortized across the three-year period on a straight-line basis. 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. On June 4, 2024 there was an additional grant of 500 restricted stock units to one employee with a fair value of $ 4 thousand. The 500 restricted stock units will vest 100 % on the anniversary date of the grant and will be forfeited if employment terminates prior to the relevant vesting date . On July 3 ,2024 there was an additional grant of 1,000 restricted stock units to one employee with a fair value of $ 7 thousand. The 1,000 restricted stock units will vest 100 % on the anniversary date of the grant and will be forfeited if employment terminates prior to the relevant vesting date. On May 1, 2024, there were 12,000 shares vested under its 2023 Equity Incentive Plan for restricted stock units granted on May 1, 2023. On May 3, 2024, 8,446 shares were issued to ten employees, net of tax withheld of $ 26 thousand. On August 14, 2024, there were 1,000 shares vested under its 2023 Equity Incentive Plan for restricted stock units granted on August 14, 2023. On August 20, 2024, 704 shares were issued to one employee, net of tax withheld of $ 2 thousand. During the three months ended December 29, 2024, there were 7,500 restricted stock units forfeited on the resignation of two employees. As of December 29, 2024, there were 59,000 unvested restricted stock units outstanding. F- 12 Restricted Shares On April 30, 2020, the Board of Directors 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. On each of January 1, 2021, January 1, 2022, and January 1, 2023, 60,000 of the restricted director shares vested. On February 16, 2023, 40,000 of the unvested restricted shares were forfeited and cancelled when one of the independent directors departed the Board. 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 December 31, 2023 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. The Company amortizes the grant date fair value to stock compensation expense on a straight-line basis across the five -year and two -year vesting periods beginning on April 30, 2020 and May 9, 2023, respectively. As of December 29, 2024, there were 60,000 of such unvested restricted shares outstanding which will vest on January 1, 2025. On November 5, 2024, the Board of Directors approved the following Board compensation for the three independent directors, effective January 1, 2025: (a) a cash payment of $44,000, and (b) $66,000 in restricted stock awarded under the 2023 Equity Incentive Plan, with 100% vesting on January 1, 2026, the share price calculated on the basis of the 10-day VWAP, and the number of shares rounded up to the nearest 100 shares. The restricted stock award was made on November 5, 2024 and consisted of 7,600 shares of restricted stock for each independent director. The total fair value for the 22,800 shares was $ 185 thousand based on the stock price of $ 8.10 as of November 5, 2024. As of December 29, 2024, there were 22,800 of such unvested restricted shares outstanding which will vest on January 1, 2026. Performance Shares 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. On October 2, 2023, 27,000 performance shares vested each date for reaching the 30-day VWAP for Tranche 1. The Company issued a total of 21,060 shares on October 24, 2023 in settlement of the vested shares, net of tax withheld of $ 27 thousand. On December 22, 2023 and December 29, 2023, 27,000 performance shares vested each date for reaching the 30-day VWAP for Tranche 2 and Tranche 3. On January 8, 2024 the Company issued a total of 39,563 shares in settlement of the vested shares, net of tax withheld of $ 91 thousand. Tax withholding for the share settlement occurred on January 8, 2024 and as such will be reported during the next three-month period ending March 31, 2024. On March 11, 2024, 27,000 performance shares vested each date for reaching the 30-day VWAP for Tranche 4. The Company issued a total of 20,669 shares on March 13, 2024 in settlement of the vested shares, net of tax withheld of $ 46 thousand. On May 17, 2024, 27,000 performance shares vested for reaching the 30-day VWAP for Tranche 5. The Company issued a total of 20,426 shares on May 17, 2024 in settlement of the vested shares, net of tax withheld of $ 53 thousand. F- 13 As of December 29, 2024, there were no performance shares remaining to vest. The assumptions and results for the Monte Carlo simulation employed for the performance shares 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 % 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. 