Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Apr. 01, 2018 | May 15, 2018 | |
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 | Apr. 1, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
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 | 8,646,003 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Apr. 01, 2018 | Oct. 01, 2017 |
ASSETS | ||
Cash and Cash Equivalents | $ 1,831 | $ 1,682 |
Accounts Receivable, Net | 1,401 | 3,125 |
Net Inventory | 7,937 | 7,614 |
Prepaid Expenses | 137 | 63 |
Current Assets | 11,306 | 12,484 |
Property and Equipment, Net | 1,316 | 1,460 |
Other Assets | ||
Prepaid Royalties - Long Term | 45 | 60 |
Security Deposits | 23 | 23 |
Other Assets | 68 | 83 |
Total Assets | 12,690 | 14,027 |
Current Liabilities | ||
Accounts Payable | 812 | 1,362 |
Dividends Payable | 262 | 261 |
Federal Income Taxes Payable | 7 | |
Accrued Expenses | 899 | 1,450 |
Accrued Warranties | 122 | 174 |
Customer Advance Deposits | 677 | 927 |
Credit Facility | 300 | 300 |
Current Liabilities | 3,079 | 4,474 |
Warrant Liability | 1,601 | 3,607 |
Total Liabilities | 4,680 | 8,081 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Common Stock - ($0.001 par, 2,000,000,000 authorized, 8,646,003 and 8,190,101 shares issued and outstanding, respectively) | 9 | 8 |
Additional Paid-in-capital | 26,461 | 26,411 |
Accumulated Deficit | (18,460) | (20,473) |
Stockholders' Equity | 8,010 | 5,946 |
Total Liabilities and Stockholders' Equity | 12,690 | 14,027 |
Series C Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred Stock Series C ($0.001 par 400 authorized, 78 and 174 issued and outstanding, respectively) |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Apr. 01, 2018 | Oct. 01, 2017 |
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 | 8,646,003 | 8,190,101 |
Common stock, outstanding | 8,646,003 | 8,190,101 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 400 | 400 |
Preferred stock, issued | 78 | 174 |
Preferred stock, outstanding | 78 | 174 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Apr. 01, 2018 | Apr. 02, 2017 | Apr. 01, 2018 | Apr. 02, 2017 | |
Income Statement [Abstract] | ||||
Revenue | $ 4,550 | $ 4,040 | $ 9,327 | $ 7,552 |
Cost of Sales | 3,557 | 3,271 | 7,218 | 6,011 |
Gross Margin | 993 | 769 | 2,109 | 1,541 |
General and Administrative Expense | 786 | 840 | 1,559 | 1,684 |
Operating Income (Loss) | 207 | (71) | 550 | (143) |
Gain (Loss) on Change in Fair Value of Warrants | 2,350 | (72) | 2,006 | 358 |
Interest Expense | (9) | (6) | (12) | (10) |
Other (Expense) Income | 2,341 | (78) | 1,994 | 348 |
Income (Loss) Before Taxes | 2,548 | (149) | 2,544 | 205 |
Current Income Tax (Benefit) Expense | (83) | 8 | ||
Net income (loss) applicable to common shareholders | $ 2,631 | $ (149) | $ 2,536 | $ 205 |
Basic income (loss) per share (in dollars per share) | $ 0.31 | $ (0.02) | $ 0.30 | $ 0.03 |
Weighted Average Common Shares Outstanding - basic (in shares) | 8,417,438 | 8,188,591 | 8,482,273 | 8,181,950 |
Diluted income (loss) per share (in dollars per share) | $ 0.30 | $ (0.02) | $ 0.29 | $ 0.02 |
Weighted Average Common Shares Outstanding - Diluted (in shares) | 8,744,759 | 8,188,591 | 8,815,922 | 9,606,950 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Apr. 01, 2018 | Apr. 02, 2017 | |
Cash flows from operating activities: | ||
Net income | $ 2,536 | $ 205 |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 161 | 168 |
Gain on change in fair value of warrants | (2,006) | (358) |
Noncash interest expense | 2 | 1 |
Stock compensation expense | 81 | 129 |
Accounts receivable | 1,724 | 161 |
Inventory | (323) | (960) |
Prepaid expenses | (74) | 58 |
Accounts payable and accrued expenses | (1,102) | (233) |
Federal income taxes payable | 7 | |
Accrued warranty costs | (53) | |
Prepaid royalties - long term | 15 | 15 |
Customer advance deposits | (250) | 18 |
Total adjustments | (1,818) | (1,001) |
Net cash provided by (used in) operating activities | 718 | (796) |
Cash flows used in investing activities | ||
Purchases of property and equipment | (17) | (130) |
Net cash used in investing activities | (17) | (130) |
Cash flows used in financing activities | ||
Dividends paid | (522) | |
Cash paid for taxes withheld on net settled restricted stock unit share issue | (30) | (15) |
Net cash used in financing activities | (552) | (15) |
Net increase (decrease) in cash and cash equivalents | 149 | (941) |
Cash and cash equivalents at beginning of period | 1,682 | 2,568 |
Cash and cash equivalents at end of period | 1,831 | 1,627 |
Supplemental cash flow information: | ||
Exchange of common stock for non-trade accounts receivable | 155 | |
Exchange of preferred stock for common stock | 480 | 90 |
Dividends declared and unpaid | 262 | |
Cash paid for interest | $ 10 | $ 9 |
Organization and Operations
Organization and Operations | 6 Months Ended |
Apr. 01, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | Note 1 - Organization and Operations Optex Systems Holdings, Inc. (“The Company”) manufactures optical sighting systems and assemblies for the U.S. Department of Defense, foreign military applications and commercial markets. Its products are installed on a variety of U.S. military land vehicles, such as the Abrams and Bradley fighting vehicles, light armored and advanced security vehicles, and have been selected for installation on the Stryker family of vehicles. Optex Systems Holdings also manufactures and delivers numerous periscope configurations, rifle and surveillance sights and night vision optical assemblies. Optex Systems Holdings’ products consist primarily of build to customer print products that are delivered both directly to the military and to other defense prime contractors or commercial customers. The Company’s consolidated revenues are derived from the U.S. government, 34%, one major U.S defense contractor, 24%, one commercial customer, 29%, and all other customers, 13%. Approximately 87% of the total company revenue is generated from domestic customers and 13% is derived from Canada. Optex Systems Holdings’ operations are based in Dallas and Richardson, Texas in leased facilities comprising 93,967 square feet. As of April 1, 2018, Optex Systems Holdings operated with 89 full-time equivalent employees. |
Accounting Policies
Accounting Policies | 6 Months Ended |
Apr. 01, 2018 | |
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 Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in conjunction with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and the notes thereto included in the Optex Systems Holdings’ Form 10-K for the year ended October 1, 2017 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) April 1, 2018 October 1, 2017 Raw Material $ 4,735 $ 5,931 Work in Process 4,048 2,859 Finished Goods 771 441 Gross Inventory $ 9,554 $ 9,231 Less: Inventory Reserves (1,617 ) (1,617 ) Net Inventory $ 7,937 $ 7,614 Warranty Costs: Fair Value of Financial Instruments: The carrying value of the balance sheet cash and cash equivalents, accounts and notes receivable, accounts payable, accrued liabilities, and notes payable, are carried at, or approximate, fair value as of the reporting date because of their short-term nature. Fair values for the Company’s warrant liabilities and derivatives are estimated by utilizing valuation models that consider current and expected stock prices, volatility, dividends, market interest rates, forward yield curves and discount rates. Such amounts and the recognition of such amounts are subject to significant estimates that may change in the future. