Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Sep. 27, 2015 | Dec. 15, 2015 | Mar. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Optex Systems Holdings Inc | ||
Entity Central Index Key | 1,397,016 | ||
Trading Symbol | opxs | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --09-27 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-Known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding | 429,898 | ||
Entity Public Float | $ 5,127,418 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Sep. 27, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 27, 2015 | Sep. 28, 2014 |
Current Assets | ||
Cash and Cash Equivalents | $ 683 | $ 1,685 |
Accounts Receivable, Net | 2,866 | 731 |
Net Inventory | 5,713 | 5,910 |
Prepaid Expenses | 170 | 41 |
Current Assets | 9,432 | 8,367 |
Property and Equipment, Net | 1,971 | 204 |
Other Assets | ||
Prepaid Royalties - Long Term | 120 | 150 |
Security Deposits | 23 | 26 |
Other Assets | 143 | 176 |
Total Assets | 11,546 | 8,747 |
Current Liabilities | ||
Accounts Payable | 575 | 312 |
Accrued Expenses | 812 | 458 |
Accrued Warranties | 28 | 25 |
Customer Advance Deposits - Short Term | 1,091 | 1,072 |
Credit Facility | 817 | |
Current Liabilities | 3,323 | 1,867 |
Other Liabilities | ||
Customer Advance Deposits - Long Term | 65 | 982 |
Other Liabilities | 65 | 982 |
Total Liabilities | $ 3,388 | $ 2,849 |
Stockholders' Equity | ||
Common Stock - ($0.001 par, 2,000,000,000 authorized, 314,867 and 310,867 shares issued and outstanding, respectively) | ||
Additional Paid-in-capital | $ 26,394 | $ 18,184 |
Retained Earnings (Deficit) | (18,236) | (12,286) |
Stockholders' Equity | 8,158 | 5,898 |
Total Liabilities and Stockholders' Equity | $ 11,546 | $ 8,747 |
Preferred Stock Series A | ||
Stockholders' Equity | ||
Preferred Stock Value | ||
Preferred Stock Series B | ||
Stockholders' Equity | ||
Preferred Stock Value |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 27, 2015 | Sep. 28, 2014 | Sep. 29, 2013 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | |
Common stock, shares issued | 314,867 | 310,867 | |
Common stock, shares outstanding | 314,867 | 310,867 | 170,914 |
Preferred Stock Series A | |||
Preferred stock, shares issued | 1,001 | 1,001 | |
Preferred stock, shares outstanding | 1,001 | 1,001 | |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Preferred Stock Series B | |||
Preferred stock, shares issued | 994 | 0 | |
Preferred stock, shares outstanding | 994 | 0 | |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 1,010 | 1,010 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 27, 2015 | Sep. 28, 2014 | |
Income Statement [Abstract] | ||
Revenues | $ 13,003 | $ 10,208 |
Cost of Sales | 11,617 | 8,810 |
Gross Margin | 1,386 | 1,398 |
General and Administrative Expense | 2,826 | 2,375 |
Operating Loss | (1,440) | (977) |
Gain on Purchased Asset | 2,110 | |
Interest Expense | (179) | (8) |
Other Income and Expense | 1,931 | (8) |
Income (Loss) Before Taxes | 491 | (985) |
Deferred Income Taxes (Benefit) | 1,077 | |
Net Income (Loss) After Taxes | 491 | (2,062) |
Preferred stock dividend/premium | (6,441) | |
Net loss applicable to common shareholders | $ (5,950) | $ (2,062) |
Basic and diluted income (loss) per share (in dollars per share) | $ (19.06) | $ (6.76) |
Weighted Average Common Shares Outstanding (in shares) | 312,219 | 304,894 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 27, 2015 | Sep. 28, 2014 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 491 | $ (2,062) |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 334 | 80 |
Noncash interest expense | 154 | 5 |
Provision for inventory valuation | 247 | 114 |
(Increase) decrease in deferred tax asset (net of valuation allowance) | 1,077 | |
Stock option compensation expense | 140 | 105 |
(Increase) decrease in accounts receivable | (2,135) | 2,387 |
(Increase) decrease in inventory (net of progress billed) | (49) | 1,555 |
(Increase) decrease in prepaid expenses | (130) | (10) |
(Increase) decrease in security deposits | 3 | |
Increase (decrease) in accounts payable and accrued expenses | 622 | (930) |
Increase (decrease) in accrued warranty costs | 3 | |
Increase (decrease) in customer advance deposits | (898) | (650) |
Total adjustments | (1,709) | 3,733 |
Net cash (used in) provided by operating activities | (1,218) | 1,671 |
Cash flows from investing activities | ||
Purchases of property and equipment | (2,100) | (40) |
Decrease in prepaid royalties - long term | 30 | 30 |
Net cash (used in) investing activities | (2,070) | (10) |
Cash flows from financing activities | ||
Proceeds from convertible notes issued | 1,560 | |
Debt issuance fees | (74) | |
Proceeds (to) from credit facility (net) | 800 | (858) |
Net cash provided by (used in) financing activities | 2,286 | (858) |
Net increase (decrease) in cash | (1,002) | 803 |
Cash at beginning of period | 1,685 | 882 |
Cash at end of period | 683 | 1,685 |
Supplemental cash flow information: | ||
Cash paid for interest | 25 | 8 |
Exchange of convertible note and accrued interest to series B preferred stock | 1,629 | |
Beneficial Conversion Feature on series B preferred stock | 4,887 | |
Beneficial Conversion Feature on series A preferred stock | 1,554 | |
Exchange of preferred stock for common stock | $ 10 | $ 100 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands | Common Stock | Preferred StockSeries A | Preferred StockSeries B | Additional Paid in Capital | Retained Earnings | Total | |
Balance at Sep. 29, 2013 | $ 157 | $ 17,922 | $ (10,224) | $ 7,855 | |||
Balance (in shares) at Sep. 29, 2013 | 157,346,607 | 1,016 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock Option Compensation Expense | 105 | 105 | |||||
Conversion of Preferred Stock | $ 10 | (10) | |||||
Conversion of Preferred Stock (in shares) | 10,000,000 | (15) | |||||
Exercise of Options | $ 4 | (4) | |||||
Exercise of Options (in shares) | 3,567,336 | ||||||
Adjustment for reverse split 1000:1 | [1] | $ (171) | 171 | ||||
Adjustment for reverse split 1000:1 (in shares) | [1] | (170,603,076) | |||||
Net Income (loss) | (2,062) | (2,062) | |||||
Balance at Sep. 28, 2014 | 18,184 | (12,286) | 5,898 | ||||
Balance (in shares) at Sep. 28, 2014 | 310,867 | 1,001 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock Option Compensation Expense | 140 | 140 | |||||
Preferred Series B Issued in Exchange of Convertible Notes | 1,629 | 1,629 | |||||
Preferred Series B Issued in Exchange of Convertible Notes (in shares) | 1,000 | ||||||
Conversion of Preferred Series B (in shares) | 4,000 | (6) | |||||
Beneficial Conversion Factor on Alpha Series A Preferred Stock - Dividend/Premium | 1,554 | (1,554) | |||||
Beneficial Conversion Factor on Alpha Series B Preferred Stock - Dividend/Premium | 4,887 | (4,887) | |||||
Net Income (loss) | 491 | 491 | |||||
Balance at Sep. 27, 2015 | $ 26,394 | $ (18,236) | $ 8,158 | ||||
Balance (in shares) at Sep. 27, 2015 | 314,867 | 1,001 | 994 | ||||
[1] | Reverse split effective on October 7, 2015 of 1000:1 shares, inclusive of round up lot quantity of 139,953 shares for holders of less than 100,000 shares, pre-split. Holders of less than 100,000 shares were rounded up to whole lots of 100 post split. |
Consolidated Statement of Stoc7
Consolidated Statement of Stockholders' Equity (Parentheticals) | 12 Months Ended |
Sep. 28, 2014shares | |
Statement Of Stockholders' Equity [Abstract] | |
Reverse stock split ratio | 1000:1 |
Roundup quantity for holders less than 100,000 shares, pre-split | 139,953 |
Roundup quantity for holders less than 100,000 shares, post split | 100 |
Organization and Operations
Organization and Operations | 12 Months Ended |
Sep. 27, 2015 | |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |
Organization and Operations | Note 1 — Organization and Operations On March 30, 2009, Optex Systems Holdings, Inc. (formerly known as Sustut Exploration, Inc.), a Delaware corporation (“Optex Systems Holdings”), along with Optex Systems, Inc., a privately held Delaware corporation (“Optex Systems, Inc.“), which is a wholly-owned subsidiary of Optex Systems Holdings, entered into a reorganization agreement, pursuant to which Optex Systems, Inc. was acquired by Optex Systems Holdings in a share exchange transaction. Optex Systems Holdings became the surviving corporation. At the closing, there was a name change from Sustut Exploration, Inc. to Optex Systems Holdings, Inc., and its year end changed from December 31 to a fiscal year ending on the Sunday nearest September 30. On October 14, 2008, certain senior secured creditors of Irvine Sensors Corporation, Longview Fund, L.P. (Longview) and Alpha Capital Anstalt formed Optex Systems, Inc., which acquired all of the assets and assumed certain liabilities of Optex Systems, Inc., a Texas corporation (“Optex Systems, Inc. (Texas)”), and a wholly-owned subsidiary of Irvine Sensors Corporation, in a transaction that was consummated via purchase at a public auction. Following this asset purchase, Optex Systems, Inc. (Texas) remained a wholly-owned subsidiary of Irvine Sensors Corporation. On February 20, 2009, Sileas Corporation (Sileas), a newly-formed Delaware corporation, owned by present members of Optex Systems Holdings’ management, purchased 100% of Longview’s equity and debt interest in Optex Systems, Inc. (Longview’s interest in Optex Systems, Inc. then representing 90% of the issued and outstanding common equity interests in Optex Systems, Inc.), in a private transaction. Optex Systems, Inc. operated as a privately-held Delaware corporation until March 30, 2009, when, as a result of a reverse merger transaction consummated pursuant to a reorganization agreement dated March 30, 2009, it became a wholly-owned subsidiary of Optex Systems Holdings. Sileas is the majority owner (parent) of Optex Systems Holdings, owning approximately 74.4% of the issued and outstanding equity interests in Optex Systems Holdings. The financial statements of Optex Systems Holdings represent subsidiary statements and do not include the accounts of its majority owner. Optex Systems Holdings’ operations are based in Dallas and Richardson, Texas in leased facilities comprising 93,733 square feet. As of September 27, 2015, Optex Systems Holdings operated with 90 full-time equivalent employees. Optex Systems Holdings 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. Optex Systems Holdings 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. In February 2009, Optex Systems Holdings’ ISO certification status was upgraded from 9001:2000 to 9001:2008, bringing Optex Systems Holdings into compliance with the new ISO standards rewritten to align with ISO 14001. On November 3, 2014, Optex Systems, Inc. entered into a Purchase Agreement with L-3 Communications, Inc. (“L-3”) pursuant to which Optex purchased from L-3 the assets comprising L-3’s Applied Optics Center (AOC) Products Line (“Purchased Assets”), which is engaged in the production and marketing and sales of precision optical assemblies utilizing thin film coating capabilities for optical systems and components primarily used for military purposes. See Note 4 Acquisition of L-3’s Applied Optics Center. U.S. military spending has been significantly reduced as a result of the Congressional sequestration cuts to defense spending, which began in fiscal year 2013. As a result of lower U.S. government spending, the Company has continued to explore other opportunities for manufacturing outside of our traditional product lines for products which could be manufactured using our existing lines in order to fully utilize our existing capacity. Further, we continue to look for additional strategic businesses to acquire that will strengthen our existing product line, expand our operations, and enter new markets. |
Accounting Policies
Accounting Policies | 12 Months Ended |
Sep. 27, 2015 | |
Accounting Policies [Abstract] | |
Accounting Policies | Note 2 — Accounting Policies Basis of Presentation Principles of Consolidation: Use of Estimates: Segment Reporting: Fiscal Year: Fair Value of Financial Instruments: Cash and Cash Equivalents: Concentration of Credit Risk: Accounts Receivable: Inventory: (Thousands) As of As of Raw Materials $ 4,545 $ 5,136 Work in Process 2,456 1,854 Finished Goods 304 265 Gross Inventory 7,305 7,255 Less: Unliquidated Progress Payments - - Inventory Reserves (1,592 ) (1,345 ) Net Inventory $ 5,713 $ 5,910 Net inventory decreased $197 thousand during the year ended September 27, 2015. The decrease in net inventory is due to a decrease of ($890) thousand primarily related to inventory used in support of shipments for the 5 year General Dynamics M36 contract, which was purchased in prior years, combined with increased reserves for slow moving and excess inventories of ($247) thousand. These decreases were offset with an increase of $940 thousand of inventory attributable to the acquisition of the Applied Optics Center from L-3 on November 3, 2014. See note 4, Purchase of Applied Optics Center. Warranty Costs: Property and Equipment: Revenue Recognition: The units-of-delivery method recognizes as revenue the contract price of units of a basic production product delivered during a period and as the cost of earned revenue the costs allocable to the delivered units. Costs allocable to undelivered units are reported in the balance sheet as inventory or work in progress. The method is used in circumstances in which an entity produces units of a basic product under production-type contracts in a continuous or sequential production process to buyers’ specifications. Optex Systems Holdings contracts are fixed price production type contracts whereby a defined order quantity is delivered to the customer during a continuous or sequential production process tailored to the buyer’s specifications (build to print). Optex Systems Holdings’ deliveries against these contracts generally occur in monthly increments across fixed delivery periods spanning from 3 to 36 months. Optex Systems Holdings may at times have contracts that allow for invoicing based on achievement of milestone events. In such cases, Optex Systems Inc. recognizes revenue based on the milestone method in accordance with FASB ASC 605-28, as applicable. On October 24, 2011, Optex Systems, Inc. was awarded an $8.0 million contract with General Dynamics Land Systems - Canada that provided for milestone invoices up to a total of $3.9 million. Currently, there are no additional contracts providing for milestone payments. In accordance with FASB 605-28, Optex Systems, Inc. recognizes milestone payments as revenue upon completion of a substantive milestone as commensurate with the following guidelines: our performance to achieve the milestone, the milestone relates solely to past performance and is reasonable relative to all of the deliverables and payment terms within the arrangement. Milestones are not considered as substantive if any portion of the associated milestone consideration relates to the remaining deliverables in the unit of accounting. Non-substantive milestone payments are reported as a liability on the balance sheet as Short Term and Long Term Customer Advance Deposits. Pursuant to the contract, all substantive milestones were completed as of September 30, 2012 and as such, there was zero revenue recognized for milestones in the years ending September 27, 2015 and September 28, 2014. As of September 28, 2013 all of the milestone events were completed and there were no unpaid/invoiced customer deposits related to the completed milestone events. Customer Advance Deposits: Estimated Costs at Completion and Accrued Loss on Contracts: If an estimate at completion indicates a potential overrun against budgeted resources for a fixed price contract/order, management first attempts to implement lower cost solutions that will profitably meet the requirements of the fixed price contract. If such solutions do not appear practicable, management makes a determination whether to seek renegotiation of contract or order requirements from the customer. If neither cost reduction nor renegotiation appears probable, an accrual for the contract loss/overrun is recorded against earnings and the loss is recognized in the first period the loss is identified based on the most recent estimates at completion of the particular contract or product order. As of September 27, 2015 there was $54 thousand in contract loss reserves related to cost overruns incurred on a small contract scheduled to complete in fiscal year 2015. As of September 28, 2014 the contract loss reserves were $11 thousand. During 2010, Optex Systems Holdings realized increased losses against the Howitzer programs of $1.1 million of which $0.8 million related specifically to production issues encountered on our Howitzer product line. Increased losses were primarily attributable to manufacturing issues on our U.S. government Howitzer Aiming Circles culminating in higher material scrap and labor hours, combined with a reduction in total production volume in 2010 which further impacted production efficiencies across all product lines. Optex Systems Holdings requested an equitable adjustment on this program due to significant design issues impacting the manufacturability of the product. As there was no guarantee that the request would be granted in part or in full, we realized the entire loss in fiscal year 2010. The initial equitable adjustment claim was formally rejected by the contracting agency on May 31, 2012; however, Optex Systems