Document and Entity Information
Document and Entity Information | 9 Months Ended |
Jun. 26, 2016shares | |
Document And Entity Information | |
Entity Registrant Name | Optex Systems Holdings Inc |
Entity Central Index Key | 1,397,016 |
Document Type | 10-Q |
Trading Symbol | OPXS |
Document Period End Date | Jun. 26, 2016 |
Amendment Flag | false |
Current Fiscal Year End Date | --10-02 |
Entity a Well-known Seasoned Issuer | No |
Entity a Voluntary Filer | No |
Entity's Reporting Status Current | Yes |
Entity Filer Category | Smaller Reporting Company |
Entity Common Stock, Shares Outstanding | 1,621,145 |
Document Fiscal Period Focus | Q3 |
Document Fiscal Year Focus | 2,016 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 26, 2016 | Sep. 27, 2015 |
Current Assets | ||
Cash and Cash Equivalents | $ 601 | $ 683 |
Accounts Receivable, Net | 1,837 | 2,866 |
Net Inventory | 6,510 | 5,713 |
Prepaid Expenses | 108 | 170 |
Current Assets | 9,056 | 9,432 |
Property and Equipment, Net | 1,745 | 1,971 |
Other Assets | ||
Prepaid Royalties - Long Term | 98 | 120 |
Security Deposits | 23 | 23 |
Other Assets | 121 | 143 |
Total Assets | 10,922 | 11,546 |
Current Liabilities | ||
Accounts Payable | 732 | 575 |
Accrued Expenses | 889 | 812 |
Accrued Warranties | 28 | 28 |
Customer Advance Deposits - Short Term | 630 | 1,091 |
Credit Facility | 730 | 817 |
Current Liabilities | 3,009 | 3,323 |
Customer Advance Deposits - Long Term | 65 | |
Total Liabilities | 3,009 | 3,388 |
Stockholders' Equity | ||
Common Stock - ($0.001 par, 2,000,000,000 authorized, 1,621,145 and 314,867 shares issued and outstanding, respectively) | 2 | |
Additional Paid-in-capital | 26,504 | 26,394 |
Accumulated Deficit | (18,593) | (18,236) |
Stockholders' Equity | 7,913 | 8,158 |
Total Liabilities and Stockholders' Equity | 10,922 | 11,546 |
6% Series A Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred Stock Value | ||
Series B Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred Stock Value |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 26, 2016 | Sep. 27, 2015 |
Common Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, issued | 1,621,145 | 314,867 |
Common stock, outstanding | 1,621,145 | 314,867 |
6% Series A Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 1,027 | 1,027 |
Preferred stock, issued | 546 | 1,001 |
Preferred stock, outstanding | 546 | 1,001 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 1,010 | 1,010 |
Preferred stock, issued | 969 | 994 |
Preferred stock, outstanding | 969 | 994 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 26, 2016 | Jun. 28, 2015 | Jun. 26, 2016 | Jun. 28, 2015 | |
Income Statement [Abstract] | ||||
Revenue | $ 5,344 | $ 2,312 | $ 11,773 | $ 7,814 |
Cost of Sales | 4,261 | 2,572 | 9,708 | 7,723 |
Gross Margin | 1,083 | (260) | 2,065 | 91 |
General and Administrative Expense | 872 | 741 | 2,394 | 2,237 |
Operating Income (Loss) | 211 | (1,001) | (329) | (2,146) |
Gain on Purchased Asset | 2,110 | |||
Interest Income (Expense) | (12) | (13) | (28) | (166) |
Other (Expense) and Income | (12) | (13) | (28) | 1,944 |
Net Income (Loss) After Taxes | 199 | (1,014) | (357) | (202) |
Preferred stock dividend/premium | (6,441) | |||
Net income (loss) applicable to common shareholders | $ 199 | $ (1,014) | $ (357) | $ (6,643) |
Basic and diluted income (loss) per share (in dollars per share) | $ 0.12 | $ (3.25) | $ (0.47) | $ (21.33) |
Weighted Average Common Shares Outstanding - basic and fully diluted (in shares) | 1,607,079 | 312,274 | 756,321 | 311,336 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 26, 2016 | Jun. 28, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (357) | $ (202) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 260 | 247 |
Noncash interest expense | (17) | 142 |
Stock compensation expense | 112 | 116 |
(Increase) decrease in accounts receivable | 1,029 | (337) |
(Increase) decrease in inventory (net of progress billed) | (797) | (867) |
(Increase) decrease in prepaid expenses | 62 | (23) |
(Increase) decrease in security deposits | 3 | |
Increase (decrease) in accounts payable and accrued expenses | 234 | 837 |
Increase (decrease) in accrued warranty costs | 3 | |
Increase (decrease) in customer advance deposits | (526) | (677) |
Total adjustments | 357 | (556) |
Net cash (used in) operating activities | (758) | |
Cash flows from investing activities | ||
Purchases of property and equipment | (34) | (2,100) |
Decrease in prepaid royalties - long term | 22 | 22 |
Net cash (used in) investing activities | (12) | (2,078) |
Cash flows from financing activities | ||
Proceeds from convertible notes issued | 1,560 | |
Debt issuance fees | (74) | |
Proceeds (to) from credit facility (net) | (70) | 550 |
Net cash (used in) provided by financing activities | (70) | 2,036 |
Net increase (decrease) in cash | (82) | (800) |
Cash at beginning of period | 683 | 1,685 |
Cash at end of period | 601 | 885 |
Supplemental cash flow information: | ||
Cash paid for interest | 45 | 23 |
Exchange of preferred stock for common stock | 3,165 | 10 |
6% Series A Preferred Stock [Member] | ||
Supplemental cash flow information: | ||
Beneficial conversion feature on preferred stock | 1,554 | |
Series B Preferred Stock [Member] | ||
Supplemental cash flow information: | ||
Exchange of convertible note and accrued interest to series B preferred stock | 1,629 | |
Beneficial conversion feature on preferred stock | $ 0 | $ 4,887 |
Organization and Operations
Organization and Operations | 9 Months Ended |
Jun. 26, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | Note 1 - Organization and Operations Optex Systems Holdings operations are based in Dallas and Richardson, Texas in two leased facilities comprising approximately 93,733 square feet. As of June 26, 2016, Optex Systems Holdings operated with 89 full-time equivalent employees. Optex Systems Holdings manufactures optical sighting systems and assemblies, primarily for Department of Defense and foreign military applications. 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. Optex Systems Holdings is an ISO 9001:2008 certified company. On November 3, 2014, Optex Systems, Inc. purchased the assets comprising the Applied Optics Products Line of L-3 Communications, Inc., a thin film coating manufacturer for lenses used primarily in the defense industry. 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, we have 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. On October 7, 2015, we effected a 1:1000 reverse split of our issued and outstanding shares of common stock and all share numbers in these consolidated financial statements have been adjusted to give effect to this reverse split. |
Accounting Policies
Accounting Policies | 9 Months Ended |
Jun. 26, 2016 | |
Accounting Policies [Abstract] | |
Accounting Policies | Note 2 - Accounting Policies Basis of Presentation Principles of Consolidation: The condensed consolidated financial statements of Optex Systems Holdings included herein have been prepared by Optex Systems Holdings, without audit, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in conjunction with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although Optex Systems Holdings believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and the notes thereto included in the Optex Systems Holdings Form 10-K for the year ended September 27, 2015 and other reports filed with the SEC. The accompanying unaudited interim consolidated financial statements reflect all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of Optex Systems Holdings for the interim periods presented. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole. Certain information that is not required for interim financial reporting purposes has been omitted. Use of Estimates: Inventory: (Thousands) June 26, 2016 September 27, 2015 Raw Material $ 3,849 $ 4,545 Work in Process 3,600 2,456 Finished Goods 653 304 Gross Inventory $ 8,102 $ 7,305 Less: Inventory Reserves (1,592 ) (1,592 ) Net Inventory $ 6,510 $ 5,713 Net inventory increased by $797 thousand during the nine months ending June 26, 2016 in support of revenues anticipated during the fourth quarter of the current fiscal year. 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 buyers 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. The terms of the contract extend through 2017 during which time we are required to purchase the necessary materials to fulfill the delivery of products required by the contract. 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 events were completed as of September 30, 2012 and as such, there was zero revenue recognized for milestones in the three and nine months ending June 26, 2016 and June 28, 2015 and no unpaid/invoiced customer deposits related to the completed milestone events, respectively. Customer Advance Deposits: Stock-Based Compensation: The Companys accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of FASB ASC 505-50 . Segment Reporting: Fair Value of Financial Instruments: 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 three and nine months ending June 28, 2015 Optex Systems Holdings recognized dividends of zero and $6.4 million, respectively, on series A and series B preferred stock related to the beneficial conversion feature of arising from a common stock conversion rate of $2.50 versus a current market price of $10.00 per common share. There was zero dividends recognized during the three and nine months ending June 26, 2016, as the conversion price was above the market. 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, convertible debt, stock options and warrants. In computing the dilutive effect of convertible preferred stock or debt, the numerator is adjusted to add back any convertible preferred dividends and interest on convertible debt, 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, convertible debt, stock options and warrants that are anti-dilutive are excluded from the calculation of diluted earnings per common share. For the three and nine months ended June 26, 2016, respectively, 546 shares of Series A preferred stock, 969 shares of Series B preferred stock, 52,850 stock options and zero warrants were excluded from the earnings per share calculation as anti-dilutive. For the three and nine months ended June 28, 2015, respectively, 1,001 shares of Series A preferred stock, 994 shares of Series B preferred stock, 62,858 stock options and 1,000 warrants were excluded from the earnings per share calculation as anti-dilutive. |
Purchase of Applied Optics Prod
Purchase of Applied Optics Products Line | 9 Months Ended |
Jun. 26, 2016 | |
Business Combinations [Abstract] | |