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value and requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions. The accounting guidance establishes a hierarchy which requires an entity to maximize the use of quoted market prices and minimize the use of unobservable inputs. An asset or liability’s level is based on the lowest level of input that is significant to the fair value measurement. Fair value estimates are reviewed at the origination date and again at each applicable measurement date and interim or annual financial reporting dates, as applicable for the financial instrument, and are based upon certain market assumptions and pertinent information available to management at those times. Each of the measurements is considered a Level 2 or Level 3 measurement based on the availability of market data and inputs and the significance of any unobservable inputs as of the measurement date. The methods and significant inputs and assumptions utilized in estimating the fair value of the warrant liabilities, as well as the respective hierarchy designations are discussed further in Note 6 “Warrant Liabilities”. Income Tax/Deferred Tax: Earnings per Share: The Company has potentially dilutive securities outstanding which include convertible preferred stock, unvested restricted stock units, stock options and warrants. In computing the dilutive effect of convertible preferred stock, the numerator is adjusted to add back any convertible preferred dividends and the denominator is increased to assume the conversion of the number of additional common shares. The Company uses the Treasury Stock Method to compute the dilutive effect of any dilutive shares. Convertible preferred stock, unvested restricted stock units, stock options and warrants that are anti-dilutive are excluded from the calculation of diluted earnings per common share. For the three and six months ended April 1, 2018, 78 preferred Series C shares (which converts to 325,000 common shares), and 33,000 unvested restricted stock units were included in the diluted earnings per share calculation and 66,000 unvested restricted stock units, 60,000 stock options and 4,125,200 warrants were excluded from the earnings per share calculation as they were antidilutive. For the three and six months ended April 2, 2017, zero and 342 preferred Series C shares (which converts to 1,425,000 common shares) were included in the diluted earnings per share calculation, respectively, and 132,000 unvested restricted stock units, 56,280 stock options and 4,125,200 warrants were excluded from the earnings per share calculation as they were antidilutive. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Apr. 01, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 3 - Segment Reporting The Company’s 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 at the time of the acquisition was retained. The Applied Optics Center segment also serves as the key supplier of laser coated filters used in the production of periscope assemblies for the Optex Systems-Richardson (“Optex Systems”) segment. Intersegment sales and transfers are accounted for at annually agreed to pricing rates based on estimated segment product cost, which includes segment direct manufacturing and general and administrative costs, but exclude profits that would apply to third party external customers. Optex Systems (OPX) – Richardson, Texas Optex Systems revenues are primarily in support of prime and subcontracted military customers. Approximately 76% of the Optex Systems segment revenue is comprised of domestic military customers, 23% is comprised of foreign military customers and 1% is attributable to commercial customers. The Optex Systems segment revenue from the U.S. government and one other major U.S. defense contractor represent approximately 24% and 23% of the Company’s consolidated revenue, respectively. Optex Systems is located in Richardson Texas, with leased premises consisting of approximately 49,100 square feet. As of April 1, 2018, the Richardson facility operated with 51 full time equivalent employees in a single shift operation. Optex Systems, Richardson serves as the home office for both the Optex Systems and Applied Optics Center segments. Applied Optics Center (AOC) – Dallas, Texas The Applied Optics Center serves primarily domestic U.S. customers. Sales to commercial customers represent 65% and military sales to prime and subcontracted customers represent 35% of the total segment revenue. Approximately 84% of the AOC revenue is derived from external customers and approximately 16% is related to intersegment sales to Optex Systems in support of military contracts. The AOC segment revenue from the U.S. government and one major commercial customer represents approximately 10% and 29% of the Company’s consolidated revenue, respectively. The Applied Optics Center is located in Dallas, Texas with leased premises consisting of approximately 44,867 square feet of space. As of April 1, 2018, AOC operated with 38 full time equivalent employees in a single shift operation. The financial table below presents the information for each of the reportable segments profit or loss as well as segment assets for each year. The Company does not allocate interest expense, income taxes or unusual items to segments. Reportable Segment Financial Information Three months ended April 1, 2018 Optex Systems Applied Optics Other Consolidated Revenues from external customers $ 2,322 $ 2,228 $ - $ 4,550 Intersegment revenues - 457 (457 ) - Total Revenue $ 2,322 $ 2,685 $ (457 ) $ 4,550 Interest expense $ - $ - $ 9 $ 9 Depreciation and Amortization $ 8 $ 71 $ - $ 79 Income before taxes $ 16 $ 228 $ 2,304 $ 2,548 Other significant noncash items: Allocated home office expense $ (161 ) $ 161 $ - $ - Gain on change in fair value of warrants $ - $ - $ (2,350 ) $ (2,350 ) Stock compensation expense $ - $ - $ 37 $ 37 Royalty expense amortization $ 8 $ - $ - $ 8 Segment Assets $ 8,703 $ 3,987 $ - $ 12,690 Expenditures for segment assets $ 17 $ - $ - $ 17 Reportable Segment Financial Information Three months ended April 2, 2017 Optex Systems Applied Optics Other Consolidated Revenues from external customers $ 2,404 $ 1,636 $ - $ 4,040 Intersegment revenues - 431 (431 ) - Total Revenue $ 2,404 $ 2,067 $ (431 ) $ 4,040 Interest expense $ - $ - $ 6 $ 6 Depreciation and Amortization $ 15 $ 70 $ - $ 85 Income (Loss) before taxes(1) $ 63 $ (69 ) $ (143 ) $ (149 ) Other significant noncash items: Allocated home office expense $ (169 ) $ 169 $ - $ - Loss on Change in Fair Value of Warrants $ - $ - $ 72 $ 72 Stock option compensation expense(1) $ - $ - $ 65 $ 65 Royalty expense amortization $ 8 $ - $ - $ 8 Segment Assets $ 8,308 $ 4,046 $ - $ 12,354 Expenditures for segment assets $ - $ - $ - $ - (1) General and administrative expenses for the three months ending April 2, 2017 of $65 thousand associated with the amortized stock compensation on executive/director restricted stock units has been restated from Optex Richardson to Other (non allocated costs). Operating income (loss) for Optex Richardson and Other (non allocated costs) has been restated to reflect the change. Reportable Segment Financial Information Six months ending April 1, 2018 Optex Systems Applied Optics Other Consolidated Revenues from external customers $ 4,988 $ 4,339 $ - $ 9,327 Intersegment revenues - 829 (829 ) - Total Revenue $ 4,988 $ 5,168 $ (829 ) $ 9,327 Interest expense $ - $ - $ 12 $ 12 Depreciation and Amortization $ 19 $ 142 $ - $ 161 Income before taxes $ 154 $ 477 $ 1,913 $ 2,544 Other significant noncash items: Allocated home office expense $ (317 ) $ 317 $ - $ - Gain on change in fair value of warrants $ - $ - $ (2,006 ) $ (2,006 ) Stock compensation expense $ - $ - $ 81 $ 81 Royalty expense amortization $ 15 $ - $ - $ 15 Segment Assets $ 8,703 $ 3,987 $ - $ 12,690 Expenditures for segment assets $ 17 $ - $ - $ 17 Reportable Segment Financial Information Six months ending April 2, 2017 Optex Systems Applied Optics Other Consolidated Revenues from external customers $ 4,442 $ 3,110 $ - $ 7,552 Intersegment revenues - 893 (893 ) - Total Revenue $ 4,442 $ 4,003 $ (893 ) $ 7,552 Interest expense $ - $ - $ 10 $ 10 Depreciation and Amortization $ 30 $ 138 $ - $ 168 Income (Loss) before taxes(1) $ 86 $ (100 ) $ 219 $ 205 Other significant noncash items: Allocated home office expense $ (335 ) $ 335 $ - $ - Gain on change in fair value of warrants $ - $ - $ (358 ) $ (358 ) Stock option compensation expense(1) $ - $ - $ 129 $ 129 Royalty expense amortization $ 15 $ - $ - $ 15 Segment Assets $ 8,308 $ 4,046 $ - $ 12,354 Expenditures for segment assets $ 4 $ 126 $ - $ 130 (1) General and administrative expenses for the three months ending April 2, 2017 of $129 thousand associated with the amortized stock compensation on executive/director restricted stock units has been restated from Optex Richardson to Other (non allocated costs). Operating income (loss) for Optex Richardson and Other (non allocated costs) has been restated to reflect the change. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Apr. 01, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 4 - Commitments and Contingencies Rental Payments under Non-cancellable Operating Leases As of April 1, 2018, 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 Richardson Applied Optics Center Fiscal Year Lease CAM Lease CAM Total 2018 $ 138 $ 54 120 $ 30 $ 342 2019 281 110 248 61 700 2020 291 112 255 62 720 2021 147 57 262 63 529 2022 — — 22 5 27 Total minimum lease payments $ 857 $ 333 $ 907 $ 221 $ 2,318 Total facilities rental and CAM expense for both facility lease agreements as of the three and six months ended April 1, 2018 was $174 and $341 thousand. Total expense under facility lease agreements as of the three and six months ended April 2, 2017 was $161 thousand and $327 thousand. As of April 1, 2018, the unamortized deferred rent was $119 thousand as compared to $123 thousand as of October 1, 2017. Deferred rent expense is amortized monthly over the life of the lease. |
Debt Financing
Debt Financing | 6 Months Ended |
Apr. 01, 2018 | |
Debt Disclosure [Abstract] | |