Holdings appealed the decision with the Armed Services Board of Contract Appeals (ASBCA). In September 2015, the U.S. Government agreed to an $850,000 settlement against the claim for the Aiming Circle contract number W52H09-06-D-0229. The settlement is the result of a negotiation and fact gathering process managed through the Armed Services Contract Board of Appeals (ASBCA). A contract modification was issued on September 23, 2015 increasing the total contract price by the agreed amount. As the respective units were shipped complete in 2011, the contract was essentially complete on execution of the modification and the entire amount was recorded as revenue for the twelve months ended September 27, 2015. Government Contracts: 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 prime military contracts and are generally, “flowed down” to Optex Systems Holdings as subcontractors on other military business. It has been Optex Systems Holdings’ experience that the termination for convenience is rarely invoked, except where it has been mutually beneficial for both parties. Optex Systems Holdings is not currently aware of any pending terminations for convenience or default on its existing contracts. In the event a termination for convenience were to occur, these Federal Acquisition Regulation clause 52.249-2 provides for full recovery of all contractual costs and profits reasonably incurred up to and as a result of the terminated contract. In the event a termination for default were to occur, Optex Systems Holdings could be liable for any excess cost incurred by the government to acquire supplies from another supplier similar to those terminated from Optex Systems Holdings. Optex Systems Holdings would not be liable for any excess costs if the failure to perform the contract arises from causes beyond its control and without its fault or negligence as defined by Federal Acquisition Regulation clause 52.249-8. In addition, the government may require Optex Systems Holdings to transfer title and deliver to the government any completed supplies, partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights that Optex Systems Holdings has specifically produced or acquired for the terminated portion of this contract. The government shall pay contract price for completed supplies delivered and accepted, and Optex Systems Holdings and the government would negotiate an agreed upon amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. Failure to agree on an amount for manufacturing materials is subject to the Federal Acquisition Regulation Disputes clause 52.233-1. In some cases, Optex Systems Holdings may receive orders subject to subsequent price negotiation on contracts exceeding the federal government simplified acquisition threshold of $750,000. These “undefinitized” contracts are considered firm contracts but as Cost Accounting Standards Board covered contracts, they are subject to the Truth in Negotiations Act disclosure requirements and downward only price negotiation. As of September 27, 2015 and September 28, 2014, Optex Systems had no booked orders that fell under this criterion. Impairment or Disposal of Long-Lived Assets: Accounting for the Impairment or Disposal of Long-lived Assets Stock-Based Compensation Optex Systems Holdings’ accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of FASB ASC 505-50. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. Stock-based compensation related to non-employees is accounted for based on the fair value of the related stock or options or the fair value of the services, whichever is more readily determinable in accordance with FASB ASC 718. Beneficial Conversion Features of Convertible Securities: Optex Systems Holdings has preferred stock, convertible into common shares, containing beneficial conversion features at inception as well as potential beneficial conversion features that could be triggered by future adjustments to the conversion price. Because our preferred stock is perpetual, with no stated maturity date, and the conversions may occur any time from inception, the dividend is recognized immediately when a beneficial conversion exists at issuance. During the twelve months ending September 27, 2015 and September 28, 2014, Optex Systems Holdings recognized preferred stock dividends of $6.4 million and zero, respectively on Series A and Series B preferred stock related to the beneficial conversion feature arising from a common stock conversion rate of $2.50 versus a current market price of $10.00 per common share (post-split). Intangible Assets: Intangible assets with indefinite lives are tested annually for impairment, during the fiscal fourth quarter and between annual periods, if impairment indicators exist, and are written down to fair value as required. Income Tax/Deferred Tax Earnings per Share The potentially dilutive securities that Optex Systems Holdings has outstanding are convertible preferred stock, stock options and warrants. In computing the dilutive effect of convertible preferred stock, the numerator is adjusted to add back any convertible preferred dividends, and the denominator is increased to assume the conversion of the number of additional common shares. Optex Systems Holdings uses the Treasury Stock Method to compute the dilutive effect of stock options and warrants. Convertible preferred stock, stock options and warrants that are anti-dilutive are excluded from the calculation of diluted earnings per common share. For the twelve months ended September 27, 2015, 1,001 shares of Series A preferred stock, 994 shares of Series B preferred stock, 62,858 stock options and 1,000 warrants and for the twelve months ended September 28, 2014, 1,001 shares of Series A preferred stock, 62,912 stock options and 1,000 warrants were excluded as anti-dilutive due to the net loss attributable to common shareholders during the years. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Sep. 27, 2015 | |
New Accounting Pronouncements and Changes In Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | Note 3 — Recent Accounting Pronouncements In July 2015, FASB issued ASU 2015-11— Inventory (Topic 330): “Simplifying the Measurement of Inventory”. In August 2014, FASB issued ASU 2014-15—Presentation of Financial Statements—Going Concern (ASC Subtopic 205-40): “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. In August 2015, FASB Issued ASU 2015-14—“Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date” In May 2014, FASB issued ASU 2014-09—Revenue from Contracts with Customers (Topic 606): “Section A—Summary and Amendments That Create Revenue from Contracts with Customers, (Topic 606) and Other Assets and Deferred Costs—Contracts with Customers (Subtopic 340-40), Section B—Conforming Amendments to Other Topics and Subtopics in the Codification and Status Tables, Section C—Background Information and Basis for Conclusions”. In July 2013, FASB issued ASU 2013-11—Income Taxes (ASC Topic 740): “ Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists |
Purchase of L-3's Applied Optic
Purchase of L-3's Applied Optics Products Center | 12 Months Ended |
Sep. 27, 2015 | |
Purchase Of L-Three'S Applied Optics Products Line Abstract [Abstract] | |
Purchase of L-3's Applied Optics Products Center | Note 4 - Purchase of L-3’s Applied Optics Products Center On November 3, 2014, Optex Systems, Inc. entered into a Purchase Agreement with L-3 pursuant to which Optex Systems, Inc. purchased from L-3 the assets comprising L-3’s Applied Optics Products Line (“Purchased Assets”). The Applied Optics Center is primarily engaged in the production, marketing and sales of precision optical assemblies utilizing thin film coating capabilities for optical systems and components primarily used for military purposes. The Purchased Assets consist of personal property, inventory, books and records, contracts, prepaid expenses and deposits, intellectual property, and governmental contracts and licenses utilized in the business comprised of the Purchased Assets. The purchase price for the Purchased Assets was $1,013.1 thousand, which was paid in full at closing, plus the assumption of certain liabilities associated with the Purchased Assets in the amount of $270.7. The source of funds for the acquisition consisted of Optex Systems, Inc.’s working capital of $213.1 thousand and an advance of $800 thousand from accredited investors which was subsequently consummated on November 17, 2014 through the private placement of convertible notes issued by Optex Systems Holdings in a transaction exempt from registration under Section 4(2) of the Securities Act. See Note 11 “Issuance of Convertible Notes”. The asset acquisition met the definition of a business for business combinations under ASC 805-10-20. The following table reconciles the fair value of the acquired assets and assumed liabilities to the total purchase price of the Applied Optics Center Acquisition (in thousands): Fair Values as of Fixed Assets $ 2,064.7 Inventory 940.1 Prepaid Assets/Other 47.1 Liabilities (270.7 ) Net Assets Acquired 2,781.2 Intangible Asset: Customer Contracts/Backlog 342.2 Total Assets Acquired 3,123.4 Less: Cash Consideration (1,013.1 ) Gain on Bargain Purchase $ 2,110.3 The aggregate purchase consideration has been allocated to the assets and liabilities acquired, including identifiable intangible assets, based on their respective estimated fair values. The total assets acquired exceeded the total consideration paid, thus there is no goodwill associated with the asset purchase and the acquisition has been determined as a bargain purchase which requires immediate recognition of a gain on the purchased assets. The gain is reflected in earnings in Other Income on the Consolidated Statement of Operations as “Gain on Purchased Asset”. The intangible assets include finite-life intangibles associated with undelivered customer backlog as of the acquisition date and was valued using the income approach methodology that includes the discounted cash flow method as well as other generally accepted valuation methodologies, which requires significant judgment by management. The cash flow projections took into effect the expected net sales from the customer backlog as of November 3, 2014 and the corresponding expenses against those sales in the respective periods. The shipments against the customer backlog were delivered completed between January and June of 2015, and as such, the intangible amortization against those shipments was complete by June 28, 2015. As of September 27, 2015 the balance in unamortized intangible assets was zero. The respective estimated fair values for property plant & equipment, and fixed assets were determined by an independent third-party appraisal firm. The appraisal methods employed by the firm in arriving at the final values on all of the equipment included a combination of the “Cost Approach” the “Market Data Approach” as well as “Income Approach” on specific high historical cost assets as presented by the seller. Certain assets which had very specific military manufacturing applications were operating at less than optimal capacity due to significantly reduced government spending from historical levels related to those processes. The excess or “idle” capacity on these unique assets was considered in the appraiser’s valuation, and the appraised values adjusted downward accordingly, in consideration of the reduced revenue and corresponding limited cash flow that could reasonably be generated from these assets under the current market conditions. Separate from the appraisal analysis, Optex Systems, Inc. completed a physical inventory of all raw material, work in process and finished goods inventories in their various stages of production as of the acquisition date, and conducted a thorough revaluation and review of the counted inventory carrying values giving downward consideration to any excess, obsolete, or other product inventories which were valued in excess of the expected net realizable values given the depressed market conditions. Based on the supplemental inventory review, combined with the income approach used on the excess and idle capacity assets applied by the appraiser, the company was satisfied that the third party appraisal fairly valued those assets. The total fair value appraisal for the purchased assets, before intangible assets and assumed liabilities approximated 73% of the net carrying values of those same assets on the sellers closing balance sheet as of November 3, 2014. Optex Systems Holdings believes that it was able to acquire the Applied Optics Center for less than the fair value of its assets because of (i) its unique position as a market leader in the industry sector that directly utilizes the manufactured components specific to the Applied Optics Center, (ii) a previous customer/supplier relationship with the acquisition target, (iii) L-3’s intent to exit the optical coating operations, and (iv) L-3’s desire to provide for continued employment of the Applied Optics Center workforce. The Applied Optics Center had a recent history of losses, and the seller approached Optex Systems, Inc. in an effort to sell the product line and exit the optical coating manufacturing business that no longer fit its strategy. With the seller's intent to exit the business segment and Optex’s position as a market leader within the same industry sector utilizing the product line capability, Optex Systems, Inc. was able to agree on a favorable purchase price with L-3 Communications. As a result of the asset purchase, the company has incurred additional acquisition-related costs of approximately $40.2 thousand for legal, accounting and valuation consulting fees which have been expensed to general administrative costs. The following represents condensed pro forma revenue and earnings information for the twelve months ended September 27, 2015 and September 28, 2014 as if the acquisition of the Applied Optics Center had occurred on the first day of each of the fiscal years. Unaudited, Pro Forma (Thousands, except share data) Twelve Months Ending September 27, 2015 September 28, 2014 Revenues $ 13,072 $ 13,879 Net Income (Loss) applicable to common shareholders (6,299 ) (6,217 ) Diluted earnings per share $ (20.18 ) $ (20.39 ) Weighted Average Shares Outstanding 312,219 304,894 The unaudited pro forma financial information should be read in conjunction with Optex Systems Holding Inc.’s 8-K filing dated November 7, 2014 and subsequent 8-K/A filed on January 20, 2015. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Sep. 27, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 5 Segment Reporting Optex Systems Holdings, Inc. has two reportable segments which include Optex Systems (OPX)-Richardson, and Applied Optics Center (AOC) – Dallas. The accounting policies for each segment are the same as those described in the summary of significant accounting policies. Optex Systems Holdings, Inc. evaluates performance based on profit and loss from operations before income taxes excluding nonrecurring gains and losses. The Optex Systems Holdings reportable segments are strategic businesses offering similar products to similar markets and customers; however the companies are operated and managed separately due to differences in manufacturing technology, equipment, geographic location, and specific product mix. The Applied Optics Center was acquired as a unit, and the management at the time of the acquisition was retained. The Applied Optics Center segment also serves as the key supplier of the laser coated filters used in the production of periscope assemblies at the Optex Systems Richardson 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 – Dallas, serves as the home office for both segments and shared general and administrative costs attributable to both segments are allocated directly to the segments based on the government costs accounting standard, CAS 403 – “Allocation of Home Office Expenses to Segments”. The purpose of CAS 403 is to provide criteria for allocating home office expenses to the segments of an organization based on the beneficial or causal relationships between the expenses and the receiving segments. Based on CAS 403, Optex Systems Holdings allocates home office expenses based on a three factor formula which is the average of the following three percentages for the each segments fiscal year: (1) The percentage of segment payroll dollars to total payroll dollars of all segments; (2) The percentage of the segment’s operating revenue to the total operating revenue of all segments (3) The percentage of the average net book value of the sum of the segment’s tangible capital assets plus inventories to the total average net book value of such assets of all segments. Optex Systems (OPX) – Richardson, Texas Optex Systems, Inc. 