Purchase of Applied Optics Products Line | Note 3 Purchase of Applied Optics Products Line 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-3s Applied Optics Products Line (Purchased Assets). Applied Optics (AOC) 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 acquisition 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 approximate amount of $270.7 thousand. The source of funds for the acquisition consisted of Optex 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 8 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 Product Line 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 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 appraisers 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 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 Product Line for less than the fair value of its assets because of (i) its unique position as a market leader in the industry segment that directly utilizes the manufactured components specific to the Applied Optics Product Line, (ii) a previous customer/supplier relationship with the acquisition target, (iii) L-3s intent to exit the optical coating operations, and (iv) L-3s desire to provide for continued employment of the Applied Optics workforce. The Applied Optics Product Line had a recent history of losses, and the seller approached Optex Systems 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 Optexs position as a market leader within the same industry segment utilizing the product line capability, Optex was able to agree on a favorable purchase price with L-3 Communications. As a result of the asset purchase, the Company incurred additional acquisition-related costs of approximately $40.2 thousand during the nine months ending June 28, 2015 for legal, accounting and valuation consulting fees which were expensed to general administrative costs. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Jun. 26, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 4 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. 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. Applied Optics Center was acquired as a unit, and the management in place just prior to the time of the acquisition was retained. The Applied Optics Center segment also serves as the key supplier of laser coated filters used in the production of periscope assemblies for the Optex Systems 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 each of the segments fiscal year: (1) The percentage of segment payroll dollars to total payroll dollars of all segments; (2) The percentage of the segments operating revenue to the total operating revenue of all segments; and (3) The percentage of the average net book value of the sum of the segments 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 and foreign military 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. Optex Systems Richardson revenues predominately support prime and subcontracted military customers both domestically and abroad. The Optex Systems segment serves domestic military customers, 69% and foreign military customers, 31%. The Optex Systems segment revenue for nine months ending June 26, 2016 was derived from external customers consisting of General Dynamics, 26%, the U.S. government, 57%, International Parts Supply Co (IPS), 8%, and other external customers, 9%. Optex Systems is located in Richardson, Texas, with leased premises consisting of approximately 49,100 square feet. As of June 26, 2016, the Richardson facility operated with 52 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-3s Applied Optics Center Products Line (see Note 3). 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. Globally, commercial optical products use thin film coatings to create product differentiation and performance levels. These coatings can be used for redirecting light (mirrors), blocking light (laser protection), absorbing select light (desired wavelengths), and many other combinations. They are used in telescopes, rifle scopes, binoculars, microscopes, range finders, protective eyewear, photography, etc. The Applied Optics Center is a key supplier to Nightforce Optics, Inc. and provides optical assembly components to their markets of interest in commercial sporting optics and select military optics. Given this broad potential, the commercial applications are a key opportunity going forward. 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. The Applied Optics Center serves primarily domestic U.S. customers, externally, and as an internal supplier for Optex Systems Dallas. Applied Optics Center sales to commercial customers represent 32% and military sales to prime and subcontracted customers represent 46% of the total segment revenue. Intersegment sales to Optex Systems Richardson, comprised 22% of the total segments revenue and was primarily in support of military contracts. The Applied Optics Center external customer revenue for the nine months ending June 26, 2016 was derived from Nightforce Optics, Inc., 38%, L3 Communications, 15%, Exelis, Inc., 22%, the U.S. government, 20%, and other external customers, 5%. 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 June 26, 2016, AOC operated with 37 full time equivalent employees in a single shift operation. The financial tables below present the information for each of the reportable segments profit or loss as well as segment assets for the three months ending June 26, 2016 and the three months ending June 28, 2015. Optex Systems Holdings does not allocate interest expense, income taxes or unusual items to segments. Reportable Segment Financial Information Three months ending June 26, 2016 Optex Systems Applied Optics Center Other Consolidated Revenues from external customers $ 3,377 $ 1,967 $ - $ 5,344 Intersegment revenues - 515 (515 ) - Total Revenue $ 3,377 $ 2,482 $ (515 ) $ 5,344 Interest (income) expense $ - $ - $ 12 $ 12 Depreciation and Amortization $ 20 $ 68 $ - $ 88 Income (Loss) before taxes $ 135 $ 76 $ (12 ) $ 199 Other significant noncash items: Allocated home office expense $ (188 ) $ 188 $ - $ - Stock compensation expense $ 63 $ - $ - $ 63 Royalty expense amortization $ 8 $ - $ - $ 8 Provision for (use of) contract loss reserves $ - $ (17 ) $ - $ (17 ) Segment Assets $ 6,146 $ 4,776 $ - $ 10,922 Expenditures for segment assets $ - $ - $ - $ - Reportable Segment Financial Information Three months ending June 28, 2015 Optex Systems Applied Optics Center Other Consolidated Revenues from external customers $ 1,108 $ 1,204 $ - $ 2,312 Intersegment revenues - 190 (190 ) - Total Revenue $ 1,108 $ 1,394 $ (190 ) $ 2,312 Interest (income) expense $ - $ - $ 13 $ 13 Depreciation and Amortization $ 22 $ 67 $ - $ 89 Income (Loss) before taxes $ (612 ) $ (390 ) $ (13 ) $ (1,015 ) Other significant noncash items: Allocated home office expense $ (111 ) $ 111 $ - $ - (Gain) on purchased asset - AOC $ - $ - $ - $ - Amortization of intangible assets $ - $ 171 $ - $ 171 Stock option compensation expense $ 24 $ - $ - $ 24 Royalty expense amortization $ 8 $ - $ - $ 8 Provision for (use of) contract loss reserves $ - $ (41 ) $ - $ (41 ) Segment Assets $ 7,099 $ 3,903 $ - $ 11,002 Expenditures for segment assets $ (6 ) $ - $ - $ (6 ) The financial tables below present the information for each of the reportable segments profit or loss as well as segment assets for the nine months ending June 26, 2016 and the nine months ending June 28, 2015. Optex Systems Holdings does not allocate interest expense, income taxes or unusual items to segments. Reportable Segment Financial Information Nine months ending June 26, 2016 Optex Systems Applied Optics Center Other Consolidated Revenues from external customers $ 7,511 $ 4,262 $ - $ 11,773 Intersegment revenues - 1,173 (1,173 ) - Total Revenue $ 7,511 $ 5,435 $ (1,173 ) $ 11,773 Interest (income) expense $ - $ - $ 28 $ 28 Depreciation and Amortization $ 57 $ 203 $ - $ 260 Income (Loss) before taxes $ (16 ) $ (313 ) $ (28 ) $ (357 ) Other significant noncash items: Allocated home office expense $ (565 ) $ 565 $ - $ - Stock compensation expense $ 112 $ - $ - $ 112 Royalty expense amortization $ 22 $ - $ - $ 22 Provision for (use of) contract loss reserves $ - $ (47 ) $ - $ (47 ) Segment Assets $ 6,146 $ 4,776 $ - $ 10,922 Expenditures for segment assets $ (15 ) $ (19 ) $ - $ (34 ) Reportable Segment Financial Information Nine months ending June 28, 2015 Optex Systems Applied Optics Center Other Consolidated Revenues from external customers $ 4,786 $ 3,028 $ - $ 7,814 Intersegment revenues - 190 (190 ) - Total Revenue $ 4,786 $ 3,218 $ (190 ) $ 7,814 Interest (income) expense $ - $ - $ 166 $ 166 Depreciation and Amortization $ 68 $ 179 $ - $ 247 Income (Loss) before taxes $ (1,055 ) $ 1,020 $ (166 ) $ (201 ) Other significant noncash items: Allocated home office expense $ (277 ) $ 277 $ - $ - (Gain) on purchased asset - AOC $ - $ 2,110 $ - $ 2,110 Amortization of intangible assets $ - $ 342 $ - $ 342 Stock option compensation expense $ 116 $ - $ - $ 116 Royalty expense amortization $ 23 $ - $ - $ 23 Provision for (use of) contract loss reserves $ (11 ) $ - $ - $ (11 ) Segment Assets $ 7,099 $ 3,903 $ - $ 11,002 Expenditures for segment assets $ (30 ) $ (2,070 ) $ - $ (2,100 ) (1) The Applied Optics Center was acquired on November 3, 2014. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Jun. 26, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 5 Intangible Assets On November 3, 2014, Optex Systems, Inc. purchased the assets comprising L-3 Communications Applied Optics Products Line (Purchased Assets) in exchange for $1,013.1 thousand and the assumption of approximately $270.7 thousand of liabilities (see Note 3 Purchase of Applied Optics Product Line). 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 is essentially fulfilled as of quarter ended June 28, 2015. The amortization of identifiable intangible assets associated with the acquisition was amortized on a straight line basis over the six month period beginning on December 29, 2014 at a rate of $57.0 thousand per month pursuant to the expected order deliveries. The intangible amortization is allocable to operating expenses as manufacturing cost of sales and general and administrative expenses at a rate of $145.5 thousand and $25.5 thousand per quarter, respectively, through quarter ending June 28, 2015. The identifiable intangible assets are amortized over 15 years for income tax purposes. There were no unamortized intangible assets or amortization expenses incurred in the three and nine months ending June 26, 2016. During the three and nine months ending June 28, 2015, $145.5 thousand and $291.1 thousand had been amortized to cost of sales, respectively, and $25.5 thousand and $51.1 thousand had been amortized to general and administrative expenses, respectively. As of the periods ending June 26, 2016 and September 27, 2015, the total unamortized balance of intangible assets was zero. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Jun. 26, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 - Commitments and Contingencies Investor Relations - IRTH Communications On April 6, 2016 Optex Systems Holdings Inc. executed an investor relations services agreement with IRTH Communications. The material terms of the agreement are as follows: An initial retainer of $7,500, followed by 11 consecutive monthly payments of $7,500. A single one-time retainer payment of 40,000 shares of the Companys common stock; which shares shall be Restricted Securities pursuant to the provisions of rule 144. Reimbursement of any reasonable out-of-pocket cost and expenses, approved by the Company in advance. The term of the agreement is 12 months, expiring on April 5, 2017, and shall automatically renew for an additional 12 month term on each yearly anniversary date unless the Company gives notice to IRTH of an intention to terminate at the expiration of the original term. Continued payments of $7,500 per month plus a one-time payment of $100,000 worth of retainer shares of the Companys common stock on renewal; which shares shall be Restricted Securities pursuant to the provisions of rule 144. On April 29, 2016, Optex Systems Holdings, Inc. issued 40,000 common restricted shares at a market price of $2.35 per share ($94,000) in support of the IRTH Communications agreement. Rental Payments under Non-cancellable 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 inflationary increases between 3.4% and 4.8% occurring each year beginning in 2016. As of June 26, 2016 the unamortized deferred rent was $108 thousand as compared to $106 thousand as of September 27, 2015. 