Debt Financing | Note 5 - Debt Financing Credit Facility — Avidbank As of April 1, 2018 and October 1, 2017, the outstanding principal balance on the line of credit was $300 thousand. For the three months and six months ended April 1, 2018 and April 2, 2017, the total interest expense against the outstanding line of credit balance was $9 and $12 thousand and $6 and $10 thousand. The Company amended its revolving credit facility with Avidbank pursuant to a Seventh Amendment to Amended and Restated Loan Agreement, dated as of April 5, 2018. The substantive amendments are as follows: ● The new revolving maturity date is April 21, 2020. ● On April 21, 2018 and each anniversary thereof for so long as the Revolving Facility is in effect, the Company shall pay a facility fee equal to one half of one percent (0.5%) of the Revolving Line. ● The Company can maintain accounts at third party banks so long as the total in those other bank accounts does not exceed 20% of the total on deposit at Avidbank, and it shall remit to Avidbank monthly statements for all of those accounts within 30 days of the end of each month. |
Warrant Liabilities
Warrant Liabilities | 6 Months Ended |
Apr. 01, 2018 | |
Warrant Liabilities | |
Warrant Liabilities | Note 6-Warrant Liabilities On August 26, 2016, Optex Systems Holdings, Inc. issued 4,125,200 warrants to new shareholders and the underwriter, in connection with a public share offering. The warrants entitle the holder to purchase one share of our common stock at an exercise price equal to $1.50 per share at any time on or after August 26, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on August 26, 2021 (the “Termination Date”). The Company determined that these warrants are free standing financial instruments that are legally detachable and separately exercisable from the common stock included in the public share offering. Management also determined that the warrants are puttable for cash upon a fundamental transaction at the option of the holder and as such required classification as a liability pursuant to ASC 480 “Distinguishing Liabilities from Equity” As of April 1, 2018, the company reviewed the valuation technique and inputs used to determine the fair value of the outstanding warrants. For each of the prior period measurement dates, the company engaged an outside valuation company to calculate the fair value of warrants based on both the binomial lattice model (“Binomial”) and the Black Scholes-Merton option pricing model (“BSM”). For each of the periods previously presented, the Company disclosed the valuation technique as binomial, although the two models yielded comparable results with minimal or no variation in the fair value calculation of the warrants at each of the respective measurement dates. As the BSM model yielded similar results with the Binomial model and can be completed with in-house expertise at a lower cost, the company has determined the BSM model will be used exclusively to value the outstanding warrants as of April 1, 2018 and future measurement dates throughout the term of the warrants. Further, the company reviewed the model volatility rate input by comparing the historical 3.4 years volatility of the traded common stock (OPXS) against similarly traded equities over the same time period, the historical volatility of the Optex common stock subsequent to the August 26, 2016 public offering, and the implied volatility based on the Optex warrant shares traded on the over-the-counter market (“OTC”) under ticker OPXXW as of April 1, 2018. A summary table of the comparison is below. Evaluated Model Input Criteria Volatility Lowest Highest Optex common shares (OPXS) 3.4 year history from 11/7/2014 162.4 % Optex common shares (OPXS) trading history from 8/29/16 (1.6 years) 66.3 % Optex warrants (OPXXW) implied volatility based on 3/29/18 closing price (1) 65.1 % Similarly traded equities, 3.4 year history from 11/7/2014 (2) 92.5 % 53.6 % 121.9 % (1) Implied volatility rate for OPXXW assuming Interest rate for U.S. Treasury Bonds of 2.39%, term of 3.4 years and OTC market closing price of $0.38 per warrant on 3/29/18. (2) The average 3.4 year historical volatility across the 5 similarly traded companies is 92.5%, the lowest volatility and the highest volatility is for a single company within the range of 5 similar traded companies. Based on the review, the Company believes the historical 3.4 year (period based on the remaining term of the warrants) volatility rate on the common shares, which includes significantly lower volume trading data that precedes the public offering, is not representative of the expected volatility over the remaining life of the warrants. Recent trend information indicates the increase in common share float subsequent to the public offering combined with the concurrent preferred share conversions have significantly increased the frequency of trades and the average daily volume levels from 6,392 daily shares to 25,245 daily shares, thereby minimizing the volatility fluctuations which had previously existed on the common shares prior to the capitalization change. In addition, the implied volatility on the warrants based on the available OTC market data indicate that current market participants have assumed a future volatility comparable to the more recent experience rate. Accordingly, the current period BSM model fair value measurement assumes the adjusted 1.6 year historical volatility input rate of 66.3%, which is comparable to the implied volatility rate of 65.1% derived from the OTC market data as of the measurement date. The fair value of the warrant liabilities presented below were measured using either a Binomial (through October 1, 2017) or BSM (effective as of April 1, 2018) valuation model. Significant inputs into the respective model at the inception and reporting period measurement dates are as follows: Binomial Assumptions Issuance (1) (4) Period ending (4) Period ending (4) Period (5) Exercise Price (1) $ 1.5 $ 1.5 $ 1.5 $ 1.5 Warrant Expiration Date (1) 8/26/2021 8/26/2021 8/26/2021 8/26/2021 Stock Price (2) $ 0.95 $ 0.77 $ 0.98 $ 1.02 Interest Rate (annual) (3) 1.23 % 1.14 % 1.62 % 2.39 % Volatility (annual) (4)(5) 246.44 % 242.17 % 179.36 % 66.25 % Time to Maturity (Years) 5 4.9 3.9 3.4 Calculated fair value per share $ 0.93 $ 0.76 $ 0.87 $ 0.38 ( 1) Based on the terms provided in the warrant agreement to purchase common stock of Optex Systems Holdings, Inc. dated August 26, 2016. (2) Based on the trading value of common stock of Optex Systems Holdings, Inc. as of August 26, 2016 and each presented period ending date. (3) Interest rate for U.S. Treasury Bonds, as of August 26, 2016 and each presented period ending date, as published by the U.S. Federal Reserve. (4) Based on the historical daily volatility of Optex Systems Holdings, Inc. for the term of the warrants as of August 26, 2016 and each presented period ending date through January 1, 2017. The original fair value calculations were derived using the Binomial model, however, the yielded results were consistent with fair market valuation using the Black Scholes Merton Option Pricing model for each of the respective periods. (5) Based on the historical daily volatility of Optex Systems Holdings, Inc. from the consummation of the public raise on August 26, 2016 through the current presented measurement date. The company determined that the historical volatility prior to the August 26, 2016 public offering was not representative of the current market expectations due to the significant change in company capital structure and increase in public float shares (liquidity) arising from the common stock issued during the public offering and concurrent conversions of outstanding preferred shares into common stock. The fair value calculation was derived using the Black Scholes Merton Option Pricing model. The warrants outstanding and fair values at each of the respective valuation dates are summarized below: Warrant Liability Warrants Fair Value Fair Value (000’s) Fair Value at initial measurement date of 8/26/2016 4,125,200 $ 0.93 $ 3,857 (Gain) on Change in Fair Value of Warrant Liability (739 ) Fair Value as of period ending 10/2/2016 4,125,200 $ 0.76 $ 3,118 Loss on Change in Fair Value of Warrant Liability 489 Fair Value as of period ending 10/01/2017 4,125,200 $ 0.87 $ 3,607 (Gain) on Change in Fair Value of Warrant Liability (2,006 ) Fair Value as of period ending 04/01/2018 4,125,200 $ 0.38 $ 1,601 In accordance with the guidance in ASC 820-10-35-25 through ASC 820-10-35-26 regarding changes in valuation techniques, we have treated the change in technique from the Binomial to the BSM model and the adjustment in the stock volatility input, as a change in accounting estimate. The Company believes the resulting fair value measurement of the warrant liability is more representative of the current market fair value due to the