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. also manufactures and delivers numerous periscope configurations, rifle and surveillance sights and night vision optical assemblies. We have capabilities which include machining, bonding, painting engraving and assembly and can perform both optical and environmental testing in-house. Optex Systems, Inc. products consist primarily of build-to-customer print products that are delivered both directly to the armed services and to other defense prime contractors. Optex Systems in Richardson is 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, NorcaTec and others. Optex Systems is also a military supplier to foreign governments such as Israel, Australia and NAMSA and South American countries and as a subcontractor for several large U.S. defense companies serving foreign governments. During the year ended September 27, 2015, 98% of Optex Systems – Richardson revenues were in support of prime and subcontracted military customers. The Optex Systems segment serves domestic military customers, 65%, foreign military customers, 33%, and domestic commercial customers of 2%. The Optex Systems segment revenue for the year ending September 27, 2015 was derived from external customers consisting of General Dynamics, 41%, the U.S. government, 39%, BAE, 10%, and other external customers, 10%. Optex Systems is located in Richardson Texas, with leased premises consisting of approximately 49,100 square feet. As of September 27, 2015, the Richardson facility operated with 56 full time equivalent employees in a single shift operation. Optex Systems in Richardson serves as the home office for both the Optex Systems (OPX) and Applied Optics Center (AOC) segments. Applied Optics Center (AOC) – Dallas On November 3, 2014, Optex Systems, Inc. entered into a Purchase Agreement with L-3 pursuant to which Optex Systems, Inc. purchased from L-3 the assets comprising L-3’s Applied Optics Center Products Line (see note 4). Applied Optics Center is engaged in the production, marketing and sales of precision optical assemblies and components which utilize thin film coating technologies. Most of the AOC products and services are directly related to the deposition of thin-film coatings. AOC is 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., L-3 Communications, Harris Corporation and others. AOC also creates a new sector of opportunity for commercial products . The Applied Optics Center serves primarily domestic U.S. customers. Approximately 90% of the Applied Optics Center revenue for the year ending September 27, 2015 was derived from external customers consisting of L3 Communications, 34%, Nightforce Optics, Inc., 27%, the U.S. government 19%, and other external customers, 10%. Sales to commercial customers represent 32% and military sales to prime and subcontracted customers represent 58% of the total segment revenue. Intersegment sales to Optex Systems – Richardson during the year ended September 27, 2015, comprised 10% of the total segments revenue and was primarily in support of military contracts. The Applied Optics Center (AOC), is located in Dallas, Texas with leased premises consisting of approximately 56,633 square feet of space, of which 12,000 square feet is currently subleased to L3 Mobile Vision. As of September 27, 2015, AOC operated with 34 full time equivalent employees in a single shift operation. The financial table below presents the information for each of the reportable segments profit or loss as well as segment assets for each year. As the Applied Acquisition Center was acquired on November 3, 2014, there is no separate segment information presented for the year ended September 28, 2014. Information for the year ended September 28, 2014 represents the Optex Systems – Richardson financial information only. Optex Systems Holdings, Inc. does not allocate interest expense, income taxes or unusual items to segments. Reportable Segment Financial Information Twelve months ending September 27, 2015 Twelve months ending Optex Systems Applied Optics Center Other Consolidated Optex Systems Revenues from external customers $ 8,172 $ 4,831 $ - $ 13,003 $ 10,208 Intersegment revenues - 526 (526 ) - - Total Revenue $ 8,172 $ 5,357 $ (526 ) $ 13,003 $ 10,208 Interest expense - - 179 $ 179 (8 ) Depreciation and Amortization 88 246 - 334 80 Income (Loss) before taxes (431 ) 1,101 (179 ) 491 (969 ) Other significant noncash items: Allocated home office expense (387 ) 387 - - - (Gain) on purchased asset - AOC - (2,110 ) - (2,110 ) - Amortization of intangible assets - 342 - 342 - Stock option compensation expense 140 - - 140 105 Provision for excess & obsolete inventories 132 115 - 247 114 Royalty expense amortization 30 - - 30 30 Provision for contract losses (11 ) 54 - 43 11 Segment Assets 7,537 4,009 - 11,546 8,747 Expenditures for segment assets 30 2,070 - 2,100 40 (1) Amounts represent both the consolidated and Optex Systems-Richardson segment information. The Applied Optics Center was acquired on November 3, 2014, and as such, there is no prior year segment information. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Sep. 27, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 6 – Intangible Assets On November 3, 2014, Optex Systems, Inc. purchased the Applied Optics Center Products line in exchange for $1,013.1 thousand and the assumption of approximately $270.7 thousand of liabilities (see Note 4). Optex Systems, Inc. has allocated the consideration for the acquisition of the purchased assets among tangible and intangible assets acquired and liabilities assumed based upon their fair values as of the acquisition date. Assets that met the criteria for recognition as intangible assets apart from goodwill were also valued at their fair values. The purchase price was assigned to the acquired interest in the assets and liabilities of Optex Systems Holdings as of November 3, 2014 as follows: (Thousands) Assets: Current assets, consisting primarily of inventory of $940.1 thousand and prepaid assets of $47.1 thousand $ 987.2 Identifiable intangible assets 342.2 Other non-current assets, principally property and equipment 2,064.7 Total assets $ 3,394.1 Liabilities: Current liabilities, consisting of accounts payable of $119.4 thousand and accrued liabilities of $151.3 thousand $ (270.7 ) Acquired net assets $ 3,123.4 The fair values of the intangible assets as of the asset transfer date consisted primarily of $342.2 thousand of undelivered customer order backlog with contracted delivery dates that were essentially fulfilled as of June 28, 2015. The amortization of identifiable intangible assets associated with the acquisition has been amortized on a straight line basis over the six month period beginning on December 29, 2014 and ending June 28, 2015 at a rate of $57.0 thousand per month pursuant to the order deliveries. The intangible amortization was allocable to operating expenses as manufacturing cost of sales and general and administrative expenses at a rate of $48.5 thousand and $8.5 thousand per month, respectively, through June 28, 2015. The identifiable intangible assets are amortized over 15 years for income tax purposes. During the twelve months ending September 27, 2015, $291.1 thousand has been amortized to cost of sales, and $51.1 thousand had been amortized to general and administrative expenses. As of September 27, 2015, the total unamortized balance of intangible assets was zero. There were no unamortized intangible assets or amortization expenses incurred in the twelve months ending September 28, 2014. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Sep. 27, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 7 — Property and Equipment A summary of property and equipment at September 27, 2015 and September 28, 2014 is as follows: (Thousands) Estimated Useful Life Year Ended Year Ended Property and Equipment Furniture and Equipment 3-5yrs $ 322 $ 267 Machinery and Equipment 5 yrs 3,247 1,201 Leasehold Improvements 7 yrs 276 276 Less: Accumulated Depreciation (1,874 ) (1,540 Net Property & Equipment $ 1,971 $ 204 Depreciation Expense $ 334 $ 80 Net property and equipment increased by $1.8 million during the twelve months ending September 27, 2015 primarily as a result of the Applied Optical Center acquisition on November 3, 2014, which included equipment of $2.1 million. Depreciation expense increased by $254 thousand during the twelve months ending September 27, 2015 over the prior year period primarily as a result of $246 thousand of depreciation related to the Applied Optics Center and depreciation on additional Optex asset acquisitions of $8 thousand. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Sep. 27, 2015 | |
Accrued Liabilities [Abstract] | |
Accrued Expenses | Note 8 — Accrued Expenses The components of accrued liabilities for the years ended September 27, 2015 and September 28, 2014 are summarized below: (Thousands) Year Ended Year Ended Deferred Rent Expense $ 106 $ 91 Accrued Vacation 315 152 Property Taxes 81 37 Operating Expenses 81 61 Reserve for Contract Losses 54 10 Payroll & Payroll Related 175 107 Total Accrued Expenses $ 812 $ 458 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Sep. 27, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 — Commitments and Contingencies Rental Payments under Non-cancelable Operating Leases Optex Systems Holdings leases its office and manufacturing facilities for the Optex Systems, Inc, Richardson address and the Applied Optics Center Dallas address, under non-cancellable operating leases. The leased facility under Optex Systems Inc. at 1420 Presidential Drive, Richardson, Texas consists of 49,100 square feet of space and expires March 31, 2021. Pursuant to the terms of the most recent amendment to the Richardson site facilities lease, there was no base rent payment due from January 1, 2014 through March 31, 2014, with payments beginning April 2014, and annual rental payment increases occurring each year beginning in 2016. As of September 27, 2015 the unamortized deferred rent was $106 thousand as compared to $91 thousand as of September 28, 2014. Deferred rent expense is amortized monthly over the life of the lease. The leased facility under the Applied Optics Center at 9839 and 9827 Chartwell Drive, Dallas, Texas, consists of 56,633 square feet of space at the premises. The term of the lease expires September 30, 2016, and there are four renewal options available to the tenant, each with a renewal term duration of five years. Approximately 12,000 square feet covered under the Applied Optics Center lease, is subleased under a separate Memorandum of Understanding dated October 27, 2014, to L-3 Communications Mobile Vision Inc. The sublease term is for November, 2014 through September, 2016. The sublease is treated as a reduction in the company facilities rental CAM and expenses in the statement of operations. As of September 27, 2015, the remaining minimum lease and estimated common area maintenance (CAM) payments under the non-cancelable office and facility space leases are as follows: Non-cancellable Operating Leases Minimum Payments (Thousands) Optex Systems Applied Optics Center Applied Optics Center Fiscal Year Lease CAM Lease CAM Lease CAM Total 2016 $ 260 $ 86 $ 286 $ 80 $ (61 ) $ (32 ) $ 619 2017 266 88 - - - - 354 2018 271 90 - - - - 361 2019 281 92 - - - - 373 2020 291 94 - - - - 385 2021 147 48 - - - - 195 Total minimum lease payments $ 1,516 $ 498 $ 286 $ 80 $ (61 ) $ (32 ) 2,287 Total facilities rental and CAM expenses for both facility lease agreements as of the twelve months ended September 27, 2015 was $589 thousand. Total expense under facility lease agreements as of the twelve months ended September 28, 2014 $337 thousand. |
Transactions with a Related Par
Transactions with a Related Party | 12 Months Ended |
Sep. 27, 2015 | |
Related Party Transactions [Abstract] | |
Transactions with a Related Party | Note 10 — Transactions with a Related Party There were no transactions with Related Parties during fiscal years 2015 or 2014 except as described below in Note 11 Debt Financing. |
Debt Financing
Debt Financing | 12 Months Ended |
Sep. 27, 2015 | |
Debt Disclosure [Abstract] | |
Debt Financing | Note 11 — Debt Financing Related Parties Acquisition by Sileas Corporation on February 20, 2009 On February 20, 2009, Sileas purchased 100% of the equity and debt interest held by Longview, which represented 90% of the Optex Systems, Inc. (Delaware) outstanding equity on that date. Currently, Sileas is the majority owner of Optex Systems Holdings. Sileas Secured Promissory Note Due on May 29, 2021 to Longview Fund, LP As a result of the transaction described above between Sileas and Longview on February 20, 2009, Sileas, the new majority owner of Optex Systems, Inc. (Delaware), executed and delivered to Longview, a Secured Promissory Note due February 20, 2012 in the principal amount of $13,524,405. The Note bears simple interest at the rate of 4% per annum, and the interest rate upon an event of default increases to 10% per annum. In the event that a Major Transaction occurs prior to the maturity date resulting in the Borrower receiving Net Consideration with a fair market value in excess of the principal and interest due under the terms of this Secured Note, then in addition to paying the principal and interest due, Sileas shall also pay an amount equal to 90% of the consideration. “Major Transaction” refers to a transaction whereby Optex Systems, Inc. (Delaware) would consolidate or merge into or sell or convey all or substantially all of its assets to a third party entity for more than nominal consideration, and “Net Consideration” refers to the fair market value of the consideration received in connection with a Major Transaction less all outstanding liabilities of Optex Systems, Inc. (Delaware). On November 22, 2011 Sileas Corp and Longview Fund, LP entered into an amendment to the Secured Promissory Note that extended the maturity date for an additional two year period ending on February 20, 2014. In exchange for the extension, Sileas Corp agreed to pay Longview Fund an extension fee equal to 2% of the principal amount of this Secured Note. As a result of the agreement, the principal amount of the Note was increased $270 thousand to $13.8 million as of November 22, 2011. On November 27, 2013 Sileas Corp. and the Longview Fund, LP entered into an amendment to the Secured Promissory Note that extended the maturity date for an additional two year period ending on February 20, 2016. In exchange for the extension, Sileas Corp. agreed to pay the Longview Fund an extension fee equal to 2% of the principal amount of this Secured Note. As a result of the amendment, the principal amount of the Note was increased by $275 thousand to $14.1 million as of November 27, 2013, 2013. On June 5, 2015, Sileas Corp. amended its Secured Note, with Longview Fund, L.P., as lender, as follows: • The principal amount was increased to $18,022,329 to reflect the original principal amount plus all accrued and unpaid interest to date, and the Secured Note ceased to bear interest as of that date; • The maturity date of the note was extended to May 29, 2021; and • A conversion feature was added to the Secured Note by which the principal amount of the Secured Note can be converted into our Series A preferred stock, which is owned by Sileas, at the stated value of our Series A preferred stock. Simultaneously therewith, Sileas entered into a Blocker Agreement with us pursuant to which the Series A preferred stock shall not be convertible by Sileas into our common stock, and we shall not effect any conversion of the Series A Stock or otherwise issue any shares of our common stock pursuant hereto, to the extent (but only to the extent) that after giving effect to such conversion or other share issuance hereunder Sileas (together with its affiliates) would beneficially own in excess of 9.99% our common stock. Sileas also agreed to not vote any of its shares of Series A preferred stock in excess of 9.99% of our common stock. Credit Facility — Avidbank (formerly known as Peninsula Bank Business Funding) In April 2012, the Company amended its revolving credit facility with Avidbank. The renewable revolving maturity date was July 15, 2014. On May 22, 2014, the Company amended its revolving credit facility with Avidbank. The new renewable revolving maturity date is May 21, 2016. The facility provides up to $1 million in financing against eligible receivables and subject to meeting certain covenants including an asset coverage ratio test for up to two years. The company is in compliance with all debt covenants for the years presented. The material terms of the amended revolving credit facility are as follows: • The interest rate for all advances shall be the greater of 7.0% and the then in effect prime rate plus 2.5%. The additional minimum interest payment requirement per six month period is $10,000. • Interest shall be paid monthly in arrears. • The loan period is from May 22nd through May 21st of the following year, beginning with the period of May 22, 2014 through May 21, 2015 and a revolving loan maturity date of May 21, 2016, at which time any outstanding advances, and accrued and unpaid interest thereon, will be due and payable. • A renewal fee of $5,000 is due on the one year anniversary of the date of the loan agreement. • The obligations of Optex Systems, Inc. to Avidbank are secured by a first lien on all of its assets (including intellectual property assets should it have any in the future) in favor of Avidbank. • The facility contains customary events of default. Upon the occurrence of an event of default that remains uncured after any applicable cure period, Avidbank’s commitment to make further advances may terminate, and Avidbank would also be entitled to pursue other remedies against Optex Systems, Inc. and the pledged collateral. • Pursuant to a guaranty executed by Optex Systems Holdings in favor of Avidbank, Optex Systems Holdings has guaranteed all obligations of Optex Systems, Inc. to Avidbank. As of September 27, 2015, the outstanding principal and accrued interest balance on the line of credit was $817 thousand. For the years ended