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. We are currently in negotiations with the property manager to renew the lease with a reduced floor space for an additional five years by September 30, 2016. Approximately 12,000 square feet covered under the current 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 and CAM expenses in the statement of operations. L-3 has notified Optex that it will not be renewing the sublease at the end of the current term. We are negotiating with the property manager to exclude a substantial portion of the floor space currently associated with the L-3 Mobile Vision Inc. address from the Optex lease renewal. As of June 26, 2016, the remaining minimum lease and estimated adjusted 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 Applied Optics Fiscal Year Lease CAM Lease CAM Lease CAM Total 2016 $ 67 $ 22 $ 72 $ 20 $ (15 ) $ (8 ) $ 158 2017 266 88 - - - - 354 2018 271 90 - - - - 361 2019 281 92 - - - - 373 2020 291 94 - - - - 385 2021 147 48 - - - - 195 Total minimum lease payments $ 1,323 $ 434 $ 72 $ 20 $ (15 ) $ (8 ) $ 1,826 Total facilities rental and CAM expense for both facility lease agreements as of the three and nine months ended June 26, 2016 was $169 and $473 thousand. Total expense under facility lease agreements as of the three and nine months ended June 28, 2015 was $181 and $435 thousand. |
Prepaid Royalties
Prepaid Royalties | 9 Months Ended |
Jun. 26, 2016 | |
Prepaid Royalties | |
Prepaid Royalties Disclosure | Note 7 Prepaid Royalties Prepaid royalties represent payments made for the purchase of non-transferable, non-exclusive patent rights associated with a patent license. The patent license allows for development of current and future products in our digital line of periscopes. We completed our first international shipment utilizing this technology in 2014 and are currently in production to support a U.S. Government Foreign Military Sale contract awarded in January 2016. We estimate the commercial life of the patent at seven years. As of June 26, 2016, the balance of the patent license is $98 thousand net of accumulated amortization. The royalty expenses for the associated patent license are amortized on a straight line basis starting in fiscal year 2013. The amortized royalty expense for the three and nine months ending June 26, 2016 and June 28, 2015 was $8 thousand and $22 thousand each year, respectively. |
Debt Financing
Debt Financing | 9 Months Ended |
Jun. 26, 2016 | |
Debt Disclosure [Abstract] | |
Debt Financing | Note 8 - 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 in an original principal amount of $13,524,405 and bearing simple interest at the rate of 4% per annum. 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. This Blocker Agreement has been waived by us until further notice. Conversion of Sileas Owned Series A Preferred Shares to Common Stock On March 27, 2016, Sileas exercised a conversion of 455.52 shares of Optex Systems, Inc. Preferred Series A shares at a total stated value of $3.1 million into 1,250,000 shares of common stock. The conversion rate to common stock was $2.50 per share. There was no impact to the balance sheet net equity as a result of this transaction. Credit Facility Avidbank (formerly known as Peninsula Bank Business Funding) On April 20, 2016, the Company amended its revolving credit facility with Avidbank. The new renewable revolving maturity date is January 22, 2018. The facility provides up to $2 million in financing against eligible receivables and is subject to meeting certain covenants including an asset coverage ratio test for up to twenty months. The material terms of the amended revolving credit facility are as follows: The interest rate for all advances shall be the then in effect prime rate plus 2.5% and is subject to a minimum interest payment requirement per six month period of $10,000. Interest shall be paid monthly in arrears. A facility fee of (0.5%) of the revolving line ($10,000) is due on May 22, 2016 and each anniversary thereof for so long as the revolving credit facility is in effect. The loan period is from April 20 through January 22, 2018 at which time any outstanding advances, and accrued and unpaid interest thereon, will be due and payable. 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, Avidbanks 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 June 26, 2016 and September 27, 2015, the outstanding principal and accrued interest balance on the line of credit was $730 thousand and $817 thousand, respectively. For the three and nine months ended June 26, 2016 and June 28, 2015, the total interest expense against the outstanding line of credit balance was $12 and $28 thousand and $10 and $20 thousand, respectively. 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. 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 June 28, 2015 cash flow statement as debt issuance costs and were amortized to interest expense across the term of the notes based on the effective interest method. For the three and nine months ending June 26, 2016 the total interest expense related to the debt was zero. For the three and nine months ending June 28, 2015 the total interest expense related to the debt was $3 and $146 thousand, respectively. As of June 26, 2016 and September 27, 2015 the unamortized debt issuance costs were zero. On June 28, 2015, the holders of the Companys $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 Companys Series B Preferred Stock. |
Stock Based Compensation
Stock Based Compensation | 9 Months Ended |
Jun. 26, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Based Compensation | Note 9-Stock Based Compensation Stock Options issued to Employees, Officers and Directors 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 June 26, 2016, Optex Systems Holdings has granted stock options to officers and employees as follows: Date of Shares Exercise Shares Outstanding Expiration Vesting Grant Granted Price As of 6/26/16 Date Period 12/09/11 46,070 $ 10.00 35,350 12/08/2018 4 years 12/19/13 25,000 $ 10.00 25,000 12/18/2020 4 years Total 73,752 60,350 The following table summarizes the status of Optex Systems Holdings 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 28, 2014 62,912 $ 3.41 $ Granted 2015 Forfeited 2015 (54 ) Exercised 2015 Outstanding as of September 27, 2015 62,858 $ 2.32 $ Granted 2016 Forfeited 2016 (2,508 ) Exercised 2016 Outstanding as of June 26, 2016 60,350 $ 1.67 $ Exercisable as of September 27, 2015 40,266 $ 1.45 $ Exercisable as of June 26, 2016 52,850 $ 1.34 $ As of June 26, 2016, the intrinsic value of the outstanding options was zero. There were zero options granted in the three and nine months ended June 26, 2016 and June 28, 2015, 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 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 Non-vested granted nine months ended June 26, 2016 Vested nine months ended June 26, 2016 (12,585 ) 7.33 Forfeited nine months ended June 26, 2016 (2,508 ) Non-vested as of June 26, 2016 7,500 $ 8.00 Restricted Stock Units issued to Officers and Employees On June 14, 2016, the Compensation Committee (Committee) of the Board of Directors of Optex Systems Holdings, Inc. approved the Companys 2016 Restricted Stock Unit Plan (the Plan). The Plan provides for the issuance of stock units (RSU) for up to 1,000,000 shares of the Companys common stock to Optex Systems Holdings officers and employees. Each RSU constitutes a right to receive one share of the Companys common stock, subject to vesting, which unless otherwise stated in an RSU agreement, shall vest in equal amounts on the first, second and third anniversary of the grant date. Shares of the Companys common stock underlying the number of vested RSUs will be delivered as soon as practicable after vesting. During the period between grant and vesting, the RSUs may not be transferred, and the grantee has no rights as a shareholder until vesting has occurred. If the grantees employment is terminated for any reason (other than following a change in control of the Company or a termination of an officer other than for cause), then any unvested RSUs under the award will automatically terminate and be forfeited. If an officer grantees employment is terminated by the Company without cause or by the grantee for good reason, then, provided that the RSUs have not been previously forfeited, the remaining unvested portion of the RSUs will immediately vest as of the officer grantees termination date. In the event of a change in control, the Companys obligations regarding outstanding RSUs shall, on such terms as may be approved by the Committee prior to such event, immediately vest, be assumed by the surviving or continuing company or cancelled in exchange for property (including cash). On June 15, 2016, the Company issued 150,000 RSUs to its Chief Executive Officer, Danny Schoening, and 50,000 RSUs to its Chief Financial Officer, Karen Hawkins. The RSUs issued to Mr. Schoening and Ms. Hawkins vest as follows: 34% on January 1, 2017, 33% on January 1, 2018 and 33% on January 1, 2019. The total market value of the restricted stock units based on the shares price of $1.85 as of June 15, 2016 is $372 thousand. The cost of the shares is amortized on a straight line basis across the vesting periods. Consulting and Vendor Equity Issues On April 29, 2016, Optex Systems Holdings, Inc. issued 40,000 common restricted shares at a market price of $2.35 per share ($94,000) in support of the IRTH Communications agreement (See note 6). The cost of the shares is amortized on a straight line basis through April 2017. There were no other equity instruments issued to consultants and vendors during the three or nine months ended June 26, 2016 and June 28, 2015. Warrant Agreements Optex Systems Holdings calculates the fair value of warrants issued with debt or preferred stock using the Black-Scholes-Merton valuation method. The total proceeds received in the sale of debt or preferred stock and related warrants are allocated among these financial instruments based on their relative fair values. The discount arising from assigning a portion of the total proceeds to the warrants issued is recognized as interest expense for debt from the date of issuance to the earlier of the maturity date of the debt or the conversion dates using the effective yield method. As of June 26, 2016, Optex Systems Holdings had the zero outstanding warrants outstanding. As of March 3, 2016 1,000 warrants issued to Avidbank on March 4, 2010 expired unexercised. Stock Based Compensation Expense Equity compensation is amortized based on a straight line basis across the vesting or service period as applicable. The recorded compensation costs for options and shares granted and restricted stock units awarded as well as the unrecognized compensation costs are summarized in the table below: Stock Compensation (thousands) Recognized Compensation Expense Unrecognized Compensation Expense Three months ended Nine months ended As of period ending June 26, 2016 June 28, 2015 June 26, 2016 June 28, 2015 June 26, 2016 September 27, 2015 Stock Options (1) $ (8 ) $ 25 $ 41 $ 116 $ 59 $ 100 Restricted Stock Units 47 - 47 - 325 - Consultant Shares (IRTH) 24 - 24 - 70 - Total Stock Compensation $ 63 $ 25 $ 112 $ 116 $ 454 $ 100 (1) The three months ending June 26, 2016 includes a cumulative correction for over amortization stock options during the six months ending March 27, 2016. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Jun. 26, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 10 Stockholders Equity Common stock On August 31, 2015, the Optex Systems 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 the 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 28, 2014, Optex Systems had 170,914 common shares outstanding. Pursuant to an 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. 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. On October 23, 2015 a private investor converted $40 thousand, or 25 shares of the Series B preferred stock at a stated value of $1,629 per share, for 16,031 shares of common stock. On December 8, 2015 Optex Systems issued an additional 247 common shares to certain beneficial holders to correct Depository Trust and Clearing Corporation (DTC) rounding errors occurring from the October 7, 2015 reverse split. On March 27, 2016, Sileas Corporation converted $3,125 thousand or 455.52 shares of the Series A preferred stock at a stated value of $6,860 per share, for 1,250,000 shares of common stock. On April 29, 2016, Optex Systems Holdings, Inc. issued 40,000 common restricted shares at a market price of $2.35 per share ($94,000) in support of the IRTH Communications agreement (See note 6). The outstanding common shares as of June 26, 2016 is 1,621,145. The table below reflects the retroactive changes to common shares and equity accounts as a result of the 1000:1 reverse split and subsequent share issues as of June 26, 2016. Common Shares Outstanding Common shares outstanding as of September 28, 2014 pre-split 170,913,943 Common shares after 1000:1 reverse split effective October 7, 2015 170,914 Roundup quantity for holders less than 100 shares 139,953 Common shares outstanding post reverse split as of September 28, 2014 310,867 Conversion of Series B Preferred Shares May 27, 2015 4,000 Common shares outstanding as of September 27, 2015 314,867 Conversion of Series B Preferred Shares October 23, 2015 16,031 Issuance of shares on December 8, 2015 for DTC roundup correction 247 Conversion of Series A Preferred Shares March 27, 2016 1,250,000 Issuance IRTH consulting shares on April 29, 2016 40,000 Common shares outstanding as of June 26, 2016 1,621,145 There were no other issuances of common or preferred stock during the three or nine months ended June 26, 2016 or June 28, 2015. On December 15, 2015, our board of directors and the shareholders holding a majority of our issued and outstanding Common Stock approved an amendment to our Certificate of Incorporation, as amended, to effect a reverse stock split which combines the outstanding shares of our common stock into a lesser number of outstanding shares. Our board of directors will have the sole discretion to effect the amendment and reverse stock split at any time prior to June 30, 2016, and to fix the specific ratio for the combination, provided that the ratio would be not less than 1-for-2 and not more than 1-for-3. We did not effect this reverse split within the time period allotted. 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 $2.50 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 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. On March 27, 2016, Sileas Corp. converted $3,125 thousand or 455.52 shares of our Series A preferred stock into 1,250,000 shares of our common stock. As a result of the conversions, Optex Systems Holdings had 546 of preferred shares outstanding as of June 26, 2016 and 1,001 of preferred shares outstanding as of September 27, 2015 respectively. As of April 3, 2015, a majority in interest of the holders of the Series A preferred stock have 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 Companys 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. On June 5, 2015, 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. This has been waived by us until further notice. For the three months ending June 26, 2016 and June 28, 2015, there were no preferred dividends booked or preferred dividends payable in arrears. As of March 29, 2015, based on the price reset to $2.50 per common share, there were 75.5 shares of preferred stock with a beneficial conversion feature, in the money, which were subject to immediate conversion at the discretion of the holder. In the nine months ending June 28, 2015, Optex Systems Holdings 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 convertible as of March 29, 2015. During the nine months ending June 26, 2016 there were no dividends booked to retained earnings related to the beneficial conversion feature on Series A preferred shares. Based on the market price of the common stock of $1.90 as of June 26, 2016, these preferred shares are not subject to the beneficial conversion feature as the conversion price of $2.50 per share is above the market. As these Series A preferred 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 March 28, 2015, the holders of the Companys $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 Companys 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. Upon the March 28, 2015 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. During the three and nine months ending June 28, 2015 Optex Systems Holdings recognized a retained earnings dividends and additional paid in capital adjustment of zero and $4.9 million, respectively, which represented the intrinsic value of the options at the March 28, 2015 commitment date. There were no retained earnings dividends booked during the three and nine months ending June 26, 2016 for the beneficial conversion feature on the Series B preferred stock. 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. On May 27, 2015 a private investor converted $10,000, 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. On October 23, 2015 a private investor converted $40,000, or 25 shares of the Series B preferred stock at a stated value of $1,629 per share, for 16,031 shares of common stock. As of June 26, 2016 and September 27, 2015, there were 969 and 994 shares of Series B preferred shares outstanding, respectively. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Jun. 26, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 Subsequent Events On June 30, 2016 a private investor converted $273,226, or 167.7 shares of the Series B preferred stock at a stated value of $1,629 per share, for 109,291 shares of common stock. On July 20, 2016 Optex Systems Inc. was awarded a 5-year Indefinite Delivery, Indefinite Quantity (IDIQ) contract with a total potential order value up to $6.0 million to supply its laser protected periscopes to the Defense Logistics Agency over the next 5 years. On August 2, 2016 Optex Systems Holdings filed an amended registration statement on Form S-1/A for a primary offering in August 2016 and are seeking to consummate an underwritten offering of up to $5,000,000 in gross proceeds from the sale of common stock with a potential additional $750,000 if the entire overallotment is exercised in the offering. |
Accounting Policies (Policies)
Accounting Policies (Policies) | 9 Months Ended |
Jun. 26, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation: The condensed consolidated financial statements of Optex Systems Holdings included herein have been prepared by Optex Systems Holdings, without audit, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in conjunction with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although Optex Systems Holdings believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and the notes thereto included in the Optex Systems Holdings Form 10-K for the year ended September 27, 2015 and other reports filed with the SEC. The accompanying unaudited interim consolidated financial statements reflect all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of Optex Systems Holdings for the interim periods presented. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole. Certain information that is not required for interim financial reporting purposes has been omitted. |
Use of Estimates | Use of Estimates: |
Inventory | Inventory: (Thousands) June 26, 2016 September 27, 2015 Raw Material $ 3,849 $ 4,545 Work in Process 3,600 2,456 Finished Goods 653 304 Gross Inventory $ 8,102 $ 7,305 Less: Inventory Reserves (1,592 ) (1,592 ) Net Inventory $ 6,510 $ 5,713 Net inventory increased by $797 million during the nine months ending June 26, 2016 in support of higher revenues planned during the fourth quarter of the current fiscal year. |
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 buyers 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. The terms of the contract extend through 2017 during which time we are required to purchase the necessary materials to fulfill the delivery of products required by the contract. 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 events were completed as of September 30, 2012 and as such, there was zero revenue recognized for milestones in the three and nine months ending June 26, 2016 and June 28, 2015 and no unpaid/invoiced customer deposits related to the completed milestone events, respectively. |
Customer Advance Deposits | Customer Advance Deposits: |
Stock-Based Compensation | Stock-Based Compensation: The Companys accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of FASB ASC 505-50 . |
Segment Reporting | Segment Reporting: |
Fair Value of Financial Instruments | Fair Value of Financial Instruments: |
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 three and nine months ending June 28, 2015 Optex Systems Holdings recognized dividends of zero and $6.4 million, respectively, on series A and series B preferred stock related to the beneficial conversion feature of arising from a common stock conversion rate of $2.50 versus a current market price of $10.00 per common share. There was zero dividends recognized during the three and nine months ending June 26, 2016, as the conversion price was above the market. |
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, convertible debt, stock options and warrants. In computing the dilutive effect of convertible preferred stock or debt, the numerator is adjusted to add back any convertible preferred dividends and interest on convertible debt, 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, convertible debt, stock options and warrants that are anti-dilutive are excluded from the calculation of diluted earnings per common share. For the three and nine months ended June 26, 2016, respectively, 546 shares of Series A preferred stock, 969 shares of Series B preferred stock, 52,850 stock options and zero warrants were excluded from the earnings per share calculation as anti-dilutive. For the three and nine months ended June 28, 2015, respectively, 1,001 shares of Series A preferred stock, 994 shares of Series B preferred stock, 62,858 stock options and 1,000 warrants were excluded from the earnings per share calculation as anti-dilutive. |