significant change in capital structure arising from the public offering. In addition, the resulting fair valuation measurement has a strong correlation to the most recent closing price and implied market volatility and is within the range of the bid-ask spread of the warrants on the OTC market as of the April 1, 2018 measurement date. The Company has presented the fair value measurement as a Level 3 measurement, relying on unobservable inputs reflecting the reporting entity’s own assumptions. The company determined the OTC market for the warrants is not an actively traded market given the infrequency of trading days, small lot trades and often significant spreads between bid and ask prices of the warrants, and is unreliable as a Level 1 or Level 2 valuation on an ongoing basis. Level 3 measurements, which are not based on quoted prices in active markets, introduce a higher degree of subjectivity and may be more sensitive to fluctuations in stock prices, volatility rates and U.S. Treasury Bond rates and could have a material impact on future fair value measurements. The Company anticipates using the BSM model, based on the adjusted historical volatility rates subsequent to the change in capital structure, for fair value measurements from April 1, 2018 through expiration of the warrants. Management has determined the BSM model, to be the most reliable and least volatile determinate of the current fair value of the warrants. It is the Company expectation to maximize on all observable market inputs for the warrants and calibrate the BSM model to incorporate relevant observable market data into the fair value measurement at each future measurement date, if applicable. During the six months ending April 1, 2018, none of the warrants have been exercised. During the three and six months ending April 1, 2018, the company recognized a ($2.35) million and a ($2.0) million gain on the change in fair value of warrants, respectively. During the three and six months ending April 2, 2017, the Company recognized a $72 thousand loss and a ($358) gain on change in the fair value of warrants. |
Stock Based Compensation
Stock Based Compensation | 6 Months Ended |
Apr. 01, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Based Compensation | Note 7-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 the Company’s officers, directors, employees and to independent contractors who provide services to Optex Systems Holdings as either incentive or non-statutory stock options determined at the time of grant. As of April 1, 2018, there were 60,000 fully vested stock options outstanding at an exercise price of $10 per share. During the six months ended April 1, 2018 3,750 stock options vested and 10 stock options forfeited. Restricted Stock Units issued to Officers and Employees The following table summarizes the status of Optex Systems Holdings’ aggregate non-vested restricted stock units granted under the Company’s 2016 Restricted Stock Unit Plan: Outstanding Unvested as of October 2, 2016 200,000 Granted - year ended 2017 50,000 Vested - year ended 2017 (68,000 ) Unvested as of October 1, 2017 182,000 Granted – six months ended April 1, 2018 — Vested - three months ended April 1, 2018 (83,000 ) Unvested as of April 1, 2018 99,000 During the six months ended April 1, 2018, there were 83,000 shares vested in relation to restricted stock units issued to Danny Schoening, Karen Hawkins, and Bill Bates, and there were 55,902 common shares issued in settlement of the vested shares, net of 27,098 shares representing $30 thousand of tax obligations withheld. During the six months ended April 2, 2017, there were 68,000 shares vested in relation to restricted stock units issued to Danny Schoening and Karen Hawkins and there were 45,799 common shares issued in settlement of the vested shares, net of 22,201 shares representing $15 thousand of tax obligations withheld. There were no new grants of restricted stock units during the six months ended April 1, 2018 and 50,000 restricted stock units granted to Bill Bates in the twelve months ending October 1, 2017. 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 Six months ended As of period ending April 1, 2018 April 2, 2017 April 1, 2018 April 2, 2017 April 1, 2018 October 1, 2017 Stock Options $ - $ 10 $ 8 $ 20 $ - $ 8 Restricted Stock Units 37 31 73 62 121 194 Consultant Shares (IRTH) - 24 - 47 - - Total Stock Compensation $ 37 $ 65 $ 81 $ 129 $ 121 $ 202 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Apr. 01, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 8 Stockholders’ Equity Dividends On June 26, 2017, the board of directors approved a resolution authorizing a $0.02 per share (and per warrant) dividend payment on July 12, 2017, for common and preferred series C shareholders and warrant holders of record as of July 5, 2017 and for three subsequent quarterly record dates thereafter. Quarterly dividends of $261 thousand were paid out to share and warrant holders on July 12, 2017. Optex Systems Holdings recorded an additional $261 thousand in dividends payable as of October 1, 2017 for declared dividends paid on October 19, 2017. During the six months ending April 1, 2018, Optex Systems Holdings recorded $522 in declared dividends for dividends paid to share and warrant holders of record as of January 12, 2018 and April 12, 2018. As of period ending April 1, 2018 there was $262 thousand in dividends payable, which was paid on April 19, 2018. There are no additional dividend payments declared or anticipated dividend declarations for the remainder of the fiscal year. Common stock As of October 2, 2016, Optex Systems Holdings had 8,266,601 common shares outstanding. As of October 1, 2017, the outstanding common shares were 8,190,101. During the six months ending April 1, 2018, Optex Systems Holdings issued 400,000 common shares due to conversions of Series C preferred stock and 55,902 common shares related to the vesting of restricted stock units. There were no other issuances of common or preferred stock during the six months ended April 1, 2018. As of April 1, 2018, the outstanding common shares were 8,646,003. Series C Preferred Stock As of October 1, 2017 there were 174 preferred Series C shares outstanding. During the six months ending April 1, 2018, there were no new issues of preferred Series C shares, and conversions of 96 preferred Series C shares, or $0.5 million, into 400,000 common shares. As of April 1, 2018 there were 78 preferred Series C shares outstanding, convertible into 325,000 common shares. During the six months ending April 1, 2017 there were no new issues of preferred Series C shares, and conversions of 18 preferred Series C shares, or $0.1 million, into 75,000 common shares. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Apr. 01, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 Subsequent Events The Company amended its revolving credit facility with Avidbank pursuant to a Seventh Amendment to the Amended and Restated Loan Agreement, dated as of April 5, 2018. The substantive amendments are as follows: ● The new revolving maturity date is April 21, 2020: ● On April 21, 2018 and each anniversary thereof for so long as the Revolving Facility is in effect, the Company shall pay a facility fee equal to one half of one percent (0.5%) of the Revolving Line. ● The Company can maintain accounts at third party banks so long as the total in those other bank accounts does not exceed 20% of the total on deposit at Avidbank, and it shall remit to Avidbank monthly statements for all of those accounts within 30 days of the end of each month. |
Accounting Policies (Policies)
Accounting Policies (Policies) | 6 Months Ended |
Apr. 01, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | 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 Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in conjunction with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and the notes thereto included in the Optex Systems Holdings’ Form 10-K for the year ended October 1, 2017 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) April 1, 2018 October 1, 2017 Raw Material $ 4,735 $ 5,931 Work in Process 4,048 2,859 Finished Goods 771 441 Gross Inventory $ 9,554 $ 9,231 Less: Inventory Reserves (1,617 ) (1,617 ) Net Inventory $ 7,937 $ 7,614 |
Warranty Costs | Warranty Costs: |