September 27, 2015 and September 28, 2014, the total interest expense against the outstanding line of credit balance was $33 thousand and $21 thousand, respectively. During the twelve months ended September 28, 2014, Optex Systems Holdings separately recognized $13 thousand in interest income related to financing fees on a foreign sale. There was zero interest income recognized for the twelve months ended September 27, 2015. Issuance of Convertible Notes On November 17, 2014, Optex Systems Holdings entered into a Subscription Agreement (the “Agreement”) to sell up to $2.1 million principal amount of convertible promissory notes (“Notes”) to several accredited investors (the “Investors”) in a private placement pursuant to which the Investors purchased a series of Notes with an aggregate principal amount of $1,550 thousand. An additional convertible promissory note for $10 thousand was issued to the placement agency in consideration for placement services on the transaction. The terms are consistent for each of the notes issued as follows: · The notes bear interest at a rate of 12% per annum and mature two years after the date of the issuance. · The interest is due either in cash or, at its option, through stock, or a combination at the option of Optex Systems Holdings. · The notes are convertible at the option of the note holders at any time into shares of Optex Systems Holdings’ common stock, par value $0.001 per share (the “Common Stock”) at a conversion price equal to $0.0025 per share. Effective as of October 7, 2015, the conversion price has been reset to $2.50 per share pursuant to the 1000:1 reverse stock split on common shares. · All or part of the then remaining principal amount of the notes may be prepaid at any time at a price equal to 125% of the sum of the remaining principal amount of the notes to be prepaid plus all accrued and unpaid interest thereon. · The converted stock may not exceed 3.33% of beneficial ownership for any holder or attribution parties. · The agreement also requires the Optex Systems Holdings to affect at least a 1:350 reverse split of its common stock no later than 90 days from November 17, 2014. · The conversion price of the notes is subject to “full ratchet” anti-dilution adjustment for subsequent lower price issuances by Optex Systems Holdings, as well as customary adjustments provisions for stock splits, stock dividends, recapitalizations and the like. · The notes contain certain customary negative covenants and events of default, including, but not limited to, Optex Systems Holdings’ failure to pay principal and interest, material defaults under the other transaction documents, bankruptcy, and Optex Systems Holdings’ failure to deliver Common Stock certificates after a conversion date. Pursuant to a Registration Rights Agreement, of even date, between the Company and the Investors, Optex Systems Holdings is obligated to file a registration statement with the Securities and Exchange Commission (“SEC”) registering the shares underlying the Notes for public resale by January 17, 2015 and cause such registration statement to be effective by March 17, 2015. The Company is subject to certain liquidated damages in the event it does not satisfy such obligations and other obligations under such Registration Rights Agreement. All of the noteholders have waived the Company’s obligations to file a registration statement by January 17, 2015 and to effect a reverse split of its common stock by February 17, 2015. Sileas Corp., the controlling shareholder of Optex Systems Holdings, also entered into a Make Whole Agreement, of even date, with the Investors for the benefit of the Company, pursuant to which, unless and until Optex Systems Holdings’ common stock is listed on the NASDAQ Capital Market, it will make payment to the investors of interest on the Notes, on any date on which interest is due and payable under the Notes, from the date of payment until the maturity date of the Notes. There is no corresponding agreement between Sileas and Optex Systems Holdings, and thus no related party transaction. The securities sold to the investors were not registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder and corresponding provisions of state securities laws, which exempt transactions by an issuer not involving any public offering. The Investors are “accredited investors” as such term is defined in Regulation D promulgated under the Securities Act. Optex Systems, Inc. incurred $74 thousand in debt issuance costs, for investment banking, legal and placements fee services, inclusive of the $10 thousand supplemental convertible note issued for placement fees. These costs are reflected in the balance sheet and cash flow statement as debt issuance costs and are amortized to interest expense across the term of the notes based on the effective interest method. For the twelve months ending September 27, 2015 the amortized interest expense related to the debt was $146 thousand, respectively and the unamortized debt issuance costs were zero. On March 26, 2015, Optex Systems Holdings filed a Certificate of Designation with respect to its Certificate of Incorporation to authorize a series of preferred stock known as “Series B Preferred Stock” under Article FOURTH thereof, with 1010 shares of Series B Preferred Stock issuable thereunder. The amendment was approved by the Company’s Board of Directors under Article FOURTH of its Certificate of Incorporation, as amended. The stated value of each share of Series B Preferred Stock is $1,629, and each share of Series B Preferred Stock is convertible into shares of the Company’s common stock at a conversion price of $0.0025. Effective as of October 7, 2015, the conversion price has been reset to $2.50 per share pursuant to the 1000:1 reverse stock split on common shares. Holders of the Series B Preferred Stock receive preferential rights in the event of liquidation to other classes of preferred and common stock of the Company other than the Company’s Series A Preferred Stock. Additionally, the holders of the Series B Preferred Stock are entitled to vote together with the common stock and the Series A Preferred Stock on an “as-converted” basis. On March 29, 2015, the holders of the Company’s $1,560,000 principal amount of convertible promissory notes, issued on or about November 17, 2014, converted the entire principal amount thereof and all accrued and unpaid interest thereon, into 1,000 shares of the Company’s Series B Preferred Stock. |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Sep. 27, 2015 | |
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | |
Stock Based Compensation | Note 12 — Stock Based Compensation The Optex Systems Holdings 2009 Stock Option Plan provides for the issuance of up to 75,000 shares to Optex Systems Holdings officers, directors, employees and to independent contractors who provide services to Optex Systems Holdings as either incentive or nonstatutory stock options determined at the time of grant. As of September 27, 2015, Optex Systems Holdings has granted stock options to officers and employees as follows (as adjusted for the 1000:1 reverse stock split on common shares effective October 7, 2015): Date of Shares Exercise Shares Outstanding Expiration Vesting Grant Granted Price As of 9/27/15 Date Period 03/30/09 1,415 $ 150.00 1,415 03/29/2016 3 years 05/14/09 1,267 $ 150.00 1,073 05/13/2016 4 years 12/09/11 46,070 $ 10.00 35,370 12/08/2018 4 years 12/19/13 25,000 $ 10.00 25,000 12/18/2020 4 years Total 73,752 62,858 Optex Systems Holdings recorded compensation costs for options and shares granted under the plan amounting to for $140 thousand and $105 thousand for the twelve months ended September 27, 2015 and September 28, 2015, respectively. The $140 thousand of compensation expense recorded during the twelve months ending September 27, 2015 included $57 thousand of expenses directly attributable to the early vesting of 7,500 shares on the resignation of the Chairman of the Board on November 19, 2014. The following table summarizes the status of Optex Systems Holdings’ aggregate stock options granted under the incentive stock option plan (as adjusted for the 1000:1 reverse stock split on common shares effective October 7, 2015): Number Weighted of Shares Average Weighted Aggregate Remaining Fair Average Value Subject to Exercise Options Value Life (Years) (Thousands) Outstanding as of September 29, 2013 48,248 $ — 3.56 — Granted – 2014 25,000 $ 10.00 5.22 $ 200 Forfeited – 2014 (5,336 ) $ — — Exercised – 2014 (5,000 ) $ 10.00 — Outstanding as of September 28, 2014 62,912 $ — 3.41 — Granted – 2015 — $ $ Forfeited – 2015 (54 ) $ — Exercised – 2015 — $ — Outstanding as of September 27, 2015 62,858 2.32 $ — Exercisable as of September 28, 2014 20,202 $ — 1.76 $ — Exercisable as of September 27, 2015 40,266 $ — 1.45 $ — There were zero and 25,000,000 options granted in the twelve months ended September 27, 2015 and September 28, 2014, respectively. The following table summarizes the status of Optex Systems Holdings’ aggregate non-vested shares granted under the 2009 Stock Option Plan: Number of Weighted- Non-vested as of September 29, 2013 30,548 $ 7.00 Non-vested granted — year ended September 28, 2014 25,000 $ 8.00 Vested — year ended September 28, 2014 (7,502 ) $ — Forfeited — year ended September 28, 2014 (5,336 ) $ — Non-vested as of September 28, 2014 42,710 $ 7.58 Non-vested granted — year ended September 27, 2015 — $ — Vested — year ended September 27, 2015 (20,064 ) $ 7.50 Forfeited — year ended September 27, 2015 (54 ) $ — Non-vested as of September 27, 2015 22,592 $ 7.66 As of September 27, 2015, the unrecognized compensation cost for non-vested share based compensation arrangements granted under the plan was approximately $159 thousand. These costs are expected to be recognized on a straight line basis through December 2017. There were no equity instruments issued to consultants and vendors in fiscal years 2015 and 2014. Warrant Agreements: As of September 27, 2015, Optex Systems Holdings had the following warrants outstanding: Grant Date Warrants Exercise Outstanding as Expiration Term Avidbank — Line of Credit 3/4/2010 1,000 $ 100.00 1,000 3/3/2016 6 years Total Warrants 1,000 1,000 During the periods ended September 27, 2015 and September 28, 2014, Optex Systems Holdings recorded a total of $0 and $0 thousand in interest expense related to the outstanding warrants and has an unamortized interest balance of zero as of September 27, 2015. These warrants are not included in the computation of weighted average of shares for year ended September 27, 2015 and September 28, 2014 as it would be anti-dilutive due to the net loss attributable to common shareholders incurred during the respective years. |
Stockholders Equity
Stockholders Equity | 12 Months Ended |
Sep. 27, 2015 | |
Stockholders Equity Note [Abstract] | |
Stockholders Equity | Note 13 — Stockholders Equity Common stock On August 31, 2015 the Company’s board of directors approved a reverse stock split of our common stock, in a ratio to be determined by the board of directors, of not less than 1-for-400 nor more than 1-for-1000. On October 6, 2015, 20 calendar days had passed since the mailing to our shareholders of the Definitive Schedule 14C filed on September 11, 2015 regarding the approval by board of the reverse stock split. On October 7, 2015, we effected a 1-for-1000 reverse split of our common stock. Pursuant to the reverse split, all shareholders of less than 100,000 pre-split common shares, were issued a round lot quantity of 100 common shares post split. The total share round up quantity related to the reverse split resulted in an additional issue of 139,953 common shares post-split. All share and related option information has been retroactively adjusted to reflect the decrease in shares resulting from this action. Additional funds were reclassified from the common stock to additional paid in capital to reflect the change in total par value represented by the lower common shares after the reverse split. The par value of the common stock outstanding shall remain at $0.001 per share subsequent to the reverse split action. As of September 29, 2013, Optex Systems had 170,914 common shares outstanding. During the twelve months ending September 28, 2014 Alpha Capital Anstalt converted 14.58 shares of Series A preferred stock at a stated value of $6,860 into 10,000 shares of its Common Stock at a conversion price of $10.00 per share for a converted value of $100,000 and a former director exercised 5,000 options at $10.00 per share in a net exchange for 3,567 common shares. The outstanding common shares as of September 28, 2014 were 310,867. Pursuant to the October 7, 2015 reverse split, there was an additional 139,953 shares issued to preserve round lots of 100 shares for all lot holders holding less than 100,000 pre-split, or 100 post-split shares common shares. An adjustment to common stock par value and additional paid in capital was recorded to reflect the change in values as a result of the reverse split. The table below reflects the changes to common shares and equity accounts as a result of the 1000:1 reverse split as of September 28, 2014. (Thousands except share data) Shares Common Stock Additional Paid Outstanding Par $0.001 in Capital Balance as of September 28, 2014 170,913,943 $ 171 $ 18,184 1000:1 Reverse split effective October 7, 2015 170,914 - 171 Roundup Quantity for holders less than 100 139,953 - - Common shares after reverse split as of September 28, 2014 310,867 $ - $ 171 Change in common shares (170,603,076 ) $ (171 ) $ 171 On March 29, 2015, we issued 1000 shares of our series B preferred stock in exchange for convertible notes. On May 27, 2015 a private investor converted $10 thousand, or 6 shares of the Series B preferred stock at a stated value of $1,629 per share, for 4,000 shares of common stock. The outstanding common shares as of September 27, 2015 were 314,867. There were no other issuances of common or preferred stock during the twelve months ended September 27, 2015. Series A preferred stock Optex Systems Holdings has filed a Certificate of Designation with the Secretary of State of the State of Delaware authorizing a series of preferred stock, under its articles of incorporation, known as “Series A preferred stock”. The Certificate of Designation currently sets forth the following terms for the Series A preferred stock: (i) number of authorized shares: 1,027; (ii) per share stated value: $6,860; (iii) liquidation preference per share: stated value; (iv) conversion price: $0.15 per share as adjusted from time to time; and (v) voting rights: votes along with the common stock on an as converted basis with one vote per share (vi) par value $0.001 per share. The conversion price was subsequently reset to $0.01 per share as discussed below. The Series A preferred stock entitles the holders to receive cumulative dividends at the rate of 6% per annum, payable in cash at the discretion of Board of Directors. Each share of preferred stock is immediately convertible into common shares at the option of the holder which entitles the holder to receive the equivalent number of common shares equal to the stated value of the preferred shares divided by the conversion price, which was initially set at $0.15 per share. The dividends were subsequently waived and the price per share was reset to $0.01 on February 21, 2012 as discussed below. On November 17, 2014 an exercise price per share ratchet was triggered by the issuance of convertible notes with a lower conversion price and the exercise price was reset to $0.0025 per common share Effective as of October 7, 2015, the conversion price has been reset to $2.50 per share pursuant to the 1000:1 reverse stock split on common shares. Holders of preferred shares receive preferential rights in the event of liquidation. Additionally the preferred stock shareholders are entitled to vote together with the common stock on an “as-converted” basis. As of April 1, 2012, the preferred shareholders agreed to waive the past dividends in arrears through June 29, 2014 of $884 thousand in exchange for an increase in the stated value to $6,860. On February 21, 2012, in connection with the purchase of the 5,000 shares of common stock of Optex Systems Holdings by Alpha Capital, the preferred shareholders executed an irrevocable waiver for any and all previously accrued and outstanding dividends and the right to receive any future dividends on the Series A Preferred Stock. The per share conversion price of the Optex Systems Holdings’ Series A Preferred Stock was automatically reset to $0.01 per share in accordance with the reset provision as set forth in paragraph 4(d)(ii) of the Series Designation for the Optex Systems Holdings’ Series A Preferred Stock. The total amount of dividends waived as a result of the February 21, 2012 waiver is $213 thousand. As of the years ended September 27, 2015 and September 28, 2014, there were no preferred dividends payable. As of September 27, 2015 and September 28, 2014 as a result of the executed waiver dated February 21, 2012, there were no dividends in arrears on preferred shares and no future dividends will accrue on the preferred shares. On March 19, 2013, Alpha Capital Anstalt converted 7.29 shares of Series A preferred stock at a stated value of $6,860 into 5,000 shares of its Common Stock for a total converted value of $50,000. On February 11, 2014 and March 24, 2014, Alpha Capital Anstalt converted 