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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 17, 2025

 

OPTEX SYSTEMS HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-41644   90-0609531

(State or other jurisdiction

of incorporation)

  (Commission
File Number)
  (IRS Employer
Identification No.)

 

1420 Presidential Drive, Richardson, TX   75081-2439
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (972) 644-0722

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 DFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:.

 

Title of each class   Trading Symbol   Name of each exchange on which registered
Common Stock   OPXS   NASDAQ

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company
   
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act.

 

 

 

 

 

Item 2.02 Results of Operations and Financial Condition.

 

The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition,” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information, including Exhibit 99.1, shall not be incorporated by reference into any filing of Optex Systems Holdings, Inc. (the “Company”), whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

On December 17, 2025, the Company issued a press release regarding its financial results for the fiscal fourth quarter and full year ended September 28, 2025. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)   Exhibits:
     
Exhibit Number   Description
99.1   Financial Results Press Release, dated December 17, 2025
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Optex Systems Holdings, Inc.
  (Registrant)
     
  By: /s/ Karen Hawkins
    Karen Hawkins
  Title: Chief Financial Officer

 

Date: December 17, 2025

 

 

EX-99.1 2 ex99-1.htm EX-99.1

 

Exhibit 99.1

 

 

Optex Systems Holdings, Inc. Announces Financial Highlights for the Year Ended September 28, 2025

 

RICHARDSON, Texas, December 17, 2025 – Optex Systems Holdings, Inc. (Nasdaq: OPXS), a leading manufacturer of precision optical sighting systems for domestic and worldwide military and commercial applications, announced financial results for the year ended September 28, 2025.

 

Danny Schoening, CEO of Optex Systems Holdings, Inc., commented, “It’s been an exciting year for Optex. A 21.6% increase in revenue drove strong results across both the income statement and balance sheet, while also reducing our net inventory position in line with our prior commitments. Significant contract wins, along with continued investment in equipment and personnel, have strengthened the company. As a result, our employees, customers, and shareholders are all well positioned for the future.”

 

Our total revenues increased by $7.3 million, or 21.6% in fiscal year 2025 compared to fiscal year 2024. The Optex Richardson segment realized a $5.6 million, or 30.8%, increase in revenue and the Applied Optics Center segment realized an increase of $1.8 million, or 11.1%, in revenue compared to the prior fiscal year. The increase in revenue at Optex Richardson was primarily driven by a 56% increase production throughput on our periscope line whereas the Applied Optics Center increase was driven by higher customer demand for military products, partially offset by lower customer demand in optical assemblies.

 

Gross profit increased by $2.5 million to $12.1 million in fiscal year 2025 as compared to $9.5 million in fiscal year 2024. Gross margin for the year ended September 28, 2025 was 29.2% of revenue as compared to a gross margin of 28.0% of revenue for the year ended September 29, 2024. The increased gross profit as compared to the prior year is primarily driven by higher revenue and product mix changes combined with improved manufacturing overhead rates as the fixed overhead costs are spread across a significantly higher revenue base.

 

For the year ended September 28, 2025, we recorded operating income of $7.1 million as compared to operating income of $4.8 million during the year ended September 29, 2024. The $2.3 million increase in operating income is primarily due to increased gross profit of $2.5 million, offset by an increase of $0.2 million in general and administrative spending.

 

During the year ended September 28, 2025, we recorded net income applicable to common shareholders of $5.1 million as compared to net income applicable to common shareholders of $3.8 million during the year ended September 29, 2024. The $1.3 million increase in net income is primarily attributable to increased operating income of $2.3 million, offset by ($0.8) million in asset impairment for our Speedtracker product line acquisition and increased federal income tax expense of $0.2 million.

 

 

 

Our key performance measures for year ended September 28, 2025 and September 29, 2024 are summarized below.

 

    (Thousands)  
    Twelve months ended  
Metric   Sept 28, 2025     Sept 29, 2024     % Change  
                   
Revenue   $ 41,337     $ 33,995       21.6 %
                         
Gross Profit   $ 12,057     $ 9,529       26.5 %
                         
Gross Margin %     29.2 %     28.0 %     4.3 %
                         
Operating Income   $ 7,132     $ 4,821       47.9 %
                         
Net Income   $ 5,147     $ 3,768       36.6 %
                         
Adjusted EBITDA (non-GAAP)   $ 8,030     $ 5,733       40.1 %

 

Our Adjusted EBITDA increased by $2.3 million to $8.0 million during the twelve months ended September 28, 2025 as compared to $5.7 million during the twelve months ended September 29, 2024. The increase in EBITDA is primarily driven by increased revenue and gross profit.

 

The table below summarizes our twelve-month operating results for the periods ended September 28, 2025 and September 29, 2024, in terms of both the GAAP net income measure and the non-GAAP Adjusted EBITDA measure. We believe that including both measures allows the reader better to evaluate our overall performance.

 

   

(Thousands)

Twelve months ended

 
   

September 28,

2025

   

September 29,

2024

 
             
Net Income — GAAP   $ 5,147     $ 3,768  
Add:                
Federal Income Tax Expense     1,204       1,006  
Asset Impairment     804       -  
Depreciation & Amortization     515       487  
Stock Compensation     383       425  
Interest (Income) Expense     (23 )     47  
Adjusted EBITDA - Non GAAP   $ 8,030     $ 5,733  

 

Adjusted EBITDA has limitations and should not be considered in isolation or a substitute for performance measures calculated under GAAP. This non-GAAP measure excludes certain cash expenses that we are obligated to make. In addition, other companies in our industry may calculate Adjusted EBITDA differently than we do or may not calculate it at all, which limits the usefulness of Adjusted EBITDA as a comparative measure.