Fair Value of Financial Instruments | Fair Value of Financial Instruments: The carrying value of the balance sheet cash and cash equivalents, accounts and notes receivable, accounts payable, accrued liabilities, and notes payable, are carried at, or approximate, fair value as of the reporting date because of their short-term nature. Fair values for the Company’s warrant liabilities and derivatives are estimated by utilizing valuation models that consider current and expected stock prices, volatility, dividends, market interest rates, forward yield curves and discount rates. Such amounts and the recognition of such amounts are subject to significant estimates that may change in the future. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value and requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions. The accounting guidance establishes a hierarchy which requires an entity to maximize the use of quoted market prices and minimize the use of unobservable inputs. An asset or liability’s level is based on the lowest level of input that is significant to the fair value measurement. Fair value estimates are reviewed at the origination date and again at each applicable measurement date and interim or annual financial reporting dates, as applicable for the financial instrument, and are based upon certain market assumptions and pertinent information available to management at those times. Each of the measurements is considered a Level 2 or Level 3 measurement based on the availability of market data and inputs and the significance of any unobservable inputs as of the measurement date. The methods and significant inputs and assumptions utilized in estimating the fair value of the warrant liabilities, as well as the respective hierarchy designations are discussed further in Note 6 “Warrant Liabilities”. |
Income Tax/Deferred Tax | Income Tax/Deferred Tax: |
Earnings per Share | Earnings per Share: The Company has potentially dilutive securities outstanding which include convertible preferred stock, unvested restricted stock units, stock options and warrants. In computing the dilutive effect of convertible preferred stock, the numerator is adjusted to add back any convertible preferred dividends and the denominator is increased to assume the conversion of the number of additional common shares. The Company uses the Treasury Stock Method to compute the dilutive effect of any dilutive shares. Convertible preferred stock, unvested restricted stock units, stock options and warrants that are anti-dilutive are excluded from the calculation of diluted earnings per common share. For the three and six months ended April 1, 2018, 78 preferred Series C shares (which converts to 325,000 common shares), and 33,000 unvested restricted stock units were included in the diluted earnings per share calculation and 66,000 unvested restricted stock units, 60,000 stock options and 4,125,200 warrants were excluded from the earnings per share calculation as they were antidilutive. For the three and six months ended April 2, 2017, zero and 342 preferred Series C shares (which converts to 1,425,000 common shares) were included in the diluted earnings per share calculation, respectively, and 132,000 unvested restricted stock units, 56,280 stock options and 4,125,200 warrants were excluded from the earnings per share calculation as they were antidilutive. |
Accounting Policies (Tables)
Accounting Policies (Tables) | 6 Months Ended |
Apr. 01, 2018 | |
Accounting Policies [Abstract] | |
Schedule of inventory | As of April 1, 2018 and October 1, 2017, inventory included: (Thousands) April 1, 2018 October 1, 2017 Raw Material $ 4,735 $ 5,931 Work in Process 4,048 2,859 Finished Goods 771 441 Gross Inventory $ 9,554 $ 9,231 Less: Inventory Reserves (1,617 ) (1,617 ) Net Inventory $ 7,937 $ 7,614 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Apr. 01, 2018 | |
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 table below presents the information for each of the reportable segments profit or loss as well as segment assets for each year. The Company does not allocate interest expense, income taxes or unusual items to segments. Reportable Segment Financial Information Three months ended April 1, 2018 Optex Systems Applied Optics Other Consolidated Revenues from external customers $ 2,322 $ 2,228 $ - $ 4,550 Intersegment revenues - 457 (457 ) - Total Revenue $ 2,322 $ 2,685 $ (457 ) $ 4,550 Interest expense $ - $ - $ 9 $ 9 Depreciation and Amortization $ 8 $ 71 $ - $ 79 Income before taxes $ 16 $ 228 $ 2,304 $ 2,548 Other significant noncash items: Allocated home office expense $ (161 ) $ 161 $ - $ - Gain on change in fair value of warrants $ - $ - $ (2,350 ) $ (2,350 ) Stock compensation expense $ - $ - $ 37 $ 37 Royalty expense amortization $ 8 $ - $ - $ 8 Segment Assets $ 8,703 $ 3,987 $ - $ 12,690 Expenditures for segment assets $ 17 $ - $ - $ 17 Reportable Segment Financial Information Three months ended April 2, 2017 Optex Systems Applied Optics Other Consolidated Revenues from external customers $ 2,404 $ 1,636 $ - $ 4,040 Intersegment revenues - 431 (431 ) - Total Revenue $ 2,404 $ 2,067 $ (431 ) $ 4,040 Interest expense $ - $ - $ 6 $ 6 Depreciation and Amortization $ 15 $ 70 $ - $ 85 Income (Loss) before taxes(1) $ 63 $ (69 ) $ (143 ) $ (149 ) Other significant noncash items: Allocated home office expense $ (169 ) $ 169 $ - $ - Loss on Change in Fair Value of Warrants $ - $ - $ 72 $ 72 Stock option compensation expense(1) $ - $ - $ 65 $ 65 Royalty expense amortization $ 8 $ - $ - $ 8 Segment Assets $ 8,308 $ 4,046 $ - $ 12,354 Expenditures for segment assets $ - $ - $ - $ - (1) General and administrative expenses for the three months ending April 2, 2017 of $65 thousand associated with the amortized stock compensation on executive/director restricted stock units has been restated from Optex Richardson to Other (non allocated costs). Operating income (loss) for Optex Richardson and Other (non allocated costs) has been restated to reflect the change. Reportable Segment Financial Information Six months ending April 1, 2018 Optex Systems Applied Optics Other Consolidated Revenues from external customers $ 4,988 $ 4,339 $ - $ 9,327 Intersegment revenues - 829 (829 ) - Total Revenue $ 4,988 $ 5,168 $ (829 ) $ 9,327 Interest expense $ - $ - $ 12 $ 12 Depreciation and Amortization $ 19 $ 142 $ - $ 161 Income before taxes $ 154 $ 477 $ 1,913 $ 2,544 Other significant noncash items: Allocated home office expense $ (317 ) $ 317 $ - $ - Gain on change in fair value of warrants $ - $ - $ (2,006 ) $ (2,006 ) Stock compensation expense $ - $ - $ 81 $ 81 Royalty expense amortization $ 15 $ - $ - $ 15 Segment Assets $ 8,703 $ 3,987 $ - $ 12,690 Expenditures for segment assets $ 17 $ - $ - $ 17 Reportable Segment Financial Information Six months ending April 2, 2017 Optex Systems Applied Optics Other Consolidated Revenues from external customers $ 4,442 $ 3,110 $ - $ 7,552 Intersegment revenues - 893 (893 ) - Total Revenue $ 4,442 $ 4,003 $ (893 ) $ 7,552 Interest expense $ - $ - $ 10 $ 10 Depreciation and Amortization $ 30 $ 138 $ - $ 168 Income (Loss) before taxes(1) $ 86 $ (100 ) $ 219 $ 205 Other significant noncash items: Allocated home office expense $ (335 ) $ 335 $ - $ - Gain on change in fair value of warrants $ - $ - $ (358 ) $ (358 ) Stock option compensation expense(1) $ - $ - $ 129 $ 129 Royalty expense amortization $ 15 $ - $ - $ 15 Segment Assets $ 8,308 $ 4,046 $ - $ 12,354 Expenditures for segment assets $ 4 $ 126 $ - $ 130 (1) General and administrative expenses for the three months ending April 2, 2017 of $129 thousand associated with the amortized stock compensation on executive/director restricted stock units has been restated from Optex Richardson to Other (non allocated costs). Operating income (loss) for Optex Richardson and Other (non allocated costs) has been restated to reflect the change. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Apr. 01, 2018 | |
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 April 1, 2018, 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 Richardson Applied Optics Center Fiscal Year Lease CAM Lease CAM Total 2018 $ 138 $ 54 120 $ 30 $ 342 2019 281 110 248 61 700 2020 291 112 255 62 720 2021 147 57 262 63 529 2022 — — 22 5 27 Total minimum lease payments $ 857 $ 333 $ 907 $ 221 $ 2,318 |
Warrant Liabilities (Tables)
Warrant Liabilities (Tables) | 6 Months Ended |
Apr. 01, 2018 | |
Warrant Liabilities | |
Schedule of evaluated model input criteria | A summary table of the comparison is below. Evaluated Model Input Criteria Volatility Lowest Highest Optex common shares (OPXS) 3.4 year history from 11/7/2014 162.4 % Optex common shares (OPXS) trading history from 8/29/16 (1.6 years) 66.3 % Optex warrants (OPXXW) implied volatility based on 3/29/18 closing price (1) 65.1 % Similarly traded equities, 3.4 year history from 11/7/2014 (2) 92.5 % 53.6 % 121.9 % (1) Implied volatility rate for OPXXW assuming Interest rate for U.S. Treasury Bonds of 2.39%, term of 3.4 years and OTC market closing price of $0.38 per warrant on 3/29/18. (2) The average 3.4 year historical volatility across the 5 similarly traded companies is 92.5%, the lowest volatility and the highest volatility is for a single company within the range of 5 similar traded companies. |