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 As of period ended December 29, 2024 December 31, 2023 December 29, 2024 September 29, 2024 Restricted Shares $ 59 $ 41 $ 158 $ 33 Performance Based Shares - 64 - - Restricted Stock Units 33 8 252 284 Total Stock Compensation $ 92 $ 113 $ 410 $ 317 The unrecognized compensation expense for restricted shares and restricted stock units as of December 29, 2024, is expected to be recognized over a weighted-average period of 1.0 years and 1.9 years, respectively. F- 14 Note 7 - Stockholders’ Equity Dividends No dividends were declared or paid during the three months ended December 29, 2024 or December 31, 2023. 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. During the three months ended December 29, 2024 and December 31, 2023, there were zero common shares repurchased under the program. During the three months ended December 31, 2023, the Company issued 60,623 shares to Danny Schoening and Karen Hawkins in settlement of 81,000 performance shares which vested during the three months. The shares were issued net of 20,377 shares withheld for taxes. During the three months ended December 29, 2024, the Company issued 22,800 restricted shares to the three independent board members which will vest on January 1, 2026. As of December 29, 2024 and September 29, 2024, the total issued and outstanding common shares were 6,896,738 and 6,873,938 , respectively. Note 8 - Subsequent Events On January 1, 2025, 60,000 restricted shares issued to independent board members were vested. On January 13, 2025 there was $ 81 thousand and $ 58 thousand in bonus payments to Danny Schoening, CEO and Karen Hawkins, CFO, respectively, representing a 25 % bonus achievement against the 2024 performance metrics. F- 15 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 September 29, 2024 and our unaudited condensed consolidated financial statements and notes thereto for the quarter ended December 29, 2024, prepared in accordance with U.S. generally accepted accounting principles (GAAP). You are encouraged to review our condensed 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; 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. 1 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 revenue is related to the resale of products substantially manufactured by others. In this case, the product would likely be a simple replacement part of a larger system previously produced by Optex Systems, Inc. (Delaware). We are both a prime and sub-prime contractor to the Department of Defense. Sub-prime contracts are typically issued through major defense contractors such as General Dynamics Land Systems, Raytheon Corp., BAE, ADS Inc. and others. We are also a military supplier to foreign governments such as Israel, Australia and South American countries and as a subcontractor for several large U.S. defense companies serving foreign governments. The Federal Acquisition Regulation is the principal set of regulations that govern the acquisition process of government agencies and contracts with the U.S. government. In general, parts of the Federal Acquisition Regulation are incorporated into government solicitations and contracts by reference as terms and conditions effecting contract awards and pricing solicitations . 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. Material Trends and Recent Developments We have experienced substantial increases in the costs of aluminum, steel and acrylic commodities, which has affected our net income in the quarter ended December 29, 2024 and is expected to continue to have a negative effect on the margins generated under several of our long-term fixed contracts over the next two years. See also “ Item 1A. Risk Factors – Risks Related to Our Business - Certain of our products are dependent on specialized sources of supply potentially subject to disruption which could have a material, adverse impact on our business” in our Annual Report on Form 10-K for the year ended September 29, 2024. 2 We have experienced significant material shortages during the fiscal year ended October 1, 2023 and the first half of fiscal year ended September 29, 2024 from several significant suppliers of our periscope covers and housings. These shortages affect several of our periscope products at the Optex Richardson segment. The delays in key components, combined with labor shortages during the first half of the fiscal year ended September 29, 2024, have negatively impacted our production levels and have pushed back expected delivery dates. We have obtained an alternative source for one of our key components and are expediting our other suppliers to support the increased production levels. We have seen improvements in the local labor market since 2023 and increased our direct labor force