7.29 shares of Series A preferred stock at a stated value of $6,860 into 5,000 shares of its Common Stock for a converted value of $50,000 each transaction, respectively. As a result of the conversions, Optex Systems Holdings had 1,001 of preferred shares outstanding as of September 27, 2015 and 1,001 of preferred shares outstanding as of September 28, 2014 respectively. As of April 3, 2015, a majority in interest of the holders of the Series A preferred stock has waived the right to convert its Series A preferred stock into Company common shares until such a time as a reverse stock split of the Company’s stock is effected in sufficient ratio to accommodate full conversion of both Series A and Series B preferred stock from authorized and unissued shares. On October 7, 2015, we effected a 1-for-1000 reverse split of our common stock. Based on the price reset to $2.50 per common share, there are 75.5 shares of preferred stock with a beneficial conversion feature, “in the money”, which are subject to immediate conversion at the discretion of the holder. In the twelve months ending September 27, 2105, Optex Systems Holdings has recognized a $1.5 million adjustment to retained earnings for dividends for the intrinsic value of the beneficial conversion feature for the 75.5 preferred shares issued and not covered by the conversion waiver and blocker agreement. The remaining 926 outstanding Series A preferred shares will become convertible to common shares based on a future event. Based on the market price of the common stock of $7.00 (adjusted for 1000:1 reverse split) as of September 25, 2015, these preferred shares are subject to an additional $11.4 million retained earnings adjustment for dividends on the earliest potential conversion date as they become convertible. As these shares are subject to the potential for further adjustments to the conversion ratio based on future occurrences, any new conversion price reset may trigger recognition of an additional beneficial conversion feature on occurrence. Series B Preferred Stock On March 26, 2015, Optex Systems Holdings filed a Certificate of Designation with the Secretary of State of the State of Delaware authorizing a series of preferred stock, under its articles of incorporation, known as “Series B preferred stock”. The Certificate of Designation currently sets forth the following terms for the Series B preferred stock: (i) number of authorized shares: 1,010; (ii) per share stated value: $1,629 (iii) liquidation preference per share, other than Series A preferred stock: stated value; (iv) conversion price: $0.0025 per share as adjusted from time to time; (v) voting rights: votes along with the common stock on an as converted basis with one vote per share; and (vi) par value of $0.001 per share. Effective as of October 7, 2015, the conversion price has been reset to $2.50 per share pursuant to the 1000:1 reverse stock split on common shares. On June 28, 2015, the holders of the Company’s $1,560,000 principal amount of convertible promissory notes, issued on or about November 17, 2014, converted the entire principal amount thereof and all accrued and unpaid interest thereon, into 1,000 shares of the Company’s Series B Preferred Stock. Each share of preferred stock is immediately convertible into common shares at the option of the holder which entitles the holder to receive the equivalent number of common shares equal to the stated value of the preferred shares divided by the conversion price, which is initially set at $0.0025 per share and was reset to $2.50 per share pursuant to the October 7, 2015 1000:1 reverse stock split. On May 27, 2015 a private investor converted $10 thousand, or 6 shares of the Series B preferred stock at a stated value of $1,629 per share, for 4,000 shares of common stock. As of September 27, 2015, there were 994 shares of Series B preferred shares outstanding. At the time of issuance, the market value of the common stock was $10.00 ($0.01 pre split). As the conversion rate of $2.50 ($0.0025 pre split) was below the market price, the issued preferred series B stock contained a beneficial conversion feature. As the series B preferred stock is immediately convertible with no stated maturity date, Optex Systems Holdings recognized a retained earnings and additional paid in capital adjustment for the intrinsic value, “in the money portion”, of the conversion options at inception. For the twelve months ending September 27, 2015 Optex Systems Holdings recognized a retained earnings dividends and additional paid in capital adjustment of $4.9 million, which represented the intrinsic value of the options at the commitment date. As these shares are subject to the potential for further adjustments to the conversion ratio based on future occurrences, any new conversion price reset may trigger recognition of an additional beneficial conversion feature on occurrence. |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 27, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14 — Income Taxes The income tax provisions as of September 27, 2015 and September 28, 2014 include the following: (Thousands) 2015 2014 Current income tax expense: Federal $ — $ — State $ — $ — Deferred income tax provision (benefit): Federal $ (539 ) $ (331 ) State Change in valuation allowance 539 1,408 Provision for (Benefit from) income taxes, net $ -0- $ 1,077 The income tax provision for Optex Systems as of September 27, 2015 differs from those computed using the statutory federal tax rate of 34%, due to the following permanent differences: 2015 % 2014 % Tax provision (benefit) at statutory federal rate $ 167 34 $ (334 ) (34 )% Nondeductible expenses 11 2 3 0 % Gain on asset purchase (Applied Optics Center) (717 ) (146 ) Change in valuation and other 539 110 1,408 143 % Provision for (Benefit from) income taxes, net $ -0- -0- $ 1,077 109 % Deferred income taxes recorded in the balance sheets results from differences between financial statement and tax reporting of income and deductions. A summary of the composition of the deferred income tax assets (liabilities) follows: (Thousands) Deferred Tax Asset — Long Term As of As of Stock Options $ 242 $ 195 Inventory Reserve 312 228 Unicap 37 39 Contract Loss Reserve (260 ) (275 ) Fixed assets 48 27 Goodwill Amortization 1,451 1,612 Intangible Asset Amortization 732 823 Net Operating Losses 2,058 1,449 Other (34 ) (51 ) Subtotal $ 4,586 $ 4,047 Valuation allowance (4,586 ) (4,047 ) Net deferred asset (liability)-long term $ -0- $ -0- As of September 27, 2015, the Company has a net operating loss carryforward of $6,049 thousand as compared to net loss carryforwards of $4,263 thousand available as of September 28, 2014. As of September 28, 2014 management assessed the recoverability of deferred tax assets and determined due to recent and projected loss conditions and the continued downturn in the defense budget spending, that the balance of deferred tax assets may not be realized and increased the valuation allowance reserves by $1.1million during 2014. The valuation allowance reserve was increased by an additional $539 thousand during the twelve months ended September 27, 2015, consistent with the 2015 change in deferred tax assets. As of September 27, 2015 Optex Systems Inc. has a deferred tax asset valuation allowance of ($4.6) million against a deferred tax asset of $4.6 million. As the result of the application of the FASB ASC 740-10 , There were no income taxes paid during the fiscal years ended September 27, 2015 or September 28, 2014. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Sep. 27, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Defined Contribution Plan | Note 15 — Defined Contribution Plan The Company sponsors a defined contribution pension plan under Section 401(k) of the Internal Revenue Code for all employees. Company contributions are voluntary and are determined annually at the discretion of the Board of Directors at the beginning of each fiscal year. For the fiscal years ending September 27, 2015 and September 28, 2014, the company offered a qualified automatic contribution arrangement (QACA) with a 100% match of the first 1% and 50% matching of the next 5% and a 2 year vesting requirement. The Company’s contribution expense for the fiscal years ended September 27, 2015 and September 28, 2014 were $110 thousand and $74 thousand, respectively. Increased contribution expenses for the twelve months ended September 27, 2015 over the prior year, relate primarily to the acquisition of the Applied Optics Center on November 3, 2014. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Sep. 27, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 — Subsequent Events Resignation of a Director Effective November 3, 2015, Stanley Hirschman retired as one of our directors. Reverse Stock Split On October 6, 2015, 20 calendar days had passed since the mailing to our shareholders of the Definitive Schedule 14C filed on September 11, 2015 regarding the approval by our Board of Directors and shareholders of a reverse stock split of our common stock, in a ratio to be determined by our board of directors, of not less than 1-for-400 nor more than 1-for-1000 and on October 7, 2015, we effected a 1-for-1000 reverse split of our common stock. All warrant, option, share and per share information in this annual report gives retroactive effect for a 1-for-1000 split. All numbers in these financial statements and in this Annual Report on Form 10-K to which these financial statements are appended gives effect to all financial information as if the reverse split had occurred on the date reported, except as otherwise noted. Common Share Issue – Board of Directors On November 5, 2015, pursuant to the Board of Directors resolution on July 14, 2015, Optex Systems issued 99,000 common shares to the independent board members. Each independent board member was issued 21,000 shares, with 7,000 shares immediately vested, and the remaining 14,000 shares to be vested over two years, at 50% per year on the grant date anniversary. Each committee chair member was granted an additional 5,000 shares, which were immediately vested on issuance. |
Accounting Policies (Policies)
Accounting Policies (Policies) | 12 Months Ended |
Sep. 27, 2015 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation: |
Use of Estimates | Use of Estimates: |
Segment Reporting | Segment Reporting: |
Fiscal Year | Fiscal Year: |
Fair Value of Financial Instruments | Fair Value of Financial Instruments: |
Cash and Cash Equivalents | Cash and Cash Equivalents: |
Concentration of Credit Risk | Concentration of Credit Risk: |
Accounts Receivable | Accounts Receivable: |
Inventory | Inventory: (Thousands) As of As of Raw Materials $ 4,545 $ 5,136 Work in Process 2,456 1,854 Finished Goods 304 265 Gross Inventory 7,305 7,255 Less: Unliquidated Progress Payments - - Inventory Reserves (1,592 ) (1,345 ) Net Inventory $ 5,713 $ 5,910 Net inventory decreased $197 thousand during the year ended September 27, 2015. The decrease in net inventory is due to a decrease of ($890) thousand primarily related to inventory used in support of shipments for the 5 year General Dynamics M36 contract, which was purchased in prior years, combined with increased reserves for slow moving and excess inventories of ($247) thousand. These decreases were offset with an increase of $940 thousand of inventory attributable to the acquisition of the Applied Optics Center from L-3 on November 3, 2014. See note 4, Purchase of Applied Optics Center. |
Warranty Costs | Warranty Costs: |
Property and Equipment | Property and Equipment: |
Revenue Recognition | Revenue Recognition: The units-of-delivery method recognizes as revenue the contract price of units of a basic production product delivered during a period and as the cost of earned revenue the costs allocable to the delivered units. Costs allocable to undelivered units are reported in the balance sheet as inventory or work in progress. The method is used in circumstances in which an entity produces units of a basic product under production-type contracts in a continuous or sequential production process to buyers’ specifications. Optex Systems Holdings contracts are fixed price production type contracts whereby a defined order quantity is delivered to the customer during a continuous or sequential production process tailored to the buyer’s specifications (build to print). Optex Systems Holdings’ deliveries against these contracts generally occur in monthly increments across fixed delivery periods spanning from 3 to 36 months. Optex Systems Holdings may at times have contracts that allow for invoicing based on achievement of milestone events. In such cases, Optex Systems Inc. recognizes revenue based on the milestone method in accordance with FASB ASC 605-28, as applicable. On October 24, 2011, Optex Systems, Inc. was awarded an $8.0 million contract with General Dynamics Land Systems - Canada that provided for milestone invoices up to a total of $3.9 million. Currently, there are no additional contracts providing for milestone payments. In accordance with FASB 605-28, Optex Systems, Inc. recognizes milestone payments as revenue upon completion of a substantive milestone as commensurate with the following guidelines: our performance to achieve the milestone, the milestone relates solely to past performance and is reasonable relative to all of the deliverables and payment terms within the arrangement. Milestones are not considered as substantive if any portion of the associated milestone consideration relates to the remaining deliverables in the unit of accounting. Non-substantive milestone payments are reported as a liability on the balance sheet as Short Term and Long Term Customer Advance Deposits. Pursuant to the contract, all substantive milestones were completed as of September 30, 2012 and as such, there was zero revenue recognized for milestones in the years ending September 27, 2015 and September 28, 2014. As of September 28, 2013 all of the milestone events were completed and there were no unpaid/invoiced customer deposits related to the completed milestone events. |
Customer Advance Deposits | Customer Advance Deposits: |
Estimated Costs at Completion and Accrued Loss on Contracts | Estimated Costs at Completion and Accrued Loss on Contracts: If an estimate at completion indicates a potential overrun against budgeted resources for a fixed price contract/order, management first attempts to implement lower cost solutions that will profitably meet the requirements of the fixed price contract. If such solutions do not appear practicable, management makes a determination whether to seek renegotiation of contract or order requirements from the customer. If neither cost reduction nor renegotiation appears probable, an accrual for the contract loss/overrun is recorded against earnings and the loss is recognized in the first period the loss is identified based on the most recent estimates at completion of the particular contract or product order. As of September 27, 2015 there was $54 thousand in contract loss reserves related to cost overruns incurred on a small contract scheduled to complete in fiscal year 2015. As of September 28, 2014 the contract loss reserves were $11 thousand. During 2010, Optex Systems Holdings realized increased losses against the Howitzer programs of $1.1 million of which $0.8 million related specifically to production issues encountered on our Howitzer product line. Increased losses were primarily attributable to manufacturing issues on our U.S. government Howitzer Aiming Circles culminating in higher material scrap and labor hours, combined with a reduction in total production volume in 2010 which further impacted production efficiencies across all product lines. Optex Systems Holdings requested an equitable adjustment on this program due to significant design issues impacting the manufacturability of the product. As there was no guarantee that the request would be granted in part or in full, we realized the entire loss in fiscal year 2010. The initial equitable adjustment claim was formally rejected by the contracting agency on May 31, 2012; however, Optex Systems Holdings appealed the decision with the Armed Services Board of Contract Appeals (ASBCA). In September 2015, the U.S. Government agreed to an $850,000 settlement against the claim for the Aiming Circle contract number W52H09-06-D-0229. The settlement is the result of a negotiation and fact gathering process managed through the Armed Services Contract Board of Appeals (ASBCA). A contract modification was issued on September 23, 2015 increasing the total contract price by the agreed amount. As the respective units were shipped complete in 2011, the contract was essentially complete on execution of the modification and the entire amount was recorded as revenue for the twelve months ended September 27, 2015. |