Schedule of fair value of the warrant liabilities | The fair value of the warrant liabilities presented below were measured using either a Binomial (through October 1, 2017) or BSM (effective as of April 1, 2018) valuation model. Significant inputs into the respective model at the inception and reporting period measurement dates are as follows: Binomial Assumptions Issuance date (1) 26, 2016 (4) Period ending October 2, 2016 (4) Period ending October 1, 2017 (4) Period ending April 1, 2018 (5) Exercise Price (1) $ 1.5 $ 1.5 $ 1.5 $ 1.5 Warrant Expiration Date (1) 8/26/2021 8/26/2021 8/26/2021 8/26/2021 Stock Price (2) $ 0.95 $ 0.77 $ 0.98 $ 1.02 Interest Rate (annual) (3) 1.23 % 1.14 % 1.62 % 2.39 % Volatility (annual) (4)(5) 246.44 % 242.17 % 179.36 % 66.25 % Time to Maturity (Years) 5 4.9 3.9 3.4 Calculated fair value per share $ 0.93 $ 0.76 $ 0.87 $ 0.38 ( 1) Based on the terms provided in the warrant agreement to purchase common stock of Optex Systems Holdings, Inc. dated August 26, 2016. (2) Based on the trading value of common stock of Optex Systems Holdings, Inc. as of August 26, 2016 and each presented period ending date. (3) Interest rate for U.S. Treasury Bonds, as of August 26, 2016 and each presented period ending date, as published by the U.S. Federal Reserve. (4) Based on the historical daily volatility of Optex Systems Holdings, Inc. for the term of the warrants as of August 26, 2016 and each presented period ending date through January 1, 2017. The original fair value calculations were derived using the Binomial model, however, the yielded results were consistent with fair market valuation using the Black Scholes Merton Option Pricing model for each of the respective periods. (5) Based on the historical daily volatility of Optex Systems Holdings, Inc. from the consummation of the public raise on August 26, 2016 through the current presented measurement date. The company determined that the historical volatility prior to the August 26, 2016 public offering was not representative of the current market expectations due to the significant change in company capital structure and increase in public float shares (liquidity) arising from the common stock issued during the public offering and concurrent conversions of outstanding preferred shares into common stock. The fair value calculation was derived using the Black Scholes Merton Option Pricing model. |
Schedule of warrants outstanding and fair values at each of the respective valuation dates | The warrants outstanding and fair values at each of the respective valuation dates are summarized below: Warrant Liability Warrants Fair Value Fair Value (000’s) Fair Value at initial measurement date of 8/26/2016 4,125,200 $ 0.93 $ 3,857 (Gain) on Change in Fair Value of Warrant Liability (739 ) Fair Value as of period ending 10/2/2016 4,125,200 $ 0.76 $ 3,118 Loss on Change in Fair Value of Warrant Liability 489 Fair Value as of period ending 10/01/2017 4,125,200 $ 0.87 $ 3,607 (Gain) on Change in Fair Value of Warrant Liability (2,006 ) Fair Value as of period ending 04/01/2018 4,125,200 $ 0.38 $ 1,601 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 6 Months Ended |
Apr. 01, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of aggregate non-vested restricted stock units granted under the Company's 2016 Restricted Stock Unit Plan | The following table summarizes the status of Optex Systems Holdings’ aggregate non-vested restricted stock units granted under the Company’s 2016 Restricted Stock Unit Plan: Outstanding Unvested as of October 2, 2016 200,000 Granted - year ended 2017 50,000 Vested - year ended 2017 (68,000 ) Unvested as of October 1, 2017 182,000 Granted – six months ended April 1, 2018 — Vested - three months ended April 1, 2018 (83,000 ) Unvested as of April 1, 2018 99,000 |
Schedule of compensation costs | 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 Six months ended As of period ending April 1, 2018 April 2, 2017 April 1, 2018 April 2, 2017 April 1, 2018 October 1, 2017 Stock Options $ - $ 10 $ 8 $ 20 $ - $ 8 Restricted Stock Units 37 31 73 62 121 194 Consultant Shares (IRTH) - 24 - 47 - - Total Stock Compensation $ 37 $ 65 $ 81 $ 129 $ 121 $ 202 |
Organization and Operations (De
Organization and Operations (Details Narrative) | 6 Months Ended |
Apr. 01, 2018ft²Employee | |
Leased facility (in square feet) | ft² | 93,967 |
Number of employees | Employee | 89 |
Sales Revenue, Net [Member] | Domestic Military Customers [Member] | |
Percentage of revenue | 87.00% |
Sales Revenue, Net [Member] | CANADA | |
Percentage of revenue | 13.00% |
U.S. government [Member] | Sales Revenue, Net [Member] | |
Percentage of revenue | 34.00% |
U.S Defense Contractor [Member] | Sales Revenue, Net [Member] | |
Percentage of revenue | 24.00% |
Commercial Customer [Member] | Sales Revenue, Net [Member] | |
Percentage of revenue | 29.00% |
All Other Customers [Member] | Sales Revenue, Net [Member] | |
Percentage of revenue | 13.00% |
Accounting Policies (Details)
Accounting Policies (Details) - USD ($) $ in Thousands | Apr. 01, 2018 | Oct. 01, 2017 |
Accounting Policies [Abstract] | ||
Raw Materials | $ 4,735 | $ 5,931 |
Work in Process | 4,048 | 2,859 |
Finished Goods | 771 | 441 |
Gross Inventory | 9,554 | 9,231 |
Less: Inventory Reserves | (1,617) | (1,617) |
Net Inventory | $ 7,937 | $ 7,614 |
Accounting Policies (Details Na
Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Apr. 01, 2018 | Apr. 02, 2017 | Apr. 01, 2018 | Apr. 02, 2017 | Oct. 01, 2017 | |
Warranty reserve | $ 122 | $ 122 | $ 174 | ||
Increase in warranty reserves | 134 | 211 | |||
Valuation allowance | (4,600) | (4,600) | (4,600) | ||
Deferred tax assets | $ 4,600 | 4,600 | $ 4,600 | ||
Decrease in deferred tax assets, valuation allowance | $ 1,800 | ||||
Revised statutory income tax rate | 21.00% | ||||
Previous statutory income tax rate | 35.00% | ||||
Series C Preferred Stock [Member] | |||||
Number of anti-dilutive | 78 | 0 | 78 | 342 | |
Number of common shares issued upon conversion | 325,000 | 325,000 | 1,425,000 | ||
Unvested Restricted Stock Option [Member] | |||||
Number of anti-dilutive | 33,000 | 132,000 | 66,000 | 132,000 | |
Stock Option [Member] | |||||
Number of anti-dilutive | 60,000 | 56,280 | 60,000 | 56,280 | |
Warrant [Member] | |||||
Number of anti-dilutive | 4,125,200 | 4,125,200 | 4,125,200 | 4,125,200 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Apr. 01, 2018 | Apr. 02, 2017 | Apr. 01, 2018 | Apr. 02, 2017 | |||
Total Revenue | $ 4,550 | $ 4,040 | $ 9,327 | $ 7,552 | ||
Interest expense | 9 | 6 | 12 | 10 | ||
Depreciation and Amortization | 79 | 85 | 161 | 168 | ||
Income (Loss) before taxes | 2,548 | (149) | [1] | 2,544 | 205 | [2] |
Other significant noncash items: | ||||||
Allocated home office expense | ||||||
Loss (gain) on change in fair value of warrants | (2,350) | 72 | (2,006) | (358) | ||
Stock compensation expense | 37 | 65 | [1] | 81 | 129 | [2] |
Royalty expense amortization | 8 | 8 | 15 | 15 | ||
Segment Assets | 12,690 | 12,354 | 12,690 | 12,354 | ||
Expenditures for segment assets | 17 | 17 | 130 | |||
Revenues from External Customers [Member] | ||||||
Total Revenue | 4,550 | 4,040 | 9,327 | 7,552 | ||
Intersegment revenues [Member] | ||||||
Total Revenue | ||||||
Other (Non Allocated Costs and Intersegment Eliminations) [Member] | ||||||
Total Revenue | (457) | (431) | (829) | (893) | ||
Interest expense | 9 | 6 | 12 | 10 | ||
Depreciation and Amortization | ||||||
Income (Loss) before taxes | 2,304 | (143) | [1] | 1,913 | 219 | [2] |
Other significant noncash items: | ||||||
Allocated home office expense | ||||||
Loss (gain) on change in fair value of warrants | (2,350) | 72 | (2,006) | (358) | ||
Stock compensation expense | 37 | 65 | [1] | 81 | 129 | [2] |
Royalty expense amortization | ||||||
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 | (457) | (431) | (829) | (893) | ||
Optex Systems (OPX) - Richardson, Texas [Member] | ||||||
Total Revenue | 2,322 | 2,404 | 4,988 | 4,442 | ||
Interest expense | ||||||
Depreciation and Amortization | 8 | 15 | 19 | 30 | ||
Income (Loss) before taxes | 16 | 63 | [1] | 154 | 86 | [2] |
Other significant noncash items: | ||||||
Allocated home office expense | (161) | (169) | (317) | (335) | ||
Loss (gain) on change in fair value of warrants | ||||||
Stock compensation expense | [1] | [2] | ||||
Royalty expense amortization | 8 | 8 | 15 | 15 | ||
Segment Assets | 8,703 | 8,308 | 8,703 | 8,308 | ||
Expenditures for segment assets | 17 | 17 | 4 | |||
Optex Systems (OPX) - Richardson, Texas [Member] | Revenues from External Customers [Member] | ||||||
Total Revenue | 2,322 | 2,404 | 4,988 | 4,442 | ||
Optex Systems (OPX) - Richardson, Texas [Member] | Intersegment revenues [Member] | ||||||
Total Revenue | ||||||
Applied Optics Center (AOC) - Dallas [Member] | ||||||
Total Revenue | 2,685 | 2,067 | 5,168 | 4,003 | ||
Interest expense | ||||||
Depreciation and Amortization | 71 | 70 | 142 | 138 | ||