and employee overtime in concert with improvements in our supplier delivery performance. Further, we have invested in additional machinery and equipment and other process improvements to increase production capacity and alleviate process bottlenecks. While we are encouraged by improvements in supplier performance and available manpower for the Optex Richardson segment periscope line which yielded increased revenue performance during fiscal year 2024, we have yet to ramp up deliveries sufficiently to keep pace with our current customer demands. As such, we cannot give any assurances that expected customer delivery dates for our periscope products will not experience further delays. We refer also to “ Item 1. Business – Market Opportunity: U.S. Military ” in our Annual Report on Form 10-K for the year ended September 29, 2024 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 Segment Information We have presented the operating results by segment to provide investors with an additional tool to evaluate our operating results and to have a better understanding of the overall performance of each business segment. Management of Optex Systems Holdings uses the selected financial measures by segment internally to evaluate its ongoing segment operations and to allocate resources within the organization accordingly. Segments are determined based on differences in products, location, internal reporting and how operational decisions are made. Management has determined that the Optex Systems, Richardson plant (to which we refer below as the Optex Richardson segment or Optex Systems), and the Applied Optics Center, Dallas plant (to which we refer below as the Applied Optics Center segment, or Applied Optics Center) are separately managed, organized, and internally reported as separate business segments. The table below provides a summary of selective statement of operations data by operating segment for the three months ended December 29, 2024 and December 31, 2023 reconciled to the Condensed Consolidated Results of Operations as presented in Item 1, “Condensed Consolidated Financial Statements.” 3 Results of Operations Selective Financial Information (Thousands) Three months ended December 29, 2024 December 31, 2023 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 $ 3,415 4,783 - 8,198 $ 3,394 3,574 - 6,968 Intersegment Revenues - 271 (271 ) - - 187 (187 ) - Total Segment Revenue 3,415 5,054 (271 ) 8,198 3,394 3,761 (187 ) 6,968 Total Cost of Sales 3,088 3,253 (271 ) 6,070 2,841 2,630 (187 ) 5,284 Gross Profit 327 1,801 - 2,128 553 1,131 - 1,684 Gross Margin % 9.6 % 35.6 % - 26.0 % 16.3 % 30.1 % - 24.2 % General and Administrative Expense 940 180 92 1,212 881 137 113 1,131 Segment Allocated G&A Expense (328 ) 328 - - (343 ) 343 - - Net General & Administrative Expense 612 508 92 1,212 538 480 113 1,131 Operating Income (Loss) (285 ) 1,293 (92 ) 916 15 651 (113 ) 553 Operating Income (Loss) % (8.3 )% 25.6 % - 11.2 % 0.4 % 17.3 % - 7.9 % Interest Expense - - (13 ) (13 ) - - (7 ) (7 ) Net Income (Loss) before taxes $ (285 ) 1,293 (105 ) 903 15 651 (120 ) 546 Net Income (Loss) % (8.3 )% 25.6 % - 11.0 % 0.4 % 17.3 % - 7.8 % For the three months ended December 29, 2024, our total revenues increased by $1.2 million, or 17.7%, compared to the prior year period. The increase in revenue was primarily driven by increased revenue at the Applied Optics Center during the most recent three months as compared to the prior year period. Consolidated gross profit for the three months ended December 29, 2024 increased by $0.4 million, or 26.4%, compared to the prior year period. Increased gross profit during the period was primarily driven by changes in product mix combined with higher revenue against a fixed cost base at the Applied Optics Center segment, offset by lower gross profit at the Optex Richardson segment on changes in product mix. Our operating income for the three months ended December 29, 2024 increased by $0.4 million compared to the prior year period. The increase in operating income was primarily driven by higher revenue and gross profit, which outpaced increased general and administrative spending. 4 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 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-month operating results for the periods ended December 29, 2024 and December 31, 2023, 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 December 29, 2024 December 31, 2023 Net Income (GAAP) $ 844 $ 431 Add: Depreciation and Amortization 129 92 Federal Income Tax Expense 59 115 Stock Compensation 92 113 Interest Expense 13 7 Adjusted EBITDA - Non GAAP $ 1,137 $ 758 Our net income increased by $0.4 million to $0.8 million for the three months ended December 29, 2024, as compared to $0.4 million for the prior year period. Our adjusted EBITDA increased by $0.4 million to $1.1 million for the three months ended December 29, 2024, as compared to $0.8 million for the prior year period. The increase is primarily driven by higher revenue and gross profit at the Applied Optics Center segment. Operating segment performance is discussed in greater detail throughout the following sections. 