Government Contracts | Government Contracts: 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 prime military contracts and are generally, “flowed down” to Optex Systems Holdings as subcontractors on other military business. It has been Optex Systems Holdings’ experience that the termination for convenience is rarely invoked, except where it has been mutually beneficial for both parties. Optex Systems Holdings is not currently aware of any pending terminations for convenience or default on its existing contracts. In the event a termination for convenience were to occur, these Federal Acquisition Regulation clause 52.249-2 provides for full recovery of all contractual costs and profits reasonably incurred up to and as a result of the terminated contract. In the event a termination for default were to occur, Optex Systems Holdings could be liable for any excess cost incurred by the government to acquire supplies from another supplier similar to those terminated from Optex Systems Holdings. Optex Systems Holdings would not be liable for any excess costs if the failure to perform the contract arises from causes beyond its control and without its fault or negligence as defined by Federal Acquisition Regulation clause 52.249-8. In addition, the government may require Optex Systems Holdings to transfer title and deliver to the government any completed supplies, partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights that Optex Systems Holdings has specifically produced or acquired for the terminated portion of this contract. The government shall pay contract price for completed supplies delivered and accepted, and Optex Systems Holdings and the government would negotiate an agreed upon amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. Failure to agree on an amount for manufacturing materials is subject to the Federal Acquisition Regulation Disputes clause 52.233-1. In some cases, Optex Systems Holdings may receive orders subject to subsequent price negotiation on contracts exceeding the federal government simplified acquisition threshold of $750,000. These “undefinitized” contracts are considered firm contracts but as Cost Accounting Standards Board covered contracts, they are subject to the Truth in Negotiations Act disclosure requirements and downward only price negotiation. As of September 27, 2015 and September 28, 2014, Optex Systems had no booked orders that fell under this criterion. |
Impairment or Disposal of Long-Lived Assets | Impairment or Disposal of Long-Lived Assets: Accounting for the Impairment or Disposal of Long-lived Assets |
Stock-Based Compensation | Stock-Based Compensation Optex Systems Holdings’ accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of FASB ASC 505-50. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. Stock-based compensation related to non-employees is accounted for based on the fair value of the related stock or options or the fair value of the services, whichever is more readily determinable in accordance with FASB ASC 718. |
Beneficial Conversion Features of Convertible Securities | Beneficial Conversion Features of Convertible Securities: Optex Systems Holdings has preferred stock, convertible into common shares, containing beneficial conversion features at inception as well as potential beneficial conversion features that could be triggered by future adjustments to the conversion price. Because our preferred stock is perpetual, with no stated maturity date, and the conversions may occur any time from inception, the dividend is recognized immediately when a beneficial conversion exists at issuance. During the twelve months ending September 27, 2015 and September 28, 2014, Optex Systems Holdings recognized preferred stock dividends of $6.4 million and zero, respectively on Series A and Series B preferred stock related to the beneficial conversion feature arising from a common stock conversion rate of $2.50 versus a current market price of $10.00 per common share (post-split). |
Intangible Assets | Intangible Assets: Intangible assets with indefinite lives are tested annually for impairment, during the fiscal fourth quarter and between annual periods, if impairment indicators exist, and are written down to fair value as required. |
Income Tax/Deferred Tax | Income Tax/Deferred Tax |
Earnings per Share | Earnings per Share The potentially dilutive securities that Optex Systems Holdings has outstanding are convertible preferred stock, stock options and warrants. In computing the dilutive effect of convertible preferred stock, the numerator is adjusted to add back any convertible preferred dividends, and the denominator is increased to assume the conversion of the number of additional common shares. Optex Systems Holdings uses the Treasury Stock Method to compute the dilutive effect of stock options and warrants. Convertible preferred stock, stock options and warrants that are anti-dilutive are excluded from the calculation of diluted earnings per common share. For the twelve months ended September 27, 2015, 1,001 shares of Series A preferred stock, 994 shares of Series B preferred stock, 62,858 stock options and 1,000 warrants and for the twelve months ended September 28, 2014, 1,001 shares of Series A preferred stock, 62,912 stock options and 1,000 warrants were excluded as anti-dilutive due to the net loss attributable to common shareholders during the years. |
Accounting Policies (Tables)
Accounting Policies (Tables) | 12 Months Ended |
Sep. 27, 2015 | |
Accounting Policies [Abstract] | |
Schedule of inventory | (Thousands) As of As of Raw Materials $ 4,545 $ 5,136 Work in Process 2,456 1,854 Finished Goods 304 265 Gross Inventory 7,305 7,255 Less: Unliquidated Progress Payments - - Inventory Reserves (1,592 ) (1,345 ) Net Inventory $ 5,713 $ 5,910 |
Purchase of L-3's Applied Opt26
Purchase of L-3's Applied Optics Products Center (Tables) | 12 Months Ended |
Sep. 27, 2015 | |
Purchase Of L-Three'S Applied Optics Products Line Abstract [Abstract] | |
Schedule of fair value of the acquired assets and assumed liabilities | Fair Values as of Fixed Assets $ 2,064.7 Inventory 940.1 Prepaid Assets/Other 47.1 Liabilities (270.7 ) Net Assets Acquired 2,781.2 Intangible Asset: Customer Contracts/Backlog 342.2 Total Assets Acquired 3,123.4 Less: Cash Consideration (1,013.1 ) Gain on Bargain Purchase $ 2,110.3 |
Schedule of pro forma condensed balance sheet and revenue and earnings information | Unaudited, Pro Forma (Thousands, except share data) Twelve Months Ending September 27, 2015 September 28, 2014 Revenues $ 13,072 $ 13,879 Net Income (Loss) applicable to common shareholders (6,299 ) (6,217 ) Diluted earnings per share $ (20.18 ) $ (20.39 ) Weighted Average Shares Outstanding 312,219 304,894 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Sep. 27, 2015 | |
Segment Reporting [Abstract] | |
Summary of information for each of the reportable segments profit or loss as well as segment assets for each year | Reportable Segment Financial Information Twelve months ending September 27, 2015 Twelve months ending Optex Systems Applied Optics Center Other Consolidated Optex Systems Revenues from external customers $ 8,172 $ 4,831 $ - $ 13,003 $ 10,208 Intersegment revenues - 526 (526 ) - - Total Revenue $ 8,172 $ 5,357 $ (526 ) $ 13,003 $ 10,208 Interest expense - - 179 $ 179 (8 ) Depreciation and Amortization 88 246 - 334 80 Income (Loss) before taxes (431 ) 1,101 (179 ) 491 (969 ) Other significant noncash items: Allocated home office expense (387 ) 387 - - - (Gain) on purchased asset - AOC - (2,110 ) - (2,110 ) - Amortization of intangible assets - 342 - 342 - Stock option compensation expense 140 - - 140 105 Provision for excess & obsolete inventories 132 115 - 247 114 Royalty expense amortization 30 - - 30 30 Provision for contract losses (11 ) 54 - 43 11 Segment Assets 7,537 4,009 - 11,546 8,747 Expenditures for segment assets 30 2,070 - 2,100 40 (1) Amounts represent both the consolidated and Optex Systems-Richardson segment information. The Applied Optics Center was acquired on November 3, 2014, and as such, there is no prior year segment information. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Sep. 27, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of purchase price was assigned to the acquired interest in the assets and liabilities | (Thousands) Assets: Current assets, consisting primarily of inventory of $940.1 thousand and prepaid assets of $47.1 thousand $ 987.2 Identifiable intangible assets 342.2 Other non-current assets, principally property and equipment 2,064.7 Total assets $ 3,394.1 Liabilities: Current liabilities, consisting of accounts payable of $119.4 thousand and accrued liabilities of $151.3 thousand $ (270.7 ) Acquired net assets $ 3,123.4 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Sep. 27, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | (Thousands) Estimated Useful Life Year Ended Year Ended Property and Equipment Furniture and Equipment 3-5yrs $ 322 $ 267 Machinery and Equipment 5 yrs 3,247 1,201 Leasehold Improvements 7 yrs 276 276 Less: Accumulated Depreciation (1,874 ) (1,540 Net Property & Equipment $ 1,971 $ 204 Depreciation Expense $ 334 $ 80 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Sep. 27, 2015 | |
Accrued Liabilities [Abstract] | |
Schedule of accrued liabilities | (Thousands) Year Ended Year Ended Deferred Rent Expense $ 106 $ 91 Accrued Vacation 315 152 Property Taxes 81 37 Operating Expenses 81 61 Reserve for Contract Losses 54 10 Payroll & Payroll Related 175 107 Total Accrued Expenses $ 812 $ 458 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Sep. 27, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of remaining minimum lease payments under the non-cancelable operating leases for equipment, office and facility space | Non-cancellable Operating Leases Minimum Payments (Thousands) Optex Systems Applied Optics Center Applied Optics Center Fiscal Year Lease CAM Lease CAM Lease CAM Total 2016 $ 260 $ 86 $ 286 $ 80 $ (61 ) $ (32 ) $ 619 2017 266 88 - - - - 354 2018 271 90 - - - - 361 2019 281 92 - - - - 373 2020 291 94 - - - - 385 2021 147 48 - - - - 195 Total minimum lease payments $ 1,516 $ 498 $ 286 $ 80 $ (61 ) $ (32 ) 2,287 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Sep. 27, 2015 | |
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | |
Schedule of stock options granted to officers and employees | Date of Shares Exercise Shares Outstanding Expiration Vesting Grant Granted Price As of 9/27/15 Date Period 03/30/09 1,415 $ 150.00 1,415 03/29/2016 3 years 05/14/09 1,267 $ 150.00 1,073 05/13/2016 4 years 12/09/11 46,070 $ 10.00 35,370 12/08/2018 4 years 12/19/13 25,000 $ 10.00 25,000 12/18/2020 4 years Total 73,752 62,858 |
Schedule of aggregate stock options granted under the incentive stock option plan | Number Weighted of Shares Average Weighted Aggregate Remaining Fair Average Value Subject to Exercise Options Value Life (Years) (Thousands) Outstanding as of September 29, 2013 48,248 $ — 3.56 — Granted – 2014 25,000 $ 10.00 5.22 $ 200 Forfeited – 2014 (5,336 ) $ — — Exercised – 2014 (5,000 ) $ 10.00 — Outstanding as of September 28, 2014 62,912 $ — 3.41 — Granted – 2015 — $ $ Forfeited – 2015 (54 ) $ — Exercised – 2015 — $ — Outstanding as of September 27, 2015 62,858 2.32 $ — Exercisable as of September 28, 2014 20,202 $ — 1.76 $ — Exercisable as of September 27, 2015 40,266 $ — 1.45 $ — |
Schedule of aggregate non-vested shares granted under the 2009 Stock Option Plan | Number of Weighted- Non-vested as of September 29, 2013 30,548 $ 7.00 Non-vested granted — year ended September 28, 2014 25,000 $ 8.00 Vested — year ended September 28, 2014 (7,502 ) $ — Forfeited — year ended September 28, 2014 (5,336 ) $ — Non-vested as of September 28, 2014 42,710 $ 7.58 Non-vested granted — year ended September 27, 2015 — $ — Vested — year ended September 27, 2015 (20,064 ) $ 7.50 Forfeited — year ended September 27, 2015 (54 ) $ — Non-vested as of September 27, 2015 22,592 $ 7.66 |
Schedule of warrants outstanding | Grant Date Warrants Exercise Outstanding as Expiration Term Avidbank — Line of Credit 3/4/2010 1,000 $ 100.00 1,000 3/3/2016 6 years Total Warrants 1,000 1,000 |
Stockholders Equity (Tables)
Stockholders Equity (Tables) | 12 Months Ended |
Sep. 27, 2015 | |
Stockholders Equity Note [Abstract] | |
Schedule of changes to common shares and equity accounts | (Thousands except share data) Shares Common Stock Additional Paid Outstanding Par $0.001 in Capital Balance as of September 28, 2014 170,913,943 $ 171 $ 18,184 1000:1 Reverse split effective October 7, 2015 170,914 - 171 Roundup Quantity for holders less than 100 139,953 - - Common shares after reverse split as of September 28, 2014 310,867 $ - $ 171 Change in common shares (170,603,076 ) $ (171 ) $ 171 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 27, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax expense (benefit) | (Thousands) 2015 2014 Current income tax expense: Federal $ — $ — State $ — $ — Deferred income tax provision (benefit): Federal $ (539 ) $ (331 ) State Change in valuation allowance 539 1,408 Provision for (Benefit from) income taxes, net $ -0- $ 1,077 |
Schedule of components of income tax expense benefit and percentage | 2015 % 2014 % Tax provision (benefit) at statutory federal rate $ 167 34 $ (334 ) (34 )% Nondeductible expenses 11 2 3 0 % Gain on asset purchase (Applied Optics Center) (717 ) (146 ) Change in valuation and other 539 110 1,408 143 % Provision for (Benefit from) income taxes, net $ -0- -0- $ 1,077 109 % |
Schedule of deferred income tax assets (liabilities) | (Thousands) Deferred Tax Asset — Long Term As of As of Stock Options $ 242 $ 195 Inventory Reserve 312 228 Unicap 37 39 Contract Loss Reserve (260 ) (275 ) Fixed assets 48 27 Goodwill Amortization 1,451 1,612 Intangible Asset Amortization 732 823 Net Operating Losses 2,058 1,449 Other (34 ) (51 ) Subtotal $ 4,586 $ 4,047 Valuation allowance (4,586 ) (4,047 ) Net deferred asset (liability)-long term $ -0- $ -0- |
Organization and Operations (De
Organization and Operations (Detail Textuals) $ in Thousands | 12 Months Ended | ||||
Sep. 27, 2015USD ($)ft²Employee | Sep. 28, 2014USD ($) | Sep. 29, 2013USD ($) | Mar. 30, 2009 | Feb. 20, 2009 | |
Related Party Transaction [Line Items] | |||||
Leased facility (in square feet) | ft² | 93,733 | ||||
Entity Number Of Employees | Employee | 90 | ||||
Cash and Cash Equivalents | $ | $ 683 | $ 1,685 | $ 882 | ||
Sileas Corporation | |||||
Related Party Transaction [Line Items] | |||||
Equity method investment, ownership percentage | 74.40% | 90.00% | |||
Longview | |||||
Related Party Transaction [Line Items] | |||||
Equity method investment, ownership percentage | 100.00% |
Accounting Policies (Details)
Accounting Policies (Details) - USD ($) $ in Thousands | Sep. 27, 2015 | Sep. 28, 2014 |
Accounting Policies [Abstract] | ||
Raw Materials | $ 4,545 | $ 5,136 |
Work in Process | 2,456 | 1,854 |
Finished Goods | 304 | 265 |
Gross Inventory | $ 7,305 | $ 7,255 |
Less: | ||
Unliquidated Progress Payments | ||
Inventory Reserves | $ (1,592) | $ (1,345) |
Net Inventory | $ 5,713 | $ 5,910 |
Accounting Policies (Detail Tex
Accounting Policies (Detail Textuals) - USD ($) | Nov. 03, 2014 | Oct. 24, 2011 | Sep. 27, 2015 | Sep. 28, 2014 | Oct. 03, 2010 | Sep. 29, 2013 |
Accounting Policies [Line Items] | ||||||
Cash and cash equivalents | $ 683,000 | $ 1,685,000 | $ 882,000 | |||
Federal deposit insurance amount | 250,000 | |||||
Allowance for doubtful accounts | 8,000 | 8,000 | ||||
Bad debt expenses associated with uncollectable accounts | $ 5,000 | $ 11,000 | ||||
Warranty period | 15 months | 15 months | ||||
Warranty reserve | $ 28,000 | $ 25,000 | ||||
Depreciation method | straight line method | |||||
Estimated useful lives of the assets | three to seven years | |||||
Revenue recognized for milestones | $ 0 | 0 | ||||
Customer advances and deposits | 1,200,000 | |||||
Short term customer advance deposits for next twelve months | 1,091,000 | 1,072,000 | ||||
Long term customer advance deposits after September 2015 | 65,000 | 982,000 | ||||
Contract loss reserves related to cost overruns | 54,000 | $ 11,000 | ||||
Loss on contract | $ 1,100,000 | |||||
Loss related to production | $ 800,000 | |||||
Litigation settlement, amount | 850,000 | |||||
Federal government simplified acquisition threshold | 750,000 | |||||
Valuation allowance | 4,600,000 | |||||
Deferred tax asset reserve | 539,000 | |||||
Deferred tax assets | $ 4,600,000 | |||||
Common stock, conversion price | $ 2.50 | |||||
Conversion rate market price current | $ 10 | |||||
Unamortized balance of intangible assets | $ 0 | |||||
Minimum | ||||||
Accounting Policies [Line Items] | ||||||
Product fixed delivery period | 3 months | |||||
Maximum | ||||||
Accounting Policies [Line Items] | ||||||
Product fixed delivery period | 36 months | |||||
Applied Optics Product Line | ||||||
Accounting Policies [Line Items] | ||||||
Identified intangible assets | $ 342,200 | |||||
U.S. Government Agencies | ||||||
Accounting Policies [Line Items] | ||||||
Concentration risk, percentage | 32.00% | |||||
General Dynamics | ||||||
Accounting Policies [Line Items] | ||||||
Concentration risk, percentage | 26.40% | |||||
Net increase (decrease) inventory | $ (197,000) | |||||
Amount of inventory used in support of shipments | 890,000 | |||||
Increased reserves for slow moving and excess inventories | $ 247,000 | |||||
Term of inventory contract | 5 years | |||||
Contract amount in milestone event | $ 8,000,000 | |||||
Revenue Recognition, Milestone Method, Maximum Milestone Invoices | $ 3,900,000 | |||||
L-3 Communications | ||||||
Accounting Policies [Line Items] | ||||||
Concentration risk, percentage | 14.10% | |||||
L-3 Communications | Applied Optics Center | ||||||
Accounting Policies [Line Items] | ||||||
Net increase (decrease) inventory | $ 940,000 | |||||
Finite-lived intangible asset, initial useful life | less than one year | |||||
Nightforce Optics, Inc. | ||||||
Accounting Policies [Line Items] | ||||||
Concentration risk, percentage | 11.10% | |||||