Income (Loss) before taxes | 228 | (69) | [1] | 477 | (100) | [2] |
Other significant noncash items: | ||||||
Allocated home office expense | 161 | 169 | 317 | 335 | ||
Loss (gain) on change in fair value of warrants | ||||||
Stock compensation expense | [1] | [2] | ||||
Royalty expense amortization | ||||||
Segment Assets | 3,987 | 4,046 | 3,987 | 4,046 | ||
Expenditures for segment assets | 126 | |||||
Applied Optics Center (AOC) - Dallas [Member] | Revenues from External Customers [Member] | ||||||
Total Revenue | 2,228 | 1,636 | 4,339 | 3,110 | ||
Applied Optics Center (AOC) - Dallas [Member] | Intersegment revenues [Member] | ||||||
Total Revenue | $ 457 | $ 431 | $ 829 | $ 893 | ||
[1] | General and administrative expenses for the three months ending April 2, 2017 of $65 thousand associated with the amortized stock compensation on executive/director restricted stock units has been restated from Optex Richardson to Other (non allocated costs). Operating income (loss) for Optex Richardson and Other (non allocated costs) has been restated to reflect the change. | |||||
[2] | General and administrative expenses for the three months ending April 2, 2017 of $129 thousand associated with the amortized stock compensation on executive/director restricted stock units has been restated from Optex Richardson to Other (non allocated costs). Operating income (loss) for Optex Richardson and Other (non allocated costs) has been restated to reflect the change. |
Segment Reporting (Details Narr
Segment Reporting (Details Narrative) | 6 Months Ended |
Apr. 01, 2018ft²Employee | |
Number of employees | 89 |
Sales Revenue, Net [Member] | U.S. government [Member] | |
Percentage of revenue | 34.00% |
Sales Revenue, Net [Member] | U.S Defense Contractor [Member] | |
Percentage of revenue | 24.00% |
Optex Systems (OPX) - Richardson, Texas [Member] | |
Number of employees | 51 |
Leased facilities | ft² | 49,100 |
Optex Systems (OPX) - Richardson, Texas [Member] | Sales Revenue, Net [Member] | Domestic Military Customers [Member] | |
Percentage of revenue | 76.00% |
Optex Systems (OPX) - Richardson, Texas [Member] | Sales Revenue, Net [Member] | Foreign Military Customers [Member] | |
Percentage of revenue | 23.00% |
Optex Systems (OPX) - Richardson, Texas [Member] | Sales Revenue, Net [Member] | Commercial Customers [Member] | |
Percentage of revenue | 1.00% |
Optex Systems (OPX) - Richardson, Texas [Member] | Sales Revenue, Net [Member] | U.S. government [Member] | |
Percentage of revenue | 24.00% |
Optex Systems (OPX) - Richardson, Texas [Member] | Sales Revenue, Net [Member] | U.S Defense Contractor [Member] | |
Percentage of revenue | 23.00% |
Applied Optics Center (AOC) - Dallas [Member] | |
Number of employees | 38 |
Leased facilities | ft² | 44,867 |
Applied Optics Center (AOC) - Dallas [Member] | Sales Revenue, Net [Member] | Commercial Customers [Member] | |
Percentage of revenue | 65.00% |
Applied Optics Center (AOC) - Dallas [Member] | Sales Revenue, Net [Member] | U.S. government [Member] | |
Percentage of revenue | 10.00% |
Applied Optics Center (AOC) - Dallas [Member] | Sales Revenue, Net [Member] | Revenues from External Customers [Member] | |
Percentage of revenue | 84.00% |
Applied Optics Center (AOC) - Dallas [Member] | Sales Revenue, Net [Member] | Subcontracted Customers [Member] | |
Percentage of revenue | 35.00% |
Applied Optics Center (AOC) - Dallas [Member] | Sales Revenue, Net [Member] | One Major Commercial Customers [Member] | |
Percentage of revenue | 29.00% |
Applied Optics Center (AOC) - Dallas [Member] | Intersegment Sales Revenue [Member] | Military Contracts [Member] | |
Percentage of revenue | 16.00% |
Commitments and Contingencies26
Commitments and Contingencies (Details) $ in Thousands | Apr. 01, 2018USD ($) |
Fiscal Year | |
2,018 | $ 342 |
2,019 | 700 |
2,020 | 720 |
2,021 | 529 |
2,022 | 27 |
Total minimum lease payments | 2,318 |
Optex Systems (OPX) - Richardson, Texas [Member] | Lease Payments [Member] | |
Fiscal Year | |
2,018 | 138 |
2,019 | 281 |
2,020 | 291 |
2,021 | 147 |
2,022 | |
Total minimum lease payments | 857 |
Optex Systems (OPX) - Richardson, Texas [Member] | Common Area Maintenance Estimate [Member] | |
Fiscal Year | |
2,018 | 54 |
2,019 | 110 |
2,020 | 112 |
2,021 | 57 |
2,022 | |
Total minimum lease payments | 333 |
Applied Optics Center (AOC) - Dallas [Member] | Lease Payments [Member] | |
Fiscal Year | |
2,018 | 120 |
2,019 | 248 |
2,020 | 255 |
2,021 | 262 |
2,022 | 22 |
Total minimum lease payments | 907 |
Applied Optics Center (AOC) - Dallas [Member] | Common Area Maintenance Estimate [Member] | |
Fiscal Year | |
2,018 | 30 |
2,019 | 61 |
2,020 | 62 |
2,021 | 63 |
2,022 | 5 |
Total minimum lease payments | $ 221 |
Commitments and Contingencies27
Commitments and Contingencies (Details Narrative) - Optex Systems (OPX) - Richardson, Texas [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Apr. 01, 2018 | Apr. 02, 2017 | Apr. 01, 2018 | Apr. 02, 2017 | Oct. 01, 2017 | |
Total facilities rental and CAM expense | $ 174 | $ 161 | $ 341 | $ 327 | |
Unamortized deferred rent | $ 119 | $ 119 | $ 123 |
Debt Financing (Details Narrati
Debt Financing (Details Narrative) - Avidbank [Member] - Revolving Credit Facility [Member] - USD ($) $ in Thousands | Apr. 05, 2018 | Apr. 01, 2018 | Apr. 02, 2017 | Apr. 01, 2018 | Apr. 02, 2017 | Oct. 01, 2017 |
Increase in line of credit | $ 300 | $ 300 | $ 300 | |||
Total interest (income) expense | $ 9 | $ 6 | $ 12 | $ 10 | ||
Subsequent Event [Member] | Amended and Restated Loan Agreement [Member] | ||||||
Maturity date | Apr. 21, 2020 | |||||
Percentage of facility fee | 0.50% | |||||
Description of term period | The Company can maintain accounts at third party banks so long as the total in those other bank accounts does not exceed 20% of the total on deposit at Avidbank, and it shall remit to Avidbank monthly statements for all of those accounts within 30 days of the end of each month. |
Warrant Liabilities (Details)
Warrant Liabilities (Details) | 6 Months Ended | |
Apr. 01, 2018 | ||
Optex Common Shares (OPXS) 3.4 Year History from 11/7/2014 [Member] | ||
Volatility | 162.40% | |
Optex Common Shares (OPXS) Trading History From 8/29/16 (1.6 Years) [Member] | ||
Volatility | 66.30% | |
Optex Warrants (OPXXW) Implied Volatility Based On 3/29/18 Closing Price [Member] | ||
Volatility | 65.10% | [1] |
Similarly Traded Equities, 3.4 Year History From 11/7/2014 [Member] | ||
Volatility | 92.50% | [2] |
Lowest Volatility | 53.60% | [2] |
Highest Volatility | 121.90% | [2] |
[1] | Implied volatility rate for OPXXW assuming Interest rate for U.S. Treasury Bonds of 2.39%, term of 3.4 years and OTC market closing price of $0.38 per warrant on 3/29/18. | |
[2] | The average 3.4 year historical volatility across the 5 similarly traded companies is 92.5%, the lowest volatility and the highest volatility is for a single company within the range of 5 similar traded companies. |
Warrant Liabilities (Details 1)
Warrant Liabilities (Details 1) - Warrant [Member] - $ / shares | Aug. 26, 2016 | Apr. 01, 2018 | Oct. 01, 2017 | Oct. 02, 2016 | |||||
Exercise Price | [2] | $ 1.50 | [1] | $ 1.5 | [3] | $ 1.5 | [1] | $ 1.5 | [1] |
Warrant Expiration Date | [2] | Aug. 26, 2021 | [1] | Aug. 26, 2021 | [3] | Aug. 26, 2021 | [1] | Aug. 26, 2021 | [1] |
Stock Price | [4] | $ 0.95 | [1],[2] | $ 1.02 | [3] | $ 0.98 | [1] | $ 0.77 | [1] |
Interest Rate (annual) | [5] | 1.23% | [1],[2] | 2.39% | [3] | 1.62% | [1] | 1.14% | [1] |
Volatility (annual) | [1],[3] | 246.44% | [2] | 66.25% | 179.36% | 242.17% | |||
Time to Maturity (Years) | 5 years | [1],[2] | 3 years 4 months 24 days | [3] | 3 years 10 months 24 days | [1] | 4 years 10 months 24 days | [1] | |
Calculated fair value per share | $ 0.93 | [1],[2] | $ 0.38 | [3] | $ 0.87 | [1] | $ 0.76 | [1] | |
[1] | Based on the historical daily volatility of Optex Systems Holdings, Inc. for the term of the warrants as of August 26, 2016 and each presented period ending date through January 1, 2017. The original fair value calculations were derived using the Binomial model, however, the yielded results were consistent with fair market valuation using the Black Scholes Merton Option Pricing model for each of the respective periods. | ||||||||
[2] | Based on the terms provided in the warrant agreement to purchase common stock of Optex Systems Holdings, Inc. dated August 26, 2016. | ||||||||
[3] | Based on the historical daily volatility of Optex Systems Holdings, Inc. from the consummation of the public raise on August 26, 2016 through the current presented measurement date. The company determined that the historical volatility prior to the August 26, 2016 public offering was not representative of the current market expectations due to the significant change in company capital structure and increase in public float shares (liquidity) arising from the common stock issued during the public offering and concurrent conversions of outstanding preferred shares into common stock. The fair value calculation was derived using the Black Scholes Merton Option Pricing model. | ||||||||