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 three months ended December 29, 2024, the Company booked $6.0 million in new orders, representing a 40.6% decrease over the prior year period orders of $10.1 million. The orders for the most recently completed three months consist of $2.6 million for our Optex Richardson segment and $3.3 million attributable to the Applied Optics Center segment. 5 The following table depicts the new customer orders for the three months ending December 29, 2024 as compared to the prior year period in millions of dollars: (Millions) Product Line Three months ended December 29, 2024 Three months ended December 31, 2023 Variance % Chg Periscopes $ 1.5 $ 4.9 $ (3.4 ) (69.4 )% Sighting Systems 0.1 (0.3 ) 0.4 (133.3 )% Howitzer - - - - % Other 1.0 1.6 (0.6 ) (37.5 )% Optex Systems – Richardson 2.6 6.2 (3.6 ) (58.1 )% Optical Assemblies 0.7 0.9 (0.2 ) (22.2 )% Laser Filters 2.4 2.4 - - % Day Windows - - - - % Other 0.3 0.6 (0.3 ) (50.0 )% Applied Optics Center – Dallas 3.4 3.9 (0.5 ) (12.8 )% Total Customer Orders $ 6.0 $ 10.1 $ (4.1 ) (40.6 )% Orders for the Optex Richardson segment decreased by $3.6 million, or 58.1%, from the prior year period, primarily as a result of order timing. We continue to be the sole source supplier on the majority of our backlog and our customers recognize the overall lead time has increased on many of these products. Based on this, our customers are placing periscope orders earlier in anticipation of longer lead times to delivery. For the year ended September 29, 2024, our periscope orders had increased $4 million, or 25.2% and as such our Optex Richardson order backlog remains strong and above the prior period backlog levels. In addition, we have several large proposals in process for which we expect an award in the next three to six months. Orders for the Applied Optics Center decreased by $0.5 million, or 12.8%, from the prior year period, primarily as a result of order timing. As of February 5, 2025, we have booked an additional $1.1 million in new orders for the Applied Optics Center. Orders for the Applied Optics Center can be somewhat volatile from quarter to quarter depending on factors such as government funding and commercial sales levels of key customers. Backlog as of December 29, 2024 was $42.0 million as compared to a backlog of $45.0 million as of December 31, 2023, representing a decrease of 6.7%. The following table depicts the current expected delivery by quarter of all contracts awarded as of December 29, 2024, as well as the December 29, 2024 backlog as compared to the backlog on December 31, 2023. (Millions) Product Line Q2 2025 Q3 2025 Q4 2025 2025 Delivery 2026+ Delivery Total Backlog 12/29/2024 Total Backlog 12/31/2023 Variance % Chg Periscopes $ 4.5 $ 6.5 $ 6.1 $ 17.1 $ 4.2 $ 21.3 $ 17.8 $ 3.5 19.7 % Sighting Systems 0.6 0.5 0.5 1.6 1.8 3.4 4.0 (0.6 ) (15.0 )% Howitzer - - - - 2.3 2.3 2.3 - - % Other 0.7 1.2 1.0 2.9 1.1 4.0 5.2 (1.2 ) (23.1 )% Optex Systems - Richardson 5.8 8.2 7.6 21.6 9.4 31.0 29.3 1.7 5.8 % Optical Assemblies 0.2 0.5 0.2 0.9 - 0.9 2.5 (1.6 ) (64.0 )% Laser Filters 2.6 2.3 0.9 5.8 2.5 8.3 10.5 (2.2 ) (21.0 )% Day Windows 0.3 0.2 0.1 0.6 0.2 0.8 1.5 (0.7 ) (46.7 )% Other 0.6 0.2 0.1 0.9 0.1 1.0 1.2 (0.2 ) (16.7 )% Applied Optics Center - Dallas 3.7 3.2 1.3 8.2 2.8 11.0 15.7 (4.7 ) (29.9 )% Total Backlog $ 9.5 $ 11.4 $ 8.9 $ 29.8 $ 12.2 $ 42.0 $ 45.0 $ (3.0 ) (6.7 )% 6 Optex Richardson backlog as of December 29, 2024, was $31.0 million as compared to a backlog of $29.3 million as of December 31, 2023, representing an increase of $1.7 million or 5.8%. The increased backlog for the Optex Richardson segment is primarily driven by higher customer demand for periscopes and the earlier timing of awards from our customers due to the current increased lead times from order to delivery. Applied Optics Center backlog as of December 29, 2024 was $11.0 million as compared to a backlog of $15.7 million as of December 31, 2023, representing a decrease of $4.7 million or 29.9%. The decrease in backlog for the Applied Optics Center is across all product groups and is primarily attributed to the timing of customer orders. We are anticipating new orders in the