Other Contractors | ||||||
Accounting Policies [Line Items] | ||||||
Concentration risk, percentage | 16.40% | |||||
BAE Systems | ||||||
Accounting Policies [Line Items] | ||||||
Concentration risk, percentage | 10.00% | |||||
Series A | ||||||
Accounting Policies [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount | 1,001 | 1,001 | ||||
Dividends, preferred stock | $ 6,400,000 | $ 0 | ||||
Series B | ||||||
Accounting Policies [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount | 994 | |||||
Dividends, preferred stock | $ 6,400,000 | $ 0 | ||||
Stock Options | ||||||
Accounting Policies [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount | 62,858 | 62,912 | ||||
Warrants | ||||||
Accounting Policies [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount | 1,000 | 1,000 |
Purchase of Applied Optics Prod
Purchase of Applied Optics Products Line (Details) - Applied Optics Product Line | Nov. 03, 2014USD ($) |
Business Acquisition [Line Items] | |
Fixed Assets | $ 2,064,700 |
Inventory | 940,100 |
Prepaid Assets/Other | 47,100 |
Liabilities | (270,700) |
Net Assets Acquired | 2,781,200 |
Intangible Asset: | |
Customer Contracts/Backlog | 342,200 |
Total Assets Acquired | 3,123,400 |
Less: Cash Consideration | (1,013,100) |
Gain on Bargain Purchase | $ 2,110,300 |
Purchase of Applied Optics Pr39
Purchase of Applied Optics Products Line (Details 1) - Applied Optics Product Line - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Sep. 27, 2015 | Sep. 28, 2014 | |
Business Acquisition [Line Items] | ||
Revenues | $ 13,072 | $ 13,879 |
Net Income (Loss) applicable to common shareholders | $ (6,299) | $ (6,217) |
Diluted earnings per share (in dollars per share) | $ (20.18) | $ (20.39) |
Weighted Average Shares Outstanding (in shares) | 312,219 | 304,894 |
Purchase of Applied Optics Pr40
Purchase of Applied Optics Products Line (Detail Textuals) - USD ($) | Nov. 03, 2014 | Sep. 27, 2015 |
Business Acquisition [Line Items] | ||
Unamortized intangible assets | $ 0 | |
Applied Optics Product Line | ||
Business Acquisition [Line Items] | ||
Purchase price paid | $ 1,013,100 | |
Liabilities assumed | 270,700 | |
Working capital surplus | 213,100 | |
Advance from accredited investors | $ 800,000 | |
Approximate percentage of net carrying value of assets for fair value appraisal | 73.00% | |
Acquisition-related costs | $ 40,200 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 27, 2015 | Sep. 28, 2014 | ||
Segment Reporting Information [Line Items] | |||
Interest Expense | $ 179 | $ 8 | |
Depreciation and amortization | 334 | 80 | |
Income (Loss) before taxes | 491 | (985) | |
Other significant noncash items: | |||
Segment Assets | 11,546 | $ 8,747 | |
Other (non allocated costs and intersegment eliminations) | |||
Segment Reporting Information [Line Items] | |||
Total Revenue | (526) | ||
Interest Expense | $ 179 | ||
Depreciation and amortization | |||
Income (Loss) before taxes | $ (179) | ||
Other significant noncash items: | |||
Allocated home office expense | |||
(Gain) on purchased asset - AOC | |||
Amortization of intangible assets | |||
Stock option compensation expense | |||
Provision for excess & obsolete inventories | |||
Royalty expense amortization | |||
Provision for contract losses | |||
Segment Assets | |||
Expenditures for segment assets | |||
Other (non allocated costs and intersegment eliminations) | Revenues from external customers | |||
Segment Reporting Information [Line Items] | |||
Total Revenue | |||
Other (non allocated costs and intersegment eliminations) | Intersegment revenues | |||
Segment Reporting Information [Line Items] | |||
Total Revenue | $ (526) | ||
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total Revenue | 13,003 | ||
Interest Expense | 179 | ||
Depreciation and amortization | 334 | ||
Income (Loss) before taxes | $ 491 | ||
Other significant noncash items: | |||
Allocated home office expense | |||
(Gain) on purchased asset - AOC | $ (2,110) | ||
Amortization of intangible assets | 342 | ||
Stock option compensation expense | 140 | ||
Provision for excess & obsolete inventories | 247 | ||
Royalty expense amortization | 30 | ||
Provision for contract losses | 43 | ||
Segment Assets | 11,546 | ||
Expenditures for segment assets | 2,100 | ||
Operating Segments | Revenues from external customers | |||
Segment Reporting Information [Line Items] | |||
Total Revenue | $ 13,003 | ||
Operating Segments | Intersegment revenues | |||
Segment Reporting Information [Line Items] | |||
Total Revenue | [1] | ||
Operating Segments | Optex Systems Richardson | |||
Segment Reporting Information [Line Items] | |||
Total Revenue | $ 8,172 | $ 10,208 | [1] |
Interest Expense | (8) | [1] | |
Depreciation and amortization | $ 88 | 80 | [1] |
Income (Loss) before taxes | (431) | $ (969) | [1] |
Other significant noncash items: | |||
Allocated home office expense | $ (387) | [1] | |
(Gain) on purchased asset - AOC | [1] | ||
Amortization of intangible assets | [1] | ||
Stock option compensation expense | $ 140 | $ 105 | [1] |
Provision for excess & obsolete inventories | 132 | 114 | [1] |
Royalty expense amortization | 30 | 30 | [1] |
Provision for contract losses | (11) | 11 | [1] |
Segment Assets | 7,537 | 8,747 | [1] |
Expenditures for segment assets | 30 | 40 | [1] |
Operating Segments | Optex Systems Richardson | Revenues from external customers | |||
Segment Reporting Information [Line Items] | |||
Total Revenue | 8,172 | $ 10,208 | |
Operating Segments | Applied Optics Center Dallas | |||
Segment Reporting Information [Line Items] | |||
Total Revenue | $ 5,357 | ||
Interest Expense | |||
Depreciation and amortization | $ 246 | ||
Income (Loss) before taxes | 1,101 | ||
Other significant noncash items: | |||
Allocated home office expense | 387 | ||
(Gain) on purchased asset - AOC | (2,110) | ||
Amortization of intangible assets | $ 342 | ||
Stock option compensation expense | |||
Provision for excess & obsolete inventories | $ 115 | ||
Royalty expense amortization | |||
Provision for contract losses | $ 54 | ||
Segment Assets | 4,009 | ||
Expenditures for segment assets | 2,070 | ||
Operating Segments | Applied Optics Center Dallas | Revenues from external customers | |||
Segment Reporting Information [Line Items] | |||
Total Revenue | $ 4,831 | ||
[1] | Amounts represent both the consolidated and Optex Systems-Richardson segment information. The Applied Optics Center was acquired on November 3, 2014, and as such, there is no prior year segment information. |
Segment Reporting (Detail Textu
Segment Reporting (Detail Textuals) | 12 Months Ended |
Sep. 27, 2015ft²EmployeeSegment | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | Segment | 2 |
Entity Number Of Employees | Employee | 90 |
L-3 Communications | |
Segment Reporting Information [Line Items] | |
Percentage of revenue | 14.10% |
Nightforce Optics, Inc. | |
Segment Reporting Information [Line Items] | |
Percentage of revenue | 11.10% |
Optex Systems Richardson | |
Segment Reporting Information [Line Items] | |
Percentage of revenue | 98.00% |
Space of leased premises (in square feet) | 49,100 |
Entity Number Of Employees | Employee | 56 |
Optex Systems Richardson | General Dynamics | |
Segment Reporting Information [Line Items] | |
Percentage of revenue | 41.00% |
Optex Systems Richardson | U.S. Government Agencies | |
Segment Reporting Information [Line Items] | |
Percentage of revenue | 39.00% |
Optex Systems Richardson | BAE Systems | |
Segment Reporting Information [Line Items] | |
Percentage of revenue | 10.00% |
Optex Systems Richardson | Other external customers | |
Segment Reporting Information [Line Items] | |
Percentage of revenue | 10.00% |
Optex Systems Richardson | Domestic military customers | |
Segment Reporting Information [Line Items] | |
Percentage of revenue | 65.00% |
Optex Systems Richardson | Foreign military customers | |
Segment Reporting Information [Line Items] | |
Percentage of revenue | 33.00% |
Optex Systems Richardson | Domestic commercial customers | |
Segment Reporting Information [Line Items] | |
Percentage of revenue | 2.00% |
Applied Optics Center Dallas | |
Segment Reporting Information [Line Items] | |
Percentage of revenue | 90.00% |
Space of leased premises (in square feet) | 56,633 |
Area of subleased properties to L3 Mobile Vision (in square feet) | 12,000 |
Number of full time equivalent employees in a single shift operation | Employee | 34 |
Applied Optics Center Dallas | U.S. Government Agencies | |
Segment Reporting Information [Line Items] | |
Percentage of revenue | 19.00% |
Applied Optics Center Dallas | Other external customers | |
Segment Reporting Information [Line Items] | |
Percentage of revenue | 10.00% |
Applied Optics Center Dallas | L-3 Communications | |
Segment Reporting Information [Line Items] | |
Percentage of revenue | 34.00% |
Applied Optics Center Dallas | Nightforce Optics, Inc. | |
Segment Reporting Information [Line Items] | |
Percentage of revenue | 27.00% |
Applied Optics Center Dallas | L3 Mobile Vision | |
Segment Reporting Information [Line Items] | |
Space of leased premises (in square feet) | 12,000 |
Applied Optics Center Dallas | Domestic military customers | |
Segment Reporting Information [Line Items] | |
Percentage of revenue | 58.00% |
Applied Optics Center Dallas | Domestic commercial customers | |
Segment Reporting Information [Line Items] | |
Percentage of revenue | 32.00% |
Applied Optics Center Dallas | Intersegment revenues | |
Segment Reporting Information [Line Items] | |
Percentage of revenue | 10.00% |
Intangible Assets (Details)
Intangible Assets (Details) - Applied Optics Product Line | Nov. 03, 2014USD ($) |
Assets: | |
Current assets, consisting primarily of inventory of $940.1 thousand and prepaid assets of $47.1 thousand | $ 987,200 |
Identified intangible assets | 342,200 |
Other non-current assets, principally property and equipment | 2,064,700 |
Total assets | 3,394,100 |
Liabilities: | |
Current liabilities, consisting of accounts payable of $119.4 thousand and accrued liabilities of $151.3 thousand | (270,700) |
Total Assets Acquired | $ 3,123,400 |
Intangible Assets (Parenthetica
Intangible Assets (Parentheticals) (Details) - Applied Optics Product Line | Nov. 03, 2014USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Inventory | $ 940,100 |
Prepaid assets | 47,100 |
Accounts payable | 119,400 |
Accrued liabilities | $ 151,300 |
Intangible Assets (Detail Textu
Intangible Assets (Detail Textuals) - Applied Optics Product Line | Nov. 03, 2014USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Purchase price paid | $ 1,013,100 |
Liabilities assumed | $ 270,700 |
Intangible Assets (Detail Tex46
Intangible Assets (Detail Textuals 1) - Applied Optics Product Line - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 28, 2015 | Jun. 28, 2015 | Sep. 27, 2015 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Fair value of intangible assets | $ 342,200 | ||
Method of amortization of intangible assets | straight line basis | ||
Amortizable intangible assets | $ 57,000 | ||
Unamortized Balance | $ 0 | ||
Identifiable intangible assets amortized period | 15 years | ||
Manufacturing cost of sale | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amortizable intangible assets | 48,500 | 291,100 | |
General and administrative expense | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amortizable intangible assets | $ 8,500 | $ 51,100 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 27, 2015 | Sep. 28, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Accumulated Depreciation | $ (1,874) | $ (1,540) |
Net Property & Equipment | 1,971 | 204 |
Depreciation Expense | 334 | 80 |
Furniture and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | $ 322 | 267 |
Furniture and Equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Estimated Useful Life | 3 years | |
Furniture and Equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Estimated Useful Life | 5 years | |
Machinery and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Estimated Useful Life | 5 years | |
Property and Equipment, Gross | $ 3,247 | 1,201 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Estimated Useful Life | 7 years | |
Property and Equipment, Gross | $ 276 | $ 276 |
Property and Equipment (Detail
Property and Equipment (Detail Textuals) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 27, 2015 | Sep. 28, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Payements to acquire equipment | $ 2,100 | $ 40 |
Depreciation expense | 254 | |
Applied Optical Center acquisition | ||
Property, Plant and Equipment [Line Items] | ||
Increase in Property, Plant And Equipment, Net | 1,800 | |
Depreciation expense | 246 | |
Optex asset acquisition | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 8 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 27, 2015 | Sep. 28, 2014 |
Accrued Liabilities [Abstract] | ||
Deferred Rent Expense | $ 106 | $ 91 |
Accrued Vacation | 315 | 152 |
Property Taxes | 81 | 37 |
Operating Expenses | 81 | 61 |
Reserve for Contract Losses | 54 | 10 |
Payroll & Payroll Related | 175 | 107 |
Total Accrued Expenses | $ 812 | $ 458 |
Commitments and Contingencies50
Commitments and Contingencies (Details) $ in Thousands | Sep. 27, 2015USD ($) |
Fiscal Year | |
2,016 | $ 619 |
2,017 | 354 |
2,018 | 361 |
2,019 | 373 |
2,020 | 385 |
2,021 | 195 |
Total minimum lease payments | 2,287 |
Optex Systems Richardson | Lease Payments | |
Fiscal Year | |
2,016 | 260 |
2,017 | 266 |
2,018 | 271 |
2,019 | 281 |
2,020 | 291 |
2,021 | 147 |
Total minimum lease payments | 1,516 |
Optex Systems Richardson | CAM Estimate | |
Fiscal Year | |
2,016 | 86 |
2,017 | 88 |
2,018 | 90 |
2,019 | 92 |
2,020 | 94 |
2,021 | 48 |
Total minimum lease payments | 498 |
Applied Optics Center Dallas | Lease Payments | |
Fiscal Year | |
2,016 | $ 286 |
2,017 | |
2,018 | |
2,019 | |
2,020 | |
2,021 | |
Total minimum lease payments | $ 286 |
Applied Optics Center Dallas | CAM Estimate | |
Fiscal Year | |
2,016 | $ 80 |
2,017 | |
2,018 | |
2,019 | |
2,020 | |
2,021 | |
Total minimum lease payments | $ 80 |
Applied Optics Center Dallas Sublease | Lease Payments | |
Fiscal Year | |
2,016 | $ (61) |
2,017 | |
2,018 | |
2,019 | |
2,020 | |
2,021 | |
Total minimum lease payments | $ (61) |
Applied Optics Center Dallas Sublease | CAM Estimate | |
Fiscal Year | |
2,016 | $ (32) |
2,017 | |
2,018 | |
2,019 | |
2,020 | |
2,021 | |
Total minimum lease payments | $ (32) |
Commitments and Contingencies51
Commitments and Contingencies (Detail Textuals) $ in Thousands | 12 Months Ended | |
Sep. 27, 2015USD ($)Renewal_option | Sep. 28, 2014USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | ||
Lease expiration date | Mar. 31, 2021 | |
Operating leases, rent expense | $ 589 | $ 337 |
Unamortized deferred rent | $ 106 | $ 91 |
Lease term of each operating lease | 5 years | |
Number of renewal options | Renewal_option | 4 |
Debt Financing (Detail Textuals
Debt Financing (Detail Textuals) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
May. 22, 2014 | Nov. 27, 2013 | Nov. 22, 2011 | May. 22, 2011 | Feb. 20, 2009 | Sep. 27, 2015 | Sep. 28, 2014 | Jun. 05, 2015 | Mar. 30, 2009 | |
Longview | |||||||||
Debt Instrument [Line Items] | |||||||||
Equity method investment, ownership percentage | 100.00% | ||||||||
Sileas Corp. and Longview Fund, LP | Secured Promissory Note | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, issuance date | Feb. 20, 2009 | ||||||||
Debt instrument, face amount | $ 14,100,000 | $ 13,800,000 | $ 13,524,405 | $ 18,022,329 | |||||
Debt instrument face amount increase | $ 275,000 | $ 270,000 | |||||||
Debt instrument, additional extension period | 2 years | 2 years | |||||||
Payment of extension fee percentage | 2.00% | 2.00% | |||||||
Debt instrument, interest rate during period | 4.00% | ||||||||
Debt instrument interest rate increase upon default | 10.00% | ||||||||
Debt instrument, maturity date | Feb. 20, 2016 | Feb. 20, 2014 | |||||||
Maximum beneficial ownership | 9.99% | ||||||||
Sileas Corporation | |||||||||
Debt Instrument [Line Items] | |||||||||
Equity method investment, ownership percentage | 90.00% | 74.40% | |||||||
Revolving Credit Facility | Avidbank | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, expiration date | May 21, 2016 | ||||||||
Line of credit facility, maximum borrowing capacity | $ 1,000,000 | ||||||||
Line of credit facility maturity term | 2 years | ||||||||
Line of credit facility, interest rate description | greater of 7.0% and the then in effect prime rate plus 2.5 | ||||||||
Line of credit facility, description | The loan period is from May 22nd through May 21st of the following year, beginning with the period of May 22, 2014 through May 21, 2015 and a revolving loan maturity date of May 21, 2016, at which time any outstanding advances, and accrued and unpaid interest thereon, will be due and payable. | ||||||||
Line of credit facility renewal fees due on the one year anniversary of the date of the loan agreement | $ 5,000 | ||||||||
Line of credit facility, amount outstanding | $ 817,000 | ||||||||
Line of credit facility, periodic payment, interest | 33,000 | $ 21,000 | |||||||
Interest income related to financing fees on a foreign sale | $ 0 | $ 13,000 | |||||||
Revolving Credit Facility | Avidbank | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, periodic payment, interest | $ 10,000 |
Debt Financing (Detail Textua53
Debt Financing (Detail Textuals 1) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Nov. 17, 2014 | Sep. 27, 2015 | Sep. 28, 2014 | Jun. 28, 2015 | Mar. 29, 2015 | |