[4] | Based on the trading value of common stock of Optex Systems Holdings, Inc. as of August 26, 2016 and each presented period ending date. | ||||||||
[5] | Interest rate for U.S. Treasury Bonds, as of August 26, 2016 and each presented period ending date, as published by the U.S. Federal Reserve. |
Warrant Liabilities (Details 2)
Warrant Liabilities (Details 2) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Oct. 02, 2016 | Apr. 01, 2018 | Apr. 02, 2017 | Apr. 01, 2018 | Apr. 02, 2017 | Oct. 01, 2017 | Aug. 26, 2016 | ||||||
Warrant Liability | $ 1,601 | $ 1,601 | $ 3,607 | |||||||||
(Gain) Loss on Change in Fair Value of Warrants | $ (2,350) | $ 72 | $ (2,006) | $ (358) | ||||||||
Warrant [Member] | ||||||||||||
Warrants Outstanding | 4,125,200 | 4,125,200 | 4,125,200 | 4,125,200 | 4,125,200 | |||||||
Fair Value per Share | $ 0.76 | [1] | $ 0.38 | [2] | $ 0.38 | [2] | $ 0.87 | [1] | $ 0.93 | [1],[3] | ||
Warrant Liability | $ 3,118 | $ 1,601 | $ 1,601 | $ 3,607 | $ 3,857 | |||||||
(Gain) Loss on Change in Fair Value of Warrants | $ (739) | $ (2,006) | $ 489 | |||||||||
[1] | Based on the historical daily volatility of Optex Systems Holdings, Inc. for the term of the warrants as of August 26, 2016 and each presented period ending date through January 1, 2017. The original fair value calculations were derived using the Binomial model, however, the yielded results were consistent with fair market valuation using the Black Scholes Merton Option Pricing model for each of the respective periods. | |||||||||||
[2] | Based on the historical daily volatility of Optex Systems Holdings, Inc. from the consummation of the public raise on August 26, 2016 through the current presented measurement date. The company determined that the historical volatility prior to the August 26, 2016 public offering was not representative of the current market expectations due to the significant change in company capital structure and increase in public float shares (liquidity) arising from the common stock issued during the public offering and concurrent conversions of outstanding preferred shares into common stock. The fair value calculation was derived using the Black Scholes Merton Option Pricing model. | |||||||||||
[3] | Based on the terms provided in the warrant agreement to purchase common stock of Optex Systems Holdings, Inc. dated August 26, 2016. |
Warrant Liabilities (Details Na
Warrant Liabilities (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Aug. 26, 2016 | Oct. 02, 2016 | Apr. 01, 2018 | Apr. 02, 2017 | Apr. 01, 2018 | Apr. 02, 2017 | Oct. 01, 2017 | Oct. 02, 2016 | |||||||
(Gain) Loss on Change in Fair Value of Warrants | $ (2,350) | $ 72 | $ (2,006) | $ (358) | |||||||||||
Warrant [Member] | |||||||||||||||
Number of shares issued | 4,125,200 | ||||||||||||||
Exercise price (in dollars per share) | [2] | $ 1.50 | [1] | $ 1.5 | [1] | $ 1.5 | [3] | $ 1.5 | [3] | $ 1.5 | [1] | $ 1.5 | [1] | ||
(Gain) Loss on Change in Fair Value of Warrants | $ (739) | $ (2,006) | $ 489 | ||||||||||||
Volatility rate | [1],[3] | 246.44% | [2] | 66.25% | 179.36% | 242.17% | |||||||||
Implied volatility rate | 65.10% | ||||||||||||||
Fair value assumptions expected term | 5 years | [1],[2] | 3 years 4 months 24 days | [3] | 3 years 10 months 24 days | [1] | 4 years 10 months 24 days | [1] | |||||||
Remaining term of warrants | 1 year 7 months 6 days | ||||||||||||||
Warrant [Member] | Maximum [Member] | |||||||||||||||
Number of average shares traded daily | 25,245 | ||||||||||||||
Warrant [Member] | Minimum [Member] | |||||||||||||||
Number of average shares traded daily | 6,392 | ||||||||||||||
[1] | Based on the historical daily volatility of Optex Systems Holdings, Inc. for the term of the warrants as of August 26, 2016 and each presented period ending date through January 1, 2017. The original fair value calculations were derived using the Binomial model, however, the yielded results were consistent with fair market valuation using the Black Scholes Merton Option Pricing model for each of the respective periods. | ||||||||||||||
[2] | Based on the terms provided in the warrant agreement to purchase common stock of Optex Systems Holdings, Inc. dated August 26, 2016. | ||||||||||||||
[3] | Based on the historical daily volatility of Optex Systems Holdings, Inc. from the consummation of the public raise on August 26, 2016 through the current presented measurement date. The company determined that the historical volatility prior to the August 26, 2016 public offering was not representative of the current market expectations due to the significant change in company capital structure and increase in public float shares (liquidity) arising from the common stock issued during the public offering and concurrent conversions of outstanding preferred shares into common stock. The fair value calculation was derived using the Black Scholes Merton Option Pricing model. |
Stock Based Compensation (Detai
Stock Based Compensation (Details) - 2016 Restricted Stock Unit Plan [Member] - shares | 6 Months Ended | 12 Months Ended |
Apr. 01, 2018 | Oct. 01, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Non-vested outstanding at beginning | 182,000 | 200,000 |
Shares granted | 50,000 | |
Vested | (83,000) | (68,000) |
Non-vested outstanding at ending | 99,000 | 182,000 |
Stock Based Compensation (Det34
Stock Based Compensation (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Apr. 01, 2018 | Apr. 02, 2017 | Apr. 01, 2018 | Apr. 02, 2017 | Oct. 01, 2017 | |
Recognized Compensation Expense | $ 37 | $ 65 | $ 81 | $ 129 | |
Unrecognized Compensation Expense | 121 | 121 | $ 202 | ||
Consultant Shares (IRTH) [Member] | |||||
Recognized Compensation Expense | 24 | 47 | |||
Unrecognized Compensation Expense | |||||
Stock Options [Member] | |||||
Recognized Compensation Expense | 10 | 8 | 20 | ||
Unrecognized Compensation Expense | 8 | ||||
Restricted Stock Units [Member] | |||||
Recognized Compensation Expense | 37 | $ 31 | 73 | $ 62 | |
Unrecognized Compensation Expense | $ 121 | $ 121 | $ 194 |
Stock Based Compensation (Det35
Stock Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Apr. 01, 2018 | Apr. 02, 2017 | Oct. 01, 2017 | |
Taxes withheld on net settled | $ 30 | $ 15 | |
Restricted Stock Units [Member] | |||
Number of vested shares | 83,000 | 68,000 | |
Restricted Stock Units [Member] | Bill Bates [Member] | |||
Number of shares granted | 50,000 | ||
Restricted Stock Units [Member] | Common Stock [Member] | |||
Number of common shares issued upon settlement vested shares | 55,902 | ||
Restricted Stock Units [Member] | Common Stock [Member] | Danny Schoening, Karen Hawkins, and Bill Bates [Member] | |||
Number of common shares issued upon settlement vested shares | 55,902 | 45,799 | |
Taxes withheld on net settled | $ 30 | $ 15 | |
Number shares withheld on tax settled | 27,098 | 22,201 | |
2009 Stock Option Plan [Member] | |||
Number of share authorized | 75,000 | ||
Fully vested stock options outstanding | 60,000 | ||
Number of vested shares | 3,750 | ||
Exercise price (in dollars per share) | $ 10 | ||
Forfeited shares | 10 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Apr. 19, 2018 | Oct. 19, 2017 | Jul. 12, 2017 | Apr. 01, 2018 | Apr. 02, 2017 | Oct. 01, 2017 | Oct. 02, 2016 |
Common shares outstanding | 8,646,003 | 8,190,101 | 8,266,601 | ||||
Dividends payable | $ 262 | $ 261 | |||||
Dividend declared per share and per warrant (in dollars per share) | $ 0.02 | ||||||
Dividends paid | $ 261 | $ 261 | $ 522 | ||||
Series C Preferred Stock [Member] | |||||||
Preferred stock, outstanding | 78 | 174 | |||||
Number of shares converted | 96 | 18 | |||||
Number of shares converted, value | $ 500 | $ 100 | |||||
Common Stock [Member] | Series C Preferred Stock [Member] | |||||||
Number of common shares issued upon conversion | 400,000 | 75,000 | |||||
Number of common shares issued upon conversion | 325,000 | ||||||
Restricted Stock Units [Member] | Common Stock [Member] | |||||||
Number of common shares issued upon vesting | 55,902 | ||||||
Subsequent Event [Member] | |||||||
Dividends paid | $ 262 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - Amended and Restated Loan Agreement [Member] - Avidbank [Member] - Revolving Credit Facility [Member] | Apr. 05, 2018 |
Maturity date | Apr. 21, 2020 |
Percentage of facility fee | 0.50% |
Description of term period | The Company can maintain accounts at third party banks so long as the total in those other bank accounts does not exceed 20% of the total on deposit at Avidbank, and it shall remit to Avidbank monthly statements for all of those accounts within 30 days of the end of each month. |