Accounting Policies (Tables)
Accounting Policies (Tables) | 9 Months Ended |
Jun. 26, 2016 | |
Accounting Policies [Abstract] | |
Schedule of inventory | As of June 26, 2016 and September 27, 2015, inventory included: (Thousands) June 26, 2016 September 27, 2015 Raw Material $ 3,849 $ 4,545 Work in Process 3,600 2,456 Finished Goods 653 304 Gross Inventory $ 8,102 $ 7,305 Less: Inventory Reserves (1,592 ) (1,592 ) Net Inventory $ 6,510 $ 5,713 |
Purchase of Applied Optics Pr19
Purchase of Applied Optics Products Line (Tables) | 9 Months Ended |
Jun. 26, 2016 | |
Business Combinations [Abstract] | |
Schedule of fair value of the acquired assets and assumed liabilities | The following table reconciles the fair value of the acquired assets and assumed liabilities to the total purchase price of the Applied Optics Product Line 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 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Jun. 26, 2016 | |
Segment Reporting [Abstract] | |
Schedule of information for each of the reportable segments profit or loss as well as segment assets for each year | The financial tables below present the information for each of the reportable segments profit or loss as well as segment assets for the three months ending June 26, 2016 and the three months ending June 28, 2015. Optex Systems Holdings does not allocate interest expense, income taxes or unusual items to segments. Reportable Segment Financial Information Three months ending June 26, 2016 Optex Systems Applied Optics Center Other Consolidated Revenues from external customers $ 3,377 $ 1,967 $ - $ 5,344 Intersegment revenues - 515 (515 ) - Total Revenue $ 3,377 $ 2,482 $ (515 ) $ 5,344 Interest (income) expense $ - $ - $ 12 $ 12 Depreciation and Amortization $ 20 $ 68 $ - $ 88 Income (Loss) before taxes $ 135 $ 76 $ (12 ) $ 199 Other significant noncash items: Allocated home office expense $ (188 ) $ 188 $ - $ - Stock compensation expense $ 63 $ - $ - $ 63 Royalty expense amortization $ 8 $ - $ - $ 8 Provision for (use of) contract loss reserves $ - $ (17 ) $ - $ (17 ) Segment Assets $ 6,146 $ 4,776 $ - $ 10,922 Expenditures for segment assets $ - $ - $ - $ - Reportable Segment Financial Information Three months ending June 28, 2015 Optex Systems Applied Optics Center Other Consolidated Revenues from external customers $ 1,108 $ 1,204 $ - $ 2,312 Intersegment revenues - 190 (190 ) - Total Revenue $ 1,108 $ 1,394 $ (190 ) $ 2,312 Interest (income) expense $ - $ - $ 13 $ 13 Depreciation and Amortization $ 22 $ 67 $ - $ 89 Income (Loss) before taxes $ (612 ) $ (390 ) $ (13 ) $ (1,015 ) Other significant noncash items: Allocated home office expense $ (111 ) $ 111 $ - $ - (Gain) on purchased asset - AOC $ - $ - $ - $ - Amortization of intangible assets $ - $ 171 $ - $ 171 Stock option compensation expense $ 24 $ - $ - $ 24 Royalty expense amortization $ 8 $ - $ - $ 8 Provision for (use of) contract loss reserves $ - $ (41 ) $ - $ (41 ) Segment Assets $ 7,099 $ 3,903 $ - $ 11,002 Expenditures for segment assets $ (6 ) $ - $ - $ (6 ) The financial tables below present the information for each of the reportable segments profit or loss as well as segment assets for the nine months ending June 26, 2016 and the nine months ending June 28, 2015. Optex Systems Holdings does not allocate interest expense, income taxes or unusual items to segments. Reportable Segment Financial Information Nine months ending June 26, 2016 Optex Systems Applied Optics Center Other Consolidated Revenues from external customers $ 7,511 $ 4,262 $ - $ 11,773 Intersegment revenues - 1,173 (1,173 ) - Total Revenue $ 7,511 $ 5,435 $ (1,173 ) $ 11,773 Interest (income) expense $ - $ - $ 28 $ 28 Depreciation and Amortization $ 57 $ 203 $ - $ 260 Income (Loss) before taxes $ (16 ) $ (313 ) $ (28 ) $ (357 ) Other significant noncash items: Allocated home office expense $ (565 ) $ 565 $ - $ - Stock compensation expense $ 112 $ - $ - $ 112 Royalty expense amortization $ 22 $ - $ - $ 22 Provision for (use of) contract loss reserves $ - $ (47 ) $ - $ (47 ) Segment Assets $ 6,146 $ 4,776 $ - $ 10,922 Expenditures for segment assets $ (15 ) $ (19 ) $ - $ (34 ) Reportable Segment Financial Information Nine months ending June 28, 2015 Optex Systems Applied Optics Center Other Consolidated Revenues from external customers $ 4,786 $ 3,028 $ - $ 7,814 Intersegment revenues - 190 (190 ) - Total Revenue $ 4,786 $ 3,218 $ (190 ) $ 7,814 Interest (income) expense $ - $ - $ 166 $ 166 Depreciation and Amortization $ 68 $ 179 $ - $ 247 Income (Loss) before taxes $ (1,055 ) $ 1,020 $ (166 ) $ (201 ) Other significant noncash items: Allocated home office expense $ (277 ) $ 277 $ - $ - (Gain) on purchased asset - AOC $ - $ 2,110 $ - $ 2,110 Amortization of intangible assets $ - $ 342 $ - $ 342 Stock option compensation expense $ 116 $ - $ - $ 116 Royalty expense amortization $ 23 $ - $ - $ 23 Provision for (use of) contract loss reserves $ (11 ) $ - $ - $ (11 ) Segment Assets $ 7,099 $ 3,903 $ - $ 11,002 Expenditures for segment assets $ (30 ) $ (2,070 ) $ - $ (2,100 ) (1) The Applied Optics Center was acquired on November 3, 2014. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Jun. 26, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of acquired interest in the assets and liabilities | 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 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Jun. 26, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of remaining minimum lease payments under the non-cancelable operating leases for equipment, office and facility space | As of June 26, 2016, the remaining minimum lease and estimated adjusted 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 Applied Optics Fiscal Year Lease CAM Lease CAM Lease CAM Total 2016 $ 67 $ 22 $ 72 $ 20 $ (15 ) $ (8 ) $ 158 2017 266 88 - - - - 354 2018 271 90 - - - - 361 2019 281 92 - - - - 373 2020 291 94 - - - - 385 2021 147 48 - - - - 195 Total minimum lease payments $ 1,323 $ 434 $ 72 $ 20 $ (15 ) $ (8 ) $ 1,826 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 9 Months Ended |
Jun. 26, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of stock options granted to officers and employees | As of June 26, 2016, Optex Systems Holdings has granted stock options to officers and employees as follows: Date of Shares Exercise Shares Outstanding Expiration Vesting Grant Granted Price As of 6/26/16 Date Period 12/09/11 46,070 $ 10.00 35,350 12/08/2018 4 years 12/19/13 25,000 $ 10.00 25,000 12/18/2020 4 years Total 73,752 60,350 |
Schedule of aggregate stock options granted under the incentive stock option plan | The following table summarizes the status of Optex Systems Holdings 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 28, 2014 62,912 $ 3.41 $ Granted 2015 Forfeited 2015 (54 ) Exercised 2015 Outstanding as of September 27, 2015 62,858 $ 2.32 $ Granted 2016 Forfeited 2016 (2,508 ) Exercised 2016 Outstanding as of June 26, 2016 60,350 $ 1.67 $ Exercisable as of September 27, 2015 40,266 $ 1.45 $ Exercisable as of June 26, 2016 52,850 $ 1.34 $ |
Schedule of aggregate non-vested shares granted under the 2009 Stock Option Plan | 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 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 Non-vested granted nine months ended June 26, 2016 Vested nine months ended June 26, 2016 (12,585 ) 7.33 Forfeited nine months ended June 26, 2016 (2,508 ) Non-vested as of June 26, 2016 7,500 $ 8.00 |
Schedule of compensation costs | The recorded compensation costs for options and shares granted and restricted stock units awarded as well as the unrecognized compensation costs are summarized in the table below: Stock Compensation (thousands) Recognized Compensation Expense Unrecognized Compensation Expense Three months ended Nine months ended As of period ending June 26, 2016 June 28, 2015 June 26, 2016 June 28, 2015 June 26, 2016 September 27, 2015 Stock Options (1) $ (8 ) $ 25 $ 41 $ 116 $ 59 $ 100 Restricted Stock Units 47 - 47 - 325 - Consultant Shares (IRTH) 24 - 24 - 70 - Total Stock Compensation $ 63 $ 25 $ 112 $ 116 $ 454 $ 100 (1) The three months ending June 26, 2016 includes a cumulative correction for over amortization stock options during the six months ending March 27, 2016. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Jun. 26, 2016 | |
Stockholders' Equity Note [Abstract] | |
Schedule of changes to common shares and equity due to reverse stock split | The table below reflects the retroactive changes to common shares and equity accounts as a result of the 1000:1 reverse split and subsequent share issues as of June 26, 2016. Common Shares Outstanding Common shares outstanding as of September 28, 2014 pre-split 170,913,943 Common shares after 1000:1 reverse split effective October 7, 2015 170,914 Roundup quantity for holders less than 100 shares 139,953 Common shares outstanding post reverse split as of September 28, 2014 310,867 Conversion of Series B Preferred Shares May 27, 2015 4,000 Common shares outstanding as of September 27, 2015 314,867 Conversion of Series B Preferred Shares October 23, 2015 16,031 Issuance of shares on December 8, 2015 for DTC roundup correction 247 Conversion of Series A Preferred Shares March 27, 2016 1,250,000 Issuance IRTH consulting shares on April 29, 2016 40,000 Common shares outstanding as of June 26, 2016 1,621,145 |
Organization and Operations (De
Organization and Operations (Details Narrative) | Dec. 15, 2015 | Oct. 07, 2015 | Aug. 31, 2015 | Jun. 26, 2016ft²Number |
Segment Reporting Information [Line Items] | ||||
Number of leased facilities | 2 | |||
Leased facilities (Square feet) | ft² | 93,733 | |||
Number of employees | 89 | |||
Description of reverse stock split | 1-for-2 and not more than 1-for-3 | 1:1000 | Ratio to be determined by the board of directors, of not less than 1-for-400 nor more than 1-for-1000. | |
Optex Systems (OPX) - Richardson, Texas [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Leased facilities (Square feet) | ft² | 49,100 | |||
Number of employees | 52 | |||
Description of reverse stock split | 1:1000 |
Accounting Policies (Details)
Accounting Policies (Details) - USD ($) $ in Thousands | Jun. 26, 2016 | Sep. 27, 2015 |
Accounting Policies [Abstract] | ||
Raw Material | $ 3,849 | $ 4,545 |
Work in Process | 3,600 | 2,456 |
Finished Goods | 653 | 304 |
Gross Inventory | 8,102 | 7,305 |
Less: Inventory Reserves | (1,592) | (1,592) |
Net Inventory | $ 6,510 | $ 5,713 |
Accounting Policies (Details Na
Accounting Policies (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Oct. 24, 2011 | Jun. 26, 2016 | Jun. 28, 2015 | Jun. 26, 2016 | Jun. 28, 2015 | Sep. 27, 2015 | Mar. 29, 2015 | Mar. 26, 2015 | Nov. 03, 2014 | Jun. 29, 2014 |
Net inventory increased | $ 797 | |||||||||
Intangible assets | $ 98 | 98 | ||||||||
Applied Optics Center [Member] | L3 Communications [Member] | Customer Backlog [Member] | ||||||||||
Intangible assets | $ 0 | $ 0 | $ 0 | $ 342 | ||||||
Stock Option [Member] | ||||||||||
Number of shares excluded from the earnings per share calculation as anti-dilutive | 52,850 | 62,858 | 52,850 | 62,858 | ||||||
Warrant [Member] | ||||||||||