near term for delivery in the current fiscal year. Please refer to “ 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 manufacturers, 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 December 29, 2024 Compared to the Three Months Ended December 31, 2023 Revenue . For the three months ended December 29, 2024, revenue increased by $1.2 million or 17.7% compared to the prior year period as set forth in the table below: Three months ended (Thousands) Product Line December 29, 2024 December 31, 2023 Variance % Chg Periscopes $ 2,903 $ 1,976 $ 927 46.9 % Sighting Systems 414 359 55 15.3 % Howitzers - - - - Other 98 1,059 (961 ) (90.7 )% Optex Systems - Richardson 3,415 3,394 21 0.6 % Optical Assemblies 473 1,226 (753 ) (61.4 )% Laser Filters 3,602 1,837 1,765 96.1 % Day Windows 292 161 131 81.4 Other 416 350 66 18.9 % Applied Optics Center - Dallas 4,783 3,574 1,209 33.8 % Total Revenue $ 8,198 $ 6,968 $ 1,230 17.7 % Optex Richardson revenue increased by $21 thousand or 0.6% for the three months ended December 29, 2024 as compared to the prior year period with higher revenue in periscopes and sighting systems, offset by lower revenue on other product line, which include collimators, beamsplitters and objective cells and mirror assemblies. Based on our current backlog, we expect revenues to increase across all Optex Richardson product lines over the next three quarters. 7 Applied Optics Center revenue increased by $1.2 million or 33.8% for the three months ended December 29, 2024 as compared to the prior year period. The revenue increase is primarily attributable to military spending on filters, day windows and other, partially offset by lower revenue from commercial optical assemblies during the three months ended December 29, 2024 as compared to the prior year period. Gross Margin . The gross margin during the three-month period ended December 29, 2024 was 26.0% of revenue as compared to a gross margin of 24.2% of revenue for the prior year period. The increase in gross profit is primarily attributable to higher revenue against a fixed cost base combined with changes in product mix between segments. Cost of sales increased to $6.1 million for the recently completed period as compared to the prior year period of $5.3 million due to higher revenue. G&A Expenses . During the three months ended December 29, 2024 and December 31, 2023, we recorded operating expenses of $1.2 million and $1.1 million, respectively. Operating expenses increased by 7.2% over the prior year period primarily due to increases in royalties and selling expenses over the prior year period. Operating Income . During the three months ended December 29, 2024, we recorded operating income of $0.9 million, as compared to operating income of $0.6 million during the three months ended December 31, 2023. The $0.4 million increase in operating income is primarily due to higher revenue and gross profit, slightly offset by increased general and administrative spending. Liquidity and Capital Resources As of December 29, 2024, Optex Systems Holdings had working capital of $15.9 million, as compared to $15.1 million as of September 29, 2024. During the three months ended December 29, 2024, we generated operating cash of $2.8 million, primarily driven by higher net income and collections against accounts receivable. During the three months ended December 29, 2024, we paid $1.0 million against the credit facility. The Company has capital commitments of $110 thousand for the purchase of property and equipment. Backlog as of December 29, 2024 was $42.0 million as compared to $45.0 million as of December 31, 2023, representing a decrease of 6.7%. 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 December 29, 2024, the Company had approximately $2.5 million in cash and no draws against our revolving credit line. As of December 29, 2024, our outstanding accounts receivable balance was $1.7 million, which has been collected during the second quarter of fiscal 2025. We refer to the disclosure above under “ Material Trends and Recent Developments” with respect to recent supply chain disruptions and material shortages, which disclosure is incorporated herein by reference. 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. We may also repurchase 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, product line or other asset acquisitions, or additional stock purchases as attractive opportunities present themselves. 