Debt Instrument [Line Items] | |||||
Proceeds from convertible notes issued | $ 1,560,000 | ||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||
Reverse stock split ratio | 1000:1 | ||||
Convertible promissory notes ("Notes") | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 1,560,000 | $ 1,560,000 | $ 1,560,000 | ||
Subscription Agreement | Convertible promissory notes ("Notes") | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 2,100,000 | ||||
Interest rate on notes | 12.00% | ||||
Maturity period of notes | 2 years | ||||
Common stock, par value (in dollars per share) | $ 0.001 | ||||
Conversion price of stock per share (in dollars per share) | $ 0.0025 | ||||
Prepayment terms | All or part of the then remaining principal amount of the notes may be prepaid at any time at a price equal to 125% of the sum of the remaining principal amount of the notes to be prepaid plus all accrued and unpaid interest thereon. | ||||
Prepayment percentage of principal and unpaid interest | 125.00% | ||||
Reverse stock split ratio | 1:350 | ||||
Reverse Stock Split maximum effective days | 90 days | ||||
Debt issuance cost | 74,000 | ||||
Placement fees | 10,000 | ||||
Amortized interest expense related to debt issuance costs | 146,000 | ||||
Unamortized debt issuance costs | $ 0 | ||||
Subscription Agreement | Convertible promissory notes ("Notes") | Maximum | |||||
Debt Instrument [Line Items] | |||||
Maximum beneficial ownership | 3.33% | ||||
Subscription Agreement | Convertible promissory notes ("Notes") | Accredited investors | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 1,550,000 | ||||
Subscription Agreement | Convertible promissory notes ("Notes") | Placement Agency | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 10,000 |
Debt Financing (Detail Textua54
Debt Financing (Detail Textuals 2) - USD ($) | Jun. 28, 2015 | Mar. 29, 2015 | Sep. 27, 2015 | May. 27, 2015 | Mar. 26, 2015 | Sep. 28, 2014 |
Debt Instrument [Line Items] | ||||||
Conversion price (in dollars per share) | $ 2.50 | |||||
Series B Preferred Stock | ||||||
Debt Instrument [Line Items] | ||||||
Preferred stock, shares authorized | 1,010 | 1,010 | ||||
Stated value of each share | $ 1,629 | $ 1,629 | $ 1,629 | |||
Conversion price (in dollars per share) | $ 0.0025 | $ 0.0025 | $ 0.0025 | |||
Stock issued upon conversion of debt | 1,000 | 1,000 | ||||
Convertible promissory note | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 1,560,000 | $ 1,560,000 | $ 1,560,000 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) | 12 Months Ended |
Sep. 27, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Granted | 73,752 |
Shares Outstanding | 62,858 |
Date of Grant - 03/30/09 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Date of Grant | Mar. 30, 2009 |
Shares Granted | 1,415 |
Exercise Price | $ / shares | $ 150 |
Shares Outstanding | 1,415 |
Expiration Date | Mar. 29, 2016 |
Vesting Period | 3 years |
Date of Grant - 05/14/09 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Date of Grant | May 14, 2009 |
Shares Granted | 1,267 |
Exercise Price | $ / shares | $ 150 |
Shares Outstanding | 1,073 |
Expiration Date | May 13, 2016 |
Vesting Period | 4 years |
Date of Grant - 12/09/11 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Date of Grant | Dec. 11, 2011 |
Shares Granted | 46,070 |
Exercise Price | $ / shares | $ 10 |
Shares Outstanding | 35,370 |
Expiration Date | Dec. 8, 2018 |
Vesting Period | 4 years |
Date of Grant - 12/19/13 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Date of Grant | Dec. 19, 2013 |
Shares Granted | 25,000 |
Exercise Price | $ / shares | $ 10 |
Shares Outstanding | 25,000 |
Expiration Date | Dec. 18, 2020 |
Vesting Period | 4 years |
Stock Based Compensation (Det56
Stock Based Compensation (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Sep. 27, 2015 | Sep. 28, 2014 | |
Number of Shares Remaining Options | ||
Granted | 73,752 | |
Outstanding - Ending Balance | 62,858 | |
Incentive Stock Option Plan | ||
Number of Shares Remaining Options | ||
Outstanding - Beginning Balance | 62,912 | 48,248 |
Granted | 25,000 | |
Forfeited | (54) | (5,336) |
Exercised | (5,000) | |
Outstanding - Ending Balance | 62,858 | 62,912 |
Exercisable | 40,266 | 20,202 |
Weighted Average Fair Value | ||
Outstanding - Beginning Balance | ||
Granted | $ 10 | |
Forfeited | ||
Exercised | $ 10 | |
Outstanding - Ending Balance | ||
Exercisable | ||
Weighted Average Life (Years) | ||
Outstanding | 2 years 3 months 26 days | 3 years 6 months 22 days |
Granted | 5 years 2 months 19 days | |
Exercisable | 1 year 5 months 12 days | 1 year 9 months 4 days |
Aggregate Value (Thousands) | ||
Outstanding - Beginning Balance | ||
Granted | $ 200 | |
Forfeited | ||
Aggregate Value, Exercised | ||
Outstanding - Ending Balance | ||
Exercisable |
Stock Based Compensation (Det57
Stock Based Compensation (Details 2) - Stock Option Plan 2009 - $ / shares | 12 Months Ended | |
Sep. 27, 2015 | Sep. 28, 2014 | |
Number of Non-vested Shares Subject to Options | ||
Non-vested, Beginning balance | 42,710 | 30,548 |
Non-vested granted | 25,000 | |
Vested | (20,064) | (7,502) |
Forfeited | (54) | (5,336) |
Non-vested, Ending balance | 22,592 | 42,710 |
Weighted - Average Grant - Date Fair Value | ||
Non-vested, Beginning balance | $ 7.58 | $ 7 |
Non-vested granted | 8 | |
Vested | $ 7.50 | |
Forfeited | ||
Non-vested, Ending balance | $ 7.66 | $ 7.58 |
Stock Based Compensation (Det58
Stock Based Compensation (Details 3) | 12 Months Ended |
Sep. 27, 2015$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Warrants Granted | 1,000 |
Outstanding | 1,000 |
Avidbank- Line Of Credit | |
Class of Warrant or Right [Line Items] | |
Grant Date | Mar. 4, 2010 |
Warrants Granted | 1,000 |
Exercise price of warrants | $ / shares | $ 100 |
Outstanding | 1,000 |
Expiration Date | Mar. 3, 2016 |
Term | 6 years |
Stock Based Compensation (Det59
Stock Based Compensation (Detail Textuals) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 27, 2015 | Sep. 28, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Reverse stock split on common shares | 1000:1 | |
Stock option compensation expense | $ 140 | $ 105 |
Number of options granted | 73,752 | |
Interest Expense | $ 179 | 8 |
Warrants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Interest Expense | 0 | 0 |
Unamortized interest balance | 0 | |
Merrick Okamoto | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expenses directly attributable to the early vesting shares | $ 57 | |
Number of Non- vested shares subject to options, vested | 7,500 | |
2009 Stock Option Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Maximum number of shares issuable | 75,000 | |
Stock option compensation expense | $ 140 | $ 105 |
Number of Non- vested shares subject to options, vested | 20,064 | 7,502 |
Unrecognized compensation cost related to non-vested share based compensation | $ 159 | |
Incentive Stock Option Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options granted | 25,000 | |
Incentive Stock Option Plan | Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options granted | 0 | 25,000,000 |
Stockholders Equity (Details 1)
Stockholders Equity (Details 1) $ in Thousands | 12 Months Ended |
Sep. 28, 2014USD ($)shares | |
Class of Stock [Line Items] | |
Roundup Quantity for holders less than 100 (in shares) | shares | 139,953 |
Common Stock | |
Class of Stock [Line Items] | |
Balance as of September 28, 2014 | $ 171 |
Balance as of September 28, 2014 (in shares) | shares | 170,913,943 |
1000:1 Reverse split effective October 7, 2015 | |
1000:1 Reverse split effective October 7, 2015 (in shares) | shares | 170,914 |
Roundup Quantity for holders less than 100 (in shares) | shares | 139,953 |
Common shares after reverse split | |
Common shares after reverse split (in shares) | shares | 310,867 |
Change in common shares | $ (171) |
Change in common shares (in shares) | shares | 170,603,076 |
Additional Paid in Capital | |
Class of Stock [Line Items] | |
Balance as of September 28, 2014 | $ 18,184 |
1000:1 Reverse split effective October 7, 2015 | 171 |
Common shares after reverse split | 171 |
Change in common shares | $ 171 |
Stockholders Equity (Detail Tex
Stockholders Equity (Detail Textuals) - USD ($) | Jun. 28, 2015 | Feb. 11, 2014 | May. 27, 2015 | Mar. 29, 2015 | Mar. 24, 2014 | Mar. 19, 2013 | Feb. 21, 2012 | Sep. 27, 2015 | Sep. 28, 2014 | Sep. 25, 2015 | Mar. 26, 2015 | Nov. 17, 2014 | Sep. 29, 2013 | Apr. 01, 2012 |
Schedule Of Stockholders Equity [Line Items] | ||||||||||||||
Stockholders' Equity, Reverse Stock Split | 1000:1 | |||||||||||||
Roundup Quantity for holders less than 100 (in shares) | 139,953 | |||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||||||||
Common Stock, Shares, Outstanding | 314,867 | 310,867 | 170,914 | |||||||||||
Amount of preferred stock converted | $ 4,887,000 | |||||||||||||
Common stock, conversion price | $ 2.50 | |||||||||||||
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | ||||||||||||
Common stock, shares issued | 314,867 | 310,867 | ||||||||||||
Convertible promissory note | ||||||||||||||
Schedule Of Stockholders Equity [Line Items] | ||||||||||||||
Principal amount | $ 1,560,000 | $ 1,560,000 | $ 1,560,000 | |||||||||||
Common Stock | ||||||||||||||
Schedule Of Stockholders Equity [Line Items] | ||||||||||||||
Roundup Quantity for holders less than 100 (in shares) | 139,953 | |||||||||||||
Exercised | 3,567,336 | |||||||||||||
Stock issued upon conversion of debt | (10,000,000) | |||||||||||||
Exercise of Options | $ 4,000 | |||||||||||||
Common Stock | Former director | ||||||||||||||
Schedule Of Stockholders Equity [Line Items] | ||||||||||||||
Exercised | 5,000 | |||||||||||||
Exercise price per share of options exercised | $ 10 | |||||||||||||
Number of stock issued | 3,567,336 | |||||||||||||
Series A Preferred Stock | ||||||||||||||
Schedule Of Stockholders Equity [Line Items] | ||||||||||||||
Preferred Stock, Shares Authorized | 1,027 | |||||||||||||
Preferred Stock, Shares Issued | 1,001 | 1,001 | ||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||||||||||
Preferred stock, shares outstanding | 1,001 | 1,001 | ||||||||||||
Conversion price per share as adjusted from time to time of stock | $ 0.15 | |||||||||||||
Conversion price per share reset | $ 0.01 | $ 0.0025 | ||||||||||||
Conversion price per share reset persuant to reverse stock split | $ 2.50 | |||||||||||||
Number of preferred stock with beneficial conversion feature | 75.5 | |||||||||||||
Rate of cumulative dividends | 6.00% | |||||||||||||
Dividends arrears in exchange for increase in stated value | $ 884,000 | |||||||||||||
Increase in stated value of preferred stock | $ 6,860 | |||||||||||||
Dividends, preferred stock | $ 0 | $ 0 | ||||||||||||
Adjustment to retained earnings for dividends for intrinsic value of beneficial conversion feature | $ 1,500,000 | |||||||||||||
Preferred shares issued and not covered by conversion waiver and blocker agreement | 75.5 | |||||||||||||
Outstanding Series A preferred shares convertible to common shares in future event | 926 | |||||||||||||
Market price of common stock | $ 7 | |||||||||||||
Additional retained earnings adjustment for dividends on the earliest potential conversion date | $ 11,400,000 | |||||||||||||
Series A Preferred Stock | Preferred Stock | ||||||||||||||
Schedule Of Stockholders Equity [Line Items] | ||||||||||||||
Stock issued upon conversion of debt | 15 | |||||||||||||
Series B Preferred Stock | ||||||||||||||
Schedule Of Stockholders Equity [Line Items] | ||||||||||||||
Number of preferred stock converted | 6 | |||||||||||||
Amount of preferred stock converted | $ 10,000 | |||||||||||||
Common stock issued upon conversion of preferred stock | 4,000 | |||||||||||||
Common stock, conversion price | $ 0.0025 | $ 0.0025 | $ 0.0025 | |||||||||||
Stock issued upon conversion of debt | 1,000 | 1,000 | ||||||||||||
Preferred Stock, Shares Authorized | 1,010 | |||||||||||||
Preferred Stock, Shares Issued | 994 | 0 | ||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||||||||||
Preferred stock, shares outstanding | 994 | 0 | ||||||||||||
Conversion price per share as adjusted from time to time of stock | $ 0.0025 | |||||||||||||
Conversion price per share reset | $ 2.50 | |||||||||||||
Conversion price per share reset persuant to reverse stock split | $ 2.50 | |||||||||||||
Adjustment to retained earnings for dividends for intrinsic value of beneficial conversion feature | $ 4,900,000 | |||||||||||||
Market price of common stock | $ 1,629 | $ 1,629 | $ 1,629 | |||||||||||
Alpha Capital Anstalt | Series A Preferred Stock | ||||||||||||||
Schedule Of Stockholders Equity [Line Items] | ||||||||||||||
Number of preferred stock converted | 7.29 | 7.29 | 7.29 | 14.58 | ||||||||||
Amount of preferred stock converted | $ 6,860 | $ 6,860 | $ 6,860 | $ 6,860 | ||||||||||
Common stock issued upon conversion of preferred stock | 5,000 | 5,000 | 5,000 | 10,000 | ||||||||||
Common stock, conversion price | $ 0.01 | $ 0.01 | $ 0.01 | $ 10 | ||||||||||
Conversion of stock, amount issued | $ 50,000 | $ 50,000 | $ 50,000 | $ 100,000 | ||||||||||
Common stock, shares issued | 5,000 | |||||||||||||
Conversion price per share reset | $ 0.01 | |||||||||||||
Dividends preferred stock waived | $ 213,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 27, 2015 | Sep. 28, 2014 | |
Current income tax expense: | ||
Federal | ||
State | ||
Current income tax expense | ||
Deferred income tax provision (benefit): | ||
Federal | $ (539) | $ (331) |
State | ||
Change in valuation allowance | $ 539 | $ 1,408 |
Provision for (Benefit from) income taxes, net | $ 1,077 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 27, 2015 | Sep. 28, 2014 | |
Income Tax Disclosure [Abstract] | ||
Tax provision (benefit) at statutory federal rate | $ 167 | $ (334) |
Nondeductible expenses | 11 | 3 |
Gain on asset purchase (Applied Optics Center) | (717) | (146) |
Change in valuation and other | $ 539 | 1,408 |
Provision for (Benefit from) income taxes, net | $ 1,077 | |
Tax provision (benefit) at statutory federal rate (in percentage) | 34.00% | (34.00%) |
Nondeductible expenses (in percentage) | 2.00% | 0.00% |
Change in valuation and other (in percentage) | 110.00% | 143.00% |
Provision for (Benefit from) income taxes, net (in percentage) | 0.00% | 109.00% |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Sep. 27, 2015 | Sep. 28, 2014 |
Income Taxes [Line Items] | ||
Subtotal | $ 4,586,000 | $ 4,047,000 |
Valuation allowance | (4,586,000) | (4,047,000) |
Net deferred asset (liability)-long term | 0 | 0 |
Stock Options | ||
Income Taxes [Line Items] | ||
Subtotal | 242,000 | 195,000 |
Inventory Reserve | ||
Income Taxes [Line Items] | ||
Subtotal | 312,000 | 228,000 |
Unicap | ||
Income Taxes [Line Items] | ||
Subtotal | 37,000 | 39,000 |
Contract Loss Reserve | ||
Income Taxes [Line Items] | ||
Subtotal | (260,000) | (275,000) |
Fixed assets | ||
Income Taxes [Line Items] | ||
Subtotal | 48,000 | 27,000 |
Goodwill Amortization | ||
Income Taxes [Line Items] | ||
Subtotal | 1,451,000 | 1,612,000 |
Intangible Asset Amortization | ||
Income Taxes [Line Items] | ||
Subtotal | 732,000 | 823,000 |
Net Operating Losses | ||
Income Taxes [Line Items] | ||
Subtotal | 2,058,000 | 1,449,000 |
Other | ||
Income Taxes [Line Items] | ||
Subtotal | $ (34,000) | $ (51,000) |
Income Taxes (Detail Textuals)
Income Taxes (Detail Textuals) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 27, 2015 | Sep. 28, 2014 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory income tax rate | 34.00% | (34.00%) |
Operating loss carryforwards | $ 6,049 | $ 4,263 |
Valuation allowance | (4,600) | |
Increase in deferred tax valuation allowance | $ 1,100 | |
Deferred tax asset reserve | 539 | |
Deferred tax assets | $ 4,600 |
Defined Contribution Plan (Deta
Defined Contribution Plan (Detail Textuals) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 27, 2015 | Sep. 28, 2014 | |
Compensation and Retirement Disclosure [Abstract] | ||
Description of defined contribution pension and other postretirement plans | the company offered a qualified automatic contribution arrangement (QACA) with a 100% match of the first 1% and 50% matching of the next 5% and a 2 year vesting requirement. | the company offered a qualified automatic contribution arrangement (QACA) with a 100% match of the first 1% and 50% matching of the next 5% and a 2 year vesting requirement. |
Defined contribution plan, cost recognized | $ 110 | $ 74 |
Subsequent Events (Detail Textu
Subsequent Events (Detail Textuals) - shares | Nov. 05, 2015 | Oct. 07, 2015 | Oct. 06, 2015 | Sep. 28, 2014 |
Subsequent Event [Line Items] | ||||
Reverse stock split ratio | 1000:1 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Reverse stock split ratio | 1-for-1000 | not less than 1-for-400 nor more than 1-for-1000 | ||
Subsequent Event | Board of Directors | ||||
Subsequent Event [Line Items] | ||||
Number of common stock issued to board of directors | 99,000 | |||
Subsequent Event | Independent board | ||||
Subsequent Event [Line Items] | ||||
Number of common stock issued to board of directors | 21,000 | |||
Number of common shares vested over two years | 7,000 | |||
Number of common shares vested over two | 14,000 | |||
Expected term | 2 years | |||
Pecentage of shares vested per year on grant date anniversary | 50.00% | |||
Additional number of shares granted, vesting immediately | 5,000 |