Number of shares excluded from the earnings per share calculation as anti-dilutive | 0 | 1,000 | 0 | 1,000 | ||||||
6% Series A Preferred Stock [Member] | ||||||||||
Beneficial conversion feature on preferred stock, dividend | $ 0 | $ 6,400 | ||||||||
Stock conversion price (in dollars per share) | $ 2.50 | $ 2.50 | ||||||||
Share price (in dollars per share) | $ 6,860 | $ 10 | $ 6,860 | $ 10 | $ 6,860 | |||||
Number of shares excluded from the earnings per share calculation as anti-dilutive | 546 | 1,001 | 546 | 1,001 | ||||||
Series B Preferred Stock [Member] | ||||||||||
Beneficial conversion feature on preferred stock, dividend | $ 0 | $ 6,400 | ||||||||
Stock conversion price (in dollars per share) | $ 2.50 | $ 2.50 | $ 2.50 | |||||||
Share price (in dollars per share) | $ 10 | $ 10 | $ 10 | $ 1,629 | ||||||
Number of shares excluded from the earnings per share calculation as anti-dilutive | 969 | 994 | 969 | 994 | ||||||
General Dynamics Land Systems - Canada [Member] | ||||||||||
Award contract amount | $ 8,000 | |||||||||
Milestone revenue | $ 3,900 | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Term of contract expired | 2,017 | |||||||||
Optex Systems, Inc (Delaware) [Member] | ||||||||||
Customer advance deposits | $ 600 | $ 600 | ||||||||
Minimum [Member] | ||||||||||
Delivery period | 3 months | |||||||||
Maximum [Member] | ||||||||||
Delivery period | 36 months |
Purchase of Applied Optics Pr28
Purchase of Applied Optics Products Line (Details) - Applied Optics Products Line [Member] - USD ($) | Nov. 03, 2014 | Jun. 26, 2016 |
Business Acquisition [Line Items] | ||
Fixed Assets | $ 2,064,700 | |
Inventory | 940,100 | |
Prepaid Assets/Other | 47,100 | |
Liabilities | (270,700) | $ (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) | $ 1,013,100 |
Gain on Bargain Purchase | $ 2,110,300 |
Purchase of Applied Optics Pr29
Purchase of Applied Optics Products Line (Details Narrative) - USD ($) | Nov. 03, 2014 | Jun. 26, 2016 | Jun. 28, 2015 |
Applied Optics Products Line [Member] | |||
Business Acquisition [Line Items] | |||
Purchase price for the acquisition | $ (1,013,100) | $ 1,013,100 | |
Purchased assets | $ 270,700 | $ 270,700 | |
Percentage of net carrying values before intangible assets and assumed liabilities | 73.00% | ||
Applied Optics Products Line [Member] | Accredited Investors [Member] | |||
Business Acquisition [Line Items] | |||
Working capital | $ 213,100 | ||
Advances | $ 800,000 | ||
Applied Optics Center (AOC) - Dallas Sublease [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition-related costs | $ 40,200 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Jun. 26, 2016 | Jun. 28, 2015 | Jun. 26, 2016 | Jun. 28, 2015 | |||
Total Revenue | $ 5,344 | $ 2,312 | $ 11,773 | $ 7,814 | ||
Interest (income) expense | 12 | 13 | 28 | 166 | ||
Depreciation and Amortization | 88 | 89 | 260 | 247 | ||
Income (Loss) before taxes | 199 | (1,015) | (357) | (201) | ||
Other significant noncash items: | ||||||
Allocated home office expense | 112 | |||||
(Gain) on purchased asset - AOC | 2,110 | |||||
Amortization of intangible assets | 171 | 342 | ||||
Stock option compensation expense | 63 | 25 | 112 | 116 | ||
Provision for excess & obsolete inventories | 116 | |||||
Royalty expense amortization | 8 | 8 | 22 | 23 | ||
Provision for (use of) contract loss reserves | (17) | (41) | (47) | (11) | ||
Segment Assets | 10,922 | 11,002 | 10,922 | 11,002 | ||
Expenditures for segment assets | (6) | (34) | (2,100) | |||
Revenues from external customers [Member] | ||||||
Total Revenue | 5,344 | 2,312 | 11,773 | 7,814 | ||
Intersegment revenues [Member] | ||||||
Total Revenue | ||||||
Optex Systems (OPX) - Richardson, Texas [Member] | ||||||
Total Revenue | 3,377 | 1,108 | 7,511 | 4,786 | ||
Interest (income) expense | ||||||
Depreciation and Amortization | 20 | 22 | 57 | 68 | ||
Income (Loss) before taxes | 135 | (612) | (16) | (1,055) | ||
Other significant noncash items: | ||||||
Allocated home office expense | (188) | (111) | (565) | (277) | ||
(Gain) on purchased asset - AOC | ||||||
Amortization of intangible assets | ||||||
Stock option compensation expense | 63 | 24 | 112 | |||
Provision for excess & obsolete inventories | 116 | |||||
Royalty expense amortization | 8 | 8 | 22 | 23 | ||
Provision for (use of) contract loss reserves | (11) | |||||
Segment Assets | 6,146 | 7,099 | 6,146 | 7,099 | ||
Expenditures for segment assets | (6) | (15) | (30) | |||
Optex Systems (OPX) - Richardson, Texas [Member] | Revenues from external customers [Member] | ||||||
Total Revenue | 3,377 | 1,108 | 7,511 | 4,786 | ||
Optex Systems (OPX) - Richardson, Texas [Member] | Intersegment revenues [Member] | ||||||
Total Revenue | ||||||
Applied Optics Center (AOC) - Dallas [Member] | ||||||
Total Revenue | 2,482 | 1,394 | 5,435 | 3,218 | [1] | |
Interest (income) expense | [1] | |||||
Depreciation and Amortization | 68 | 67 | 203 | 179 | [1] | |
Income (Loss) before taxes | 76 | (390) | (313) | 1,020 | [1] | |
Other significant noncash items: | ||||||
Allocated home office expense | 188 | 111 | 565 | 277 | [1] | |
(Gain) on purchased asset - AOC | 2,110 | [1] | ||||
Amortization of intangible assets | 171 | 342 | [1] | |||
Stock option compensation expense | ||||||
Provision for excess & obsolete inventories | [1] | |||||
Royalty expense amortization | [1] | |||||
Provision for (use of) contract loss reserves | (17) | (41) | (47) | [1] | ||
Segment Assets | 4,776 | 3,903 | 4,776 | 3,903 | [1] | |
Expenditures for segment assets | (19) | (2,070) | [1] | |||
Applied Optics Center (AOC) - Dallas [Member] | Revenues from external customers [Member] | ||||||
Total Revenue | 1,967 | 1,204 | 4,262 | 3,028 | [1] | |
Applied Optics Center (AOC) - Dallas [Member] | Intersegment revenues [Member] | ||||||
Total Revenue | 515 | 190 | 1,173 | 190 | [1] | |
Other (non allocated costs and intersegment eliminations) [Member] | ||||||
Total Revenue | (515) | (190) | (1,173) | (190) | ||
Interest (income) expense | 12 | 13 | 28 | 166 | ||
Depreciation and Amortization | ||||||
Income (Loss) before taxes | (12) | (13) | (28) | (166) | ||
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 (use of) contract loss reserves | ||||||
Segment Assets | ||||||
Expenditures for segment assets | ||||||
Other (non allocated costs and intersegment eliminations) [Member] | Revenues from external customers [Member] | ||||||
Total Revenue | ||||||
Other (non allocated costs and intersegment eliminations) [Member] | Intersegment revenues [Member] | ||||||
Total Revenue | $ (515) | $ (190) | $ (1,173) | $ (190) | ||
[1] | The Applied Optics Center was acquired on November 3, 2014. |
Segment Reporting (Details Narr
Segment Reporting (Details Narrative) | 9 Months Ended |
Jun. 26, 2016ft²Number | |
Number of reportable segments | Number | 2 |
Number of employees | Number | 89 |
Leased facilities | ft² | 93,733 |
Optex Systems (OPX) - Richardson, Texas [Member] | |
Number of employees | Number | 52 |
Leased facilities | ft² | 49,100 |
Applied Optics Center (AOC) - Dallas [Member] | |
Number of employees | Number | 37 |
Leased facilities | ft² | 56,633 |
Domestic Military Customers [Member] | Optex Systems (OPX) - Richardson, Texas [Member] | Sales Revenue, Net [Member] | |
Percentage of revenue | 69.00% |
Foreign Military Customers [Member] | Optex Systems (OPX) - Richardson, Texas [Member] | Sales Revenue, Net [Member] | |
Percentage of revenue | 31.00% |
General Dynamics [Member] | Optex Systems (OPX) - Richardson, Texas [Member] | Sales Revenue, Net [Member] | |
Percentage of revenue | 26.00% |
U.S. government [Member] | Optex Systems (OPX) - Richardson, Texas [Member] | Sales Revenue, Net [Member] | |
Percentage of revenue | 57.00% |
U.S. government [Member] | Applied Optics Center (AOC) - Dallas [Member] | Sales Revenue, Net [Member] | |
Percentage of revenue | 20.00% |
International Parts Supply Co [Member] | Optex Systems (OPX) - Richardson, Texas [Member] | Sales Revenue, Net [Member] | |
Percentage of revenue | 8.00% |
Other external customers [Member] | Optex Systems (OPX) - Richardson, Texas [Member] | Sales Revenue, Net [Member] | |
Percentage of revenue | 9.00% |
Other external customers [Member] | Applied Optics Center (AOC) - Dallas [Member] | Sales Revenue, Net [Member] | |
Percentage of revenue | 5.00% |
Commercial Customers [Member] | Applied Optics Center (AOC) - Dallas [Member] | Sales Revenue, Net [Member] | |
Percentage of revenue | 32.00% |
Subcontracted Customers [Member] | Applied Optics Center (AOC) - Dallas [Member] | Sales Revenue, Net [Member] | |
Percentage of revenue | 46.00% |
Military Contracts [Member] | Applied Optics Center (AOC) - Dallas [Member] | Sales Revenue, Net [Member] | |
Percentage of revenue | 22.00% |
Nightforce Optics, Inc [Member] | Applied Optics Center (AOC) - Dallas [Member] | Sales Revenue, Net [Member] | |
Percentage of revenue | 38.00% |
L3 Communications [Member] | Applied Optics Center (AOC) - Dallas [Member] | |
Leased facilities | ft² | 12,000 |
L3 Communications [Member] | Applied Optics Center (AOC) - Dallas [Member] | Sales Revenue, Net [Member] | |
Percentage of revenue | 15.00% |
Exelis, Inc [Member] | Applied Optics Center (AOC) - Dallas [Member] | Sales Revenue, Net [Member] | |
Percentage of revenue | 22.00% |
Intangible Assets (Details)
Intangible Assets (Details) - Applied Optics Products Line [Member] - USD ($) | Jun. 26, 2016 | Nov. 03, 2014 |
Assets: | ||
Total assets | $ 2,781,200 | |
Liabilities: | ||
Current liabilities, consisting of accounts payable of $119.4 thousand and accrued liabilities of $151.3 thousand | $ (270,700) | (270,700) |
Acquired net assets | 3,123,400 | |
Customer Backlog [Member] | ||
Assets: | ||
Current assets, consisting primarily of inventory of $940.1 thousand and prepaid assets of $47.1 thousand | 987,200 | |
Identifiable 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) | |
Acquired net assets | $ 3,123,400 |
Intangible Assets (Details) (Pa
Intangible Assets (Details) (Parenthetical) - Applied Optics Products Line [Member] | Nov. 03, 2014USD ($) |
Inventory | $ 940,100 |
Prepaid assets | 47,100 |
Customer Backlog [Member] | |
Inventory | 940,100 |
Prepaid assets | 47,100 |
Accounts payable | 119,400 |
Accrued liabilities | $ 151,300 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | Dec. 30, 2014 | Nov. 03, 2014 | Jun. 28, 2015 | Jun. 26, 2016 | Jun. 28, 2015 | Sep. 27, 2015 |
Intangible assets | $ 98,000 | |||||
Amortization of identifiable intangible assets | $ 171,000 | $ 342,000 | ||||
Applied Optics Products Line [Member] | ||||||
Liabilities | $ 270,700 | 270,700 | ||||
Payment to acquire business | (1,013,100) | $ 1,013,100 | ||||
Amortization of identifiable intangible assets | $ 57,000 | |||||
Amortized of intangible assets | 15 years | |||||
Unamortized balance | $ 0 | $ 0 | ||||
Applied Optics Products Line [Member] | Manufacturing Cost of Sales [Member] | ||||||
Amortization of identifiable intangible assets | 145,500 | 291,100 | ||||
Applied Optics Products Line [Member] | General and Administrative Expense [Member] | ||||||
Amortization of identifiable intangible assets | 25,500 | 51,100 | ||||
Applied Optics Products Line [Member] | Customer Backlog [Member] | ||||||
Liabilities | 270,700 | |||||
Intangible assets | $ 342,200 | $ 342,200 | $ 342,200 |
Commitments and Contingencies35