8 On January 18, 2024, the Company acquired certain intellectual property and technical and marketing information relating to the Speedtracker Mach product line and entered into an asset purchase agreement and a contract manufacturing agreement with RUB Aluminium s.r.o. (“RUB”). The Company acquired the assets using $1 million cash on hand, with potential additional future cash payments based on successful completion of defined milestones. The initial term of the contract manufacturing agreement was one year, subject to additional one-year renewal terms. After the acquisition, the Company determined it would be more economical to move the manufacturing operations in house and is no longer ordering assembled units under the original contract manufacturing agreement. RUB will continue to provide the Company with purchased kit parts for the manufacture of the Speedtracker Mach products. The acquisition included transaction costs of $30 thousand. Pursuant to the asset purchase agreement, the total earnout payment will be $238 thousand only if the earnout revenue milestone is achieved during the earnout period, otherwise the earnout will be zero. As of September 29, 2024, it was determined that the earnout revenue milestone was unlikely to be achieved during the earnout period and the fair value of the contingent liability was zero. The asset will be amortized on a straight-line basis over a seven-year period. We refer to “ Note 5 – Commitments and Contingencies – Non-cancellable Operating Leases ” for a tabular depiction of our remaining minimum lease and estimated Common Area Maintenance (“CAM”) payments under such leases as of December 29, 2024, 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 remain profitable, 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 facility 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 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. As of December 29, 2024, the interest rate was 7.35% 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 December 29, 2024, there was zero borrowed under the Credit Facility. As of December 29, 2024, the Company was 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 September 29, 2024, there was an authorized balance of $560 thousand remaining to be spent against the repurchase program. During the three months ended December 29, 2024, there were no stock repurchases against the plan. During the three months ended December 29, 2024 the Company declared and paid no dividends. As of December 29, 2024, there are no outstanding declared and unpaid dividends. 9 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. 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 September 29, 2024. 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 December 29, 2024, the Company had accrued warranty costs of $22 thousand, as compared to $52 thousand as of September 29, 2024. The primary reason for the $30 thousand decrease in reserve balances relates to lower-than-expected warranty returns on product deliveries during the three months ended December 29, 2024. As of December 29, 2024 and September 29, 2024, we had $213 thousand, and $259 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 three months ended December 29, 2024, the Company recognized $7 thousand in loss reserves on new contract awards, made shipments resulting in reductions of $53 thousand against existing loss reserves. As of December 29, 2024 and September 29, 2024, Optex Systems, Inc. has a deferred tax asset valuation allowance of ($0.8) million against deferred tax assets of $1.7 million, for a net deferred tax asset of $0.9 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. 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. 10 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 December 29, 2024, 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 December 29, 2024, our disclosure controls and procedures were effective. Changes in Internal Control Over Financial Reporting During the three months ended December 29, 2024, 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 There have been no material changes in risk factors since the risk factors set forth in the Form 10-K filed for the year ended September 29, 2024. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. Unregistered Sales None. 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 December 29, 2024. Item 3. Defaults upon Senior Securities. None. Item 4. Mine Safety Disclosures Not applicable . Item 6. Exhibits Exhibit No. Description 10.1 Form of Restricted Stock Agreement (Directors) 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) 11 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: February 10, 2025 By: /s/ Danny Schoening Danny Schoening Principal Executive Officer OPTEX SYSTEMS HOLDINGS, INC. Date: February 10, 2025 By: /s/ Karen Hawkins Karen Hawkins Principal Financial Officer and Principal Accounting Officer 12