 

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During the twelve months ended September 28, 2025, the Company booked $36.2 million in new orders, representing a 0.5% decrease from the prior year period orders of $36.4 million. The orders for the most recently completed twelve months consist of $21.3 million for our Optex Richardson segment and $14.9 million attributable to the Applied Optics Center segment. We believe a portion of the reduced demand is related to the delay in the award of ARC III Abrams replenishment contracts to the prime contractors, as well as the delay in award for the BNVG Night Vision Goggle program, both of which were expected during the 2025 fiscal year combined with the delay in passing the annual congressional appropriations bill by the U.S. government.

 

From October 1, 2025 to November 12, 2025, the federal government of the United States was in a shutdown as Congress failed to pass appropriations legislation for the 2026 fiscal year. On November 10, 2025, Congress passed a continuing resolution (“CR”), which funds the government at existing spending levels through January 30, 2026, by which time the legislature must approve the annual appropriations bill or an additional CR to avoid another government shutdown. As a result of the 2025 government shutdown and CR through January 2026, the Company has experienced a slow-down of contract awards. While we are unable to predict the outcome past January 2026, we anticipate the funding delays may affect our revenue during the second through fourth quarters of fiscal year 2026.

 

As of September 28, 2025, Optex Systems Holdings had working capital of $21.1 million, as compared to $15.1 million as of September 29, 2024. During the twelve months ended September 28, 2025, we generated operating cash of $6.9 million, primarily driven by increased net income of $5.1 million, non-cash expenses of $1.7 million for depreciation and amortization, asset impairment and stock compensation, and all other changes in other working capital of $0.1 million. During the twelve months ended September 28, 2025, we paid $1.0 million against the credit facility and purchased capital assets of $0.5 million.

 

At September 28, 2025, the Company had $6.4 million in cash and no balance outstanding on its $3.0 million revolving credit line. As of September 28, 2025, our outstanding accounts receivable balance was $4.6 million, which has been collected during the first quarter of fiscal year 2026. During the first quarter of 2025, we paid $1.0 million against our credit facility bringing the balance to zero.

 

The Company plans to spend $2.4 million in capital investment over the next twelve months to expand its current capacity as well as develop new capabilities to expand into adjacent markets. Obsolete equipment will be replaced with new or upgraded systems to reduce downtime and drive capacity improvements for both Optex Richardson and the Applied Optics Center. Also, new capabilities will be required to support new product lines at AOC, as well as support the increased focus on research and rapid prototype development at Optex Richardson.

 

On December 4, 2025, Mr. Schoening notified the Company that he intends to resign, effective as of the Effective Date, from the position of Chief Executive Officer of the Company. Mr. Schoening will remain on the Board of Directors of the Company (“the “Board”), will continue to serve in the position of Chairman of the Board, and will continue to serve as the Company’s Facilities Security Officer.

 

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In response to the notification by Danny Schoening that he intends to resign from the position of Chief Executive Officer of the Company, effective as of December 20, 2025 (the “Effective Date”), on December 5, 2025, the Board appointed Chad George, the Company’s President, to assume the additional role of Chief Executive Officer to fill the vacancy left by Mr. Schoening, effective as of the Effective Date.

 

Mr. George, 48, has served as President of the Company since August 11, 2025. Previously, he spent 20 years in senior operations and supply chain roles in the defense sector. Between January 2022 and August 2025, he served as Vice President of Operations and Supply Chain at Leonardo DRS, where he played a key role in streamlining production processes and enhancing strategic sourcing capabilities. He also worked as Factory Manager and Operations Leader at Raytheon from April 2009 through March 2021. He holds a Bachelor’s Degree in Industrial Engineering from Oklahoma State University and a Master of Business Administration from the University of Texas at Dallas.

 

Highlights of the Consolidated and Segment Results of Operations have been prepared in accordance with GAAP. These financial highlights do not include all information and disclosures required in the consolidated financial statements and footnotes and should be read in conjunction with our Annual Report on Form 10-K for the twelve months ended September 28, 2025 filed with the SEC on December 17, 2025.

 

Optex Systems Holdings, Inc.

Consolidated Balance Sheets

 

    (Thousands, except share and per share data)  
   

September 28,

2025

   

September 29,

2024

 
             
ASSETS                
                 
Cash and Cash Equivalents   $ 6,389     $ 1,009  
Accounts Receivable, Net     4,569       3,764  
Inventory, Net     14,322       14,863  
Contract Asset     142       219  
Prepaid Expenses     285       217  
                 
Current Assets     25,707       20,072  
                 
Property and Equipment, Net     1,427       1,292  
                 
Other Assets                
Deferred Tax Asset     1,199       947  
Intangibles, net     -       951  
Right-of-use Asset     1,700       2,233  
Security Deposits     23       23  
                 
Other Assets     2,922       4,154  
                 
Total Assets   $ 30,056     $ 25,518  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
                 
Current Liabilities                
Accounts Payable   