Commitments and Contingencies (Details) $ in Thousands | Jun. 26, 2016USD ($) |
Fiscal Year | |
2,016 | $ 158 |
2,017 | 354 |
2,018 | 361 |
2,019 | 373 |
2,020 | 385 |
2,021 | 195 |
Total minimum lease payments | 1,826 |
Optex Systems (OPX) - Richardson, Texas [Member] | Lease Payments [Member] | |
Fiscal Year | |
2,016 | 67 |
2,017 | 266 |
2,018 | 271 |
2,019 | 281 |
2,020 | 291 |
2,021 | 147 |
Total minimum lease payments | 1,323 |
Optex Systems (OPX) - Richardson, Texas [Member] | Common Area Maintenance Estimate [Member] | |
Fiscal Year | |
2,016 | 22 |
2,017 | 88 |
2,018 | 90 |
2,019 | 92 |
2,020 | 94 |
2,021 | 48 |
Total minimum lease payments | 434 |
Applied Optics Center (AOC) - Dallas [Member] | Lease Payments [Member] | |
Fiscal Year | |
2,016 | 72 |
2,017 | |
2,018 | |
2,019 | |
2,020 | |
2,021 | |
Total minimum lease payments | 72 |
Applied Optics Center (AOC) - Dallas [Member] | Common Area Maintenance Estimate [Member] | |
Fiscal Year | |
2,016 | 20 |
2,017 | |
2,018 | |
2,019 | |
2,020 | |
2,021 | |
Total minimum lease payments | 20 |
Applied Optics Center (AOC) - Dallas Sublease [Member] | Lease Payments [Member] | |
Fiscal Year | |
2,016 | (15) |
2,017 | |
2,018 | |
2,019 | |
2,020 | |
2,021 | |
Total minimum lease payments | (15) |
Applied Optics Center (AOC) - Dallas Sublease [Member] | Common Area Maintenance Estimate [Member] | |
Fiscal Year | |
2,016 | (8) |
2,017 | |
2,018 | |
2,019 | |
2,020 | |
2,021 | |
Total minimum lease payments | $ (8) |
Commitments and Contingencies36
Commitments and Contingencies (Details Narrative) | Apr. 29, 2016USD ($)$ / sharesshares | Apr. 06, 2016USD ($)shares | Jun. 26, 2016USD ($)ft² | Jun. 28, 2015USD ($) | Jun. 26, 2016USD ($)ft² | Jun. 28, 2015USD ($) | Sep. 27, 2015USD ($) |
Leased facilities (Square feet) | ft² | 93,733 | 93,733 | |||||
Total facilities rental and CAM expense | $ 169,000 | $ 181,000 | $ 473,000 | $ 435,000 | |||
IRTH Communications [Member] | Investor Relations Services Agreement [Member] | |||||||
Initial retainer payment | $ 7,500 | ||||||
Monthly retainer payment | $ 7,500 | ||||||
Agreement term | 12 months | ||||||
Frequency of retainer payment | Monthly | ||||||
One time retainer payment | $ 100,000 | ||||||
IRTH Communications [Member] | Investor Relations Services Agreement [Member] | Restricted Securities [Member] | |||||||
Number of shares issued | shares | 40,000 | 40,000 | |||||
Share price (in dollars per share) | $ / shares | $ 2.35 | ||||||
Value of shares issued | $ 94,000 | ||||||
Optex Systems (OPX) - Richardson, Texas [Member] | |||||||
Leased facilities (Square feet) | ft² | 49,100 | 49,100 | |||||
Expire period | Mar. 31, 2021 | ||||||
Unamortized deferred rent | $ 108,000 | $ 108,000 | $ 106,000 | ||||
Optex Systems (OPX) - Richardson, Texas [Member] | Minimum [Member] | |||||||
Annual rental payment inflationary rate | 3.40% | ||||||
Optex Systems (OPX) - Richardson, Texas [Member] | Maximum [Member] | |||||||
Annual rental payment inflationary rate | 4.80% | ||||||
Applied Optics Center (AOC) - Dallas [Member] | |||||||
Leased facilities (Square feet) | ft² | 56,633 | 56,633 | |||||
Expire period | Sep. 30, 2016 | ||||||
Renewal term | 5 years | ||||||
Applied Optics Center (AOC) - Dallas [Member] | L3 Communications [Member] | |||||||
Leased facilities (Square feet) | ft² | 12,000 | 12,000 |
Prepaid Royalties (Details Narr
Prepaid Royalties (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 26, 2016 | Jun. 28, 2015 | Jun. 26, 2016 | Jun. 28, 2015 | |
Prepaid Royalties | ||||
Commercial useful life of patent | 7 years | |||
Patent license net amount | $ 98 | $ 98 | ||
Amortized royalty expense | $ 8 | $ 8 | $ 22 | $ 22 |
Debt Financing (Details Narrati
Debt Financing (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jun. 05, 2015 | Feb. 20, 2009 | Mar. 29, 2015 | Mar. 27, 2016 | Mar. 29, 2015 | Jun. 28, 2015 |
6% Series A Preferred Stock [Member] | ||||||
Number of shares exercised for conversion | 75.5 | 75.5 | ||||
Stock conversion price (in dollars per share) | $ 2.50 | |||||
Longview Fund L P [Member] | Optex Systems, Inc (Delaware) [Member] | ||||||
Ownership percentage | 90.00% | |||||
Sileas Corporation [Member] | ||||||
Ownership percentage | 100.00% | |||||
Sileas Corporation [Member] | 6% Series A Preferred Stock [Member] | ||||||
Number of shares exercised for conversion | 455.52 | |||||
Stock conversion amount | $ 3,125 | |||||
Number of common shares issued upon conversion | 1,250,000 | |||||
Stock conversion price (in dollars per share) | $ 2.50 | |||||
Sileas Corporation [Member] | Blocker Agreement [Member] | ||||||
Maximum beneficial ownership percentage | 9.99% | |||||
Sileas Corporation [Member] | Blocker Agreement [Member] | 6% Series A Preferred Stock [Member] | ||||||
Maximum beneficial ownership percentage | 9.99% | |||||
Sileas Corporation [Member] | Secured Promissory Note (Longview Fund, L.P) [Member] | ||||||
Principal amount | $ 13,524,405 | |||||
Interest rate | 4.00% | |||||
Maturity date | May 29, 2021 | |||||
Sileas Corporation [Member] | Amended Secured Promissory Note (Longview Fund, L.P) [Member] | ||||||
Principal amount | $ 18,022,329 | |||||
Maturity date | May 29, 2021 | |||||
Description of conversion feature | 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. |
Debt Financing (Details Narra39
Debt Financing (Details Narrative 1) - Revolving Credit Facility [Member] - Avidbank [Member] - USD ($) $ in Thousands | Apr. 20, 2016 | Jun. 26, 2016 | Jun. 28, 2015 | Jun. 26, 2016 | Jun. 28, 2015 | Sep. 27, 2015 |
Maturity date | Jan. 22, 2018 | |||||
Maximum borrowing capacity | $ 2,000 | |||||
Maturity term | 20 months | |||||
Description of interest rate | Prime rate plus 2.5%. | |||||
Renewal fees | $ 10 | |||||
Percentage of facility fee | 5.00% | |||||
Frequency of interest payments | Monthly | |||||
Periodic interest | $ 10 | |||||
Description of term period | The loan period is from April 20 through January 22, 2018 at which time any outstanding advances, and accrued and unpaid interest thereon, will be due and payable. | |||||
Line of credit outstanding | $ 730 | $ 730 | $ 817 | |||
Total interest (income) expense | $ 12 | $ 10 | $ 28 | $ 20 | ||
Optex Systems, Inc (Delaware) [Member] | ||||||
Description of collateral | 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. | |||||
Prime Rate [Member] | ||||||
Basis spread on variable rate | 2.50% |
Debt Financing (Details Narra40
Debt Financing (Details Narrative 2) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Jun. 26, 2016 | Jun. 28, 2015 | Jun. 26, 2016 | Jun. 28, 2015 | Sep. 27, 2015 | Nov. 17, 2014 | |
Interest expense | $ 12 | $ 13 | $ 28 | $ 166 | ||
Subscription Agreement [Member] | Convertible Promissory Notes [Member] | Placement Agency (Broker) [Member] | ||||||
Principal amount | $ 10 | |||||
Subscription Agreement [Member] | Convertible Promissory Notes [Member] | Private Placement [Member] | ||||||
Principal amount | 2,100 | |||||
Debt issuance cost | 74 | |||||
Interest expense | 0 | $ 3 | 0 | 146 | ||
Legal and placements fee | 10 | |||||
Unamortized debt issuance costs | $ 0 | $ 0 | $ 0 | |||
Debt conversion original amount | $ 1,560 | |||||
Subscription Agreement [Member] | Convertible Promissory Notes [Member] | Private Placement [Member] | Series B Preferred Stock [Member] | ||||||
Number of shares issued upon conversion | 1,000 | |||||
Subscription Agreement [Member] | Convertible Promissory Notes [Member] | Private Placement [Member] | Investors [Member] | ||||||
Principal amount | $ 1,550 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) - 2009 Stock Option Plan [Member] - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 26, 2016 | Jun. 26, 2016 | Jun. 28, 2015 | Sep. 27, 2015 | Sep. 29, 2014 | |
Shares Granted | 0 | 0 | |||
Shares Outstanding | 60,350 | 60,350 | 62,858 | 62,912 | |
Officers And Employees [Member] | |||||
Shares Granted | 73,752 | ||||
Shares Outstanding | 60,350 | 60,350 | |||
Award Date 12-09-2011 [Member] | Officers And Employees [Member] | |||||
Shares Granted | 46,070 | ||||
Exercise Price | $ 10 | ||||
Shares Outstanding | 35,350 | 35,350 | |||
Expiration Date | Dec. 8, 2018 | ||||
Vesting Period | 4 years | ||||
Award Date 12-19-2013 [Member] | Officers And Employees [Member] | |||||
Shares Granted | 25,000 | ||||
Exercise Price | $ 10 | ||||
Shares Outstanding | 25,000 | 25,000 | |||
Expiration Date | Dec. 18, 2020 | ||||
Vesting Period | 4 years |
Stock Based Compensation (Det42
Stock Based Compensation (Details 1) - 2009 Stock Option Plan [Member] - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 26, 2016 | Jun. 26, 2016 | Jun. 28, 2015 | Sep. 27, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number of Shares Remaining Options [Roll Forward] | ||||
Outstanding at beginning | 62,858 | 62,912 | 62,912 | |
Granted | 0 | 0 | ||
Forfeited | (2,508) | (54) | ||
Exercised | ||||
Outstanding at ending | 60,350 | 60,350 | 62,858 | |
Exercisable at ending | 52,850 | 52,850 | 40,266 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Fair Value [Roll Forward] | ||||
Outstanding at beginning | ||||
Outstanding at ending | ||||
Exercisable at ending | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Weighted Average Life [Roll Forward] | ||||
Outstanding at beginning | 2 years 3 months 25 days | 3 years 4 months 28 days | ||
Outstanding at ending | 1 year 8 months 1 day | 2 years 3 months 25 days | ||
Exercisable at ending | 1 year 4 months 2 days | 1 year 5 months 12 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Aggregate Value [Roll Forward] | ||||
Outstanding at beginning | ||||
Forfeited | ||||
Exercised | ||||
Outstanding at ending | ||||
Exercisable at ending |
Stock Based Compensation (Det43
Stock Based Compensation (Details 2) - 2009 Stock Option Plan [Member] - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 26, 2016 | Jun. 26, 2016 | Jun. 28, 2015 | Sep. 27, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Non-vested Shares Subject to Options [Roll Forward] | ||||
Non-vested outstanding at beginning | 22,592 | 42,710 | 42,710 | |
Granted | 0 | 0 | ||
Vested | (12,585) | (20,064) | ||
Forfeited | (2,508) | (54) | ||
Non-vested outstanding at ending | 7,500 | 7,500 | 22,592 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ||||
Non-vested outstanding at beginning | $ 7.66 | $ 7.58 | $ 7.58 | |
Non-vested granted | ||||
Vested | 7.33 | 7.50 | ||
Forfeited | ||||
Non-vested outstanding at ending | $ 8 | $ 8 | $ 7.66 |
Stock Based Compensation (Det44
Stock Based Compensation (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Jun. 26, 2016 | Jun. 28, 2015 | Jun. 26, 2016 | Jun. 28, 2015 | Sep. 27, 2015 | ||
Recognized Compensation Expense | $ 63 | $ 25 | $ 112 | $ 116 | ||
Unrecognized Compensation Expense | 454 | 454 | $ 100 | |||
IRTH Communications [Member] | ||||||
Recognized Compensation Expense | 24 | 24 | ||||
Unrecognized Compensation Expense | 70 | 70 | ||||
Stock Options [Member] | ||||||
Recognized Compensation Expense | [1] | (8) | 25 | 41 | 116 | |
Unrecognized Compensation Expense | [1] | 59 | 59 | 100 | ||
Restricted Stock Units [Member] | ||||||
Recognized Compensation Expense | 47 | 47 | ||||
Unrecognized Compensation Expense | $ 325 | $ 325 | ||||
[1] | The three months ending June 26, 2016 includes a cumulative correction for over amortization stock options during the six months ending March 27, 2016. |
Stock Based Compensation (Det45
Stock Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jun. 15, 2016 | Jun. 14, 2016 | Apr. 29, 2016 | Mar. 03, 2016 | Jun. 26, 2016 | Jun. 26, 2016 | Jun. 28, 2015 | Sep. 27, 2015 |
Warrant [Member] | ||||||||
Number of warrant outstanding | 0 | 0 | ||||||
Warrant [Member] | Avidbank [Member] | ||||||||
Number of warrant issued | 1,000 | |||||||
Warrant expiration date | Mar. 4, 2010 | |||||||
Restricted Stock Units [Member] | IRTH Communications [Member] | ||||||||
Number of restricted shares issued | 40,000 | |||||||
Market price (in dollars per share) | $ 2.35 | |||||||
Value of shares issued | $ 94 | |||||||
2009 Stock Option Plan [Member] | ||||||||
Number of share authorized | 75,000 | 75,000 | ||||||
Number of options granted | 0 | 0 | ||||||
2009 Stock Option Plan [Member] | Officers And Employees [Member] | ||||||||
Number of options granted | 73,752 | |||||||
2016 Restricted Stock Unit Plan [Member] | Restricted Stock Units [Member] | Officers And Employees [Member] | ||||||||
Number of share authorized | 1,000,000 | |||||||
Description of vesting rights | Share of the Companys common stock, subject to vesting, which unless otherwise stated in an RSU agreement, shall vest in equal amounts on the first, second and third anniversary of the grant date. | |||||||
2016 Restricted Stock Unit Plan [Member] | Restricted Stock Units [Member] | Mr. Danny Schoening [Member] | ||||||||
Number of restricted shares issued | 150,000 | |||||||
Perentage of vesting trench one | 34.00% | |||||||
Percentage of vesting trench two | 33.00% | |||||||
Percentage of vesting trench three | 33.00% | |||||||
2016 Restricted Stock Unit Plan [Member] | Restricted Stock Units [Member] | Ms. Karen Hawkins [Member] | ||||||||
Number of restricted shares issued | 50,000 | |||||||
Perentage of vesting trench one | 34.00% | |||||||
Percentage of vesting trench two | 33.00% | |||||||
Percentage of vesting trench three | 33.00% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - shares | Jun. 26, 2016 | Sep. 27, 2015 | May 27, 2015 | Sep. 28, 2014 |
Common Shares Outstanding | ||||
Common shares outstanding as of September 28, 2014 pre-split | 170,913,943 | |||
Common shares after 1000:1 reverse split effective October 7, 2015 | 170,914 | |||
Roundup quantity for holders less than 100 shares | 139,953 | |||
Common shares outstanding | 1,621,145 | 314,867 | 310,867 | |
Conversion of Series B Preferred Shares May 27, 2015 | 4,000 | |||
Conversion of Series B Preferred Shares October 23, 2015 | 16,031 | |||
Issuance of shares on December 8, 2015 for DTC roundup correction | 247 | |||
Conversion of Series A Preferred Shares March 27, 2016 | 1,250,000 | |||
Issuance IRTH consulting shares on April 29, 2016 | 40,000 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Apr. 29, 2016 | Dec. 15, 2015 | Dec. 08, 2015 | Oct. 23, 2015 | Oct. 07, 2015 | Aug. 31, 2015 | May 27, 2015 | Mar. 24, 2014 | Feb. 11, 2014 | Mar. 19, 2013 | Feb. 21, 2012 | Jun. 26, 2016 | Jun. 26, 2016 | Jun. 28, 2015 | Mar. 29, 2015 | Mar. 27, 2016 | Mar. 29, 2015 | Jun. 26, 2016 | Jun. 28, 2015 | Jun. 29, 2014 | Sep. 27, 2015 | Jun. 05, 2015 | Mar. 26, 2015 | Nov. 17, 2014 | Sep. 28, 2014 |
Reverse stock split ratio | 1-for-2 and not more than 1-for-3 | 1:1000 | Ratio to be determined by the board of directors, of not less than 1-for-400 nor more than 1-for-1000. | ||||||||||||||||||||||
Number of common shares pre-split | 100,000 | ||||||||||||||||||||||||
Number of common shares post-split | 100 | ||||||||||||||||||||||||
Number of additional common shares post-split | 139,953 | ||||||||||||||||||||||||
Common stock par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||
Common shares outstanding | 1,621,145 | 1,621,145 | 1,621,145 | 314,867 | 310,867 | ||||||||||||||||||||
Preferred stock dividend arrears waived | $ 0 | $ 0 | |||||||||||||||||||||||
Sileas Corporation [Member] | Blocker Agreement [Member] | |||||||||||||||||||||||||
Maximum beneficial ownership percentage | 9.99% | ||||||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||||||
Share price (in dollars per share) | $ 10 | $ 10 | $ 10 | $ 10 | $ 1,629 | ||||||||||||||||||||
Preferred stock, authorized | 1,010 | 1,010 | 1,010 | 1,010 | 1,010 | ||||||||||||||||||||
Preferred stock par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||
Preferred stock, conversion price (in dollars per share) | 0.0025 | ||||||||||||||||||||||||
Description of preferred stock voting rights | One vote per share. | ||||||||||||||||||||||||
Revised conversion price (in dollars per share) | $ 2.50 | ||||||||||||||||||||||||
Preferred stock, outstanding | 969 | 969 | 969 | 994 | |||||||||||||||||||||
Beneficial conversion feature on preferred stock, dividend | $ 0 | $ 0 | $ 0 | $ 4,887 | |||||||||||||||||||||
6% Series A Preferred Stock [Member] | |||||||||||||||||||||||||
Number of shares exercised for conversion | 75.5 | 75.5 | |||||||||||||||||||||||
Share price (in dollars per share) | $ 6,860 | $ 6,860 | $ 10 | $ 6,860 | $ 10 | $ 6,860 | |||||||||||||||||||
Preferred stock, authorized | 1,027 | 1,027 | 1,027 | 1,027 | |||||||||||||||||||||
Preferred stock par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||
Preferred stock, conversion price (in dollars per share) | 0.15 | 0.15 | $ 2.50 | $ 2.50 | $ 0.15 | ||||||||||||||||||||
Description of preferred stock voting rights | One vote per share. | ||||||||||||||||||||||||
Revised conversion price (in dollars per share) | $ 0.01 | $ 2.50 | $ 2.50 | $ 2.50 | $ 0.0025 | ||||||||||||||||||||
Revised conversion price reverse stock split (in dollars per share) | $ 2.50 | ||||||||||||||||||||||||
Preferred stock dividend arrears waived | $ 884 | ||||||||||||||||||||||||
Preferred stock, outstanding | 546 | 546 | 546 | 1,001 | |||||||||||||||||||||
Beneficial conversion feature on preferred stock, dividend | $ 1,554 | ||||||||||||||||||||||||
Revised conversion price (in dollars per share) | $ 1.90 | $ 1.90 | $ 1.90 | ||||||||||||||||||||||
6% Series A Preferred Stock [Member] | Sileas Corporation [Member] | |||||||||||||||||||||||||
Number of shares exercised for conversion | 455.52 | ||||||||||||||||||||||||
Stock conversion amount | $ 3,125 | ||||||||||||||||||||||||
Share price (in dollars per share) | $ 6,860 | ||||||||||||||||||||||||
Number of shares issued upon conversion | 1,250,000 | ||||||||||||||||||||||||
6% Series A Preferred Stock [Member] | Sileas Corporation [Member] | Blocker Agreement [Member] | |||||||||||||||||||||||||
Maximum beneficial ownership percentage | 9.99% | ||||||||||||||||||||||||
6% Series A Preferred Stock [Member] | Alpha Capital [Member] | |||||||||||||||||||||||||
Number of shares exercised for conversion | 7.29 | 7.29 | 7.29 | ||||||||||||||||||||||
Stock conversion amount | $ 50 | $ 50 | $ 50 | ||||||||||||||||||||||
Share price (in dollars per share) | $ 6,860 | $ 6,860 | $ 6,860 | ||||||||||||||||||||||
Number of shares issued upon conversion | 5,000 | 5,000 | 5,000 | 5,000 | |||||||||||||||||||||
Revised conversion price (in dollars per share) | $ 0.01 | ||||||||||||||||||||||||
Preferred stock dividend arrears waived | $ 213 | ||||||||||||||||||||||||
Private Investor [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||||||||
Number of shares exercised for conversion | 25 | 6 | |||||||||||||||||||||||
Stock conversion amount | $ 40 | $ 10 | |||||||||||||||||||||||
Share price (in dollars per share) | $ 1,629 | $ 1,629 | |||||||||||||||||||||||
Number of shares issued upon conversion | 16,031 | 4,000 | |||||||||||||||||||||||
Beneficial Owner [Member] | |||||||||||||||||||||||||
Number of shares issued upon conversion | 247 | ||||||||||||||||||||||||
IRTH Communications [Member] | Restricted Stock Units [Member] | |||||||||||||||||||||||||
Share price (in dollars per share) | $ 2.35 | ||||||||||||||||||||||||
Value of shares issued | $ 94 | ||||||||||||||||||||||||
Number of restricted shares issued | 40,000 |
Stockholders' Equity (Details48
Stockholders' Equity (Details Narrative 1) - USD ($) $ / shares in Units, $ in Thousands | Oct. 23, 2015 | May 27, 2015 | Jun. 26, 2016 | Jun. 28, 2015 | Mar. 29, 2015 | Jun. 26, 2016 | Jun. 26, 2016 | Jun. 28, 2015 | Sep. 27, 2015 | Mar. 26, 2015 | Nov. 17, 2014 |
Subscription Agreement [Member] | Private Placement [Member] | Convertible Promissory Notes [Member] | |||||||||||
Principal amount | $ 1,560 | ||||||||||
Debt conversion original amount | $ 1,560 | ||||||||||
Series B Preferred Stock [Member] | |||||||||||
Share price (in dollars per share) | $ 10 | $ 10 | $ 10 | $ 1,629 | |||||||
Preferred stock, authorized | 1,010 | 1,010 | 1,010 | 1,010 | 1,010 | ||||||
Preferred stock par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Preferred stock, conversion price (in dollars per share) | 0.0025 | ||||||||||
Revised conversion price (in dollars per share) | $ 2.50 | ||||||||||
Description of preferred stock voting rights | One vote per share. | ||||||||||
Stock conversion price (in dollars per share) | $ 2.50 | $ 2.50 | $ 2.50 | ||||||||
Share price pre-split (in dollars per share) | 0.01 | ||||||||||
Stock conversion price pre-split (in dollars per share) | $ 0.0025 | ||||||||||
Preferred stock, outstanding | 969 | 969 | 969 | 994 | |||||||
Beneficial conversion feature on preferred stock,dividend | $ 0 | $ 0 | $ 0 | $ 4,887 | |||||||
Series B Preferred Stock [Member] | Private Investor [Member] | |||||||||||
Share price (in dollars per share) | $ 1,629 | $ 1,629 | |||||||||
Number of shares exercised for conversion | 25 | 6 | |||||||||
Stock conversion amount | $ 40 | $ 10 | |||||||||
Number of shares issued upon conversion | 16,031 | 4,000 | |||||||||
Series B Preferred Stock [Member] | Subscription Agreement [Member] | Private Placement [Member] | Convertible Promissory Notes [Member] | |||||||||||
Number of shares issued upon conversion | 1,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Aug. 02, 2016 | Jul. 20, 2016 | Jun. 30, 2016 | Oct. 23, 2015 | May 27, 2015 | Jun. 28, 2015 | Mar. 29, 2015 | Mar. 26, 2015 |
Series B Preferred Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Share price (in dollars per share) | $ 10 | $ 10 | $ 1,629 | |||||
Investors [Member] | Series B Preferred Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Share price (in dollars per share) | $ 1,629 | $ 1,629 | ||||||
Number of shares exercised for conversion | 25 | 6 | ||||||
Stock conversion amount | $ 40 | $ 10 | ||||||
Number of shares issued upon conversion | 16,031 | 4,000 | ||||||
Subsequent Event [Member] | Underwritten Offering [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Proceeds from the sale of common stock | $ 5,000 | |||||||
Additional proceeds for overallotment exercised | $ 750 | |||||||
Subsequent Event [Member] | Investors [Member] | Series B Preferred Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Share price (in dollars per share) | $ 1,629 | |||||||
Number of shares exercised for conversion | 167.7 | |||||||
Stock conversion amount | $ 273,226 | |||||||
Number of shares issued upon conversion | 109,291 | |||||||
Subsequent Event [Member] | Defense Logistics Agency [Member] | Indefinite Delivery, Indefinite Quantity Contract [Member] | Laser Protected Periscopes [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Contract terms | 5 years | |||||||
Value of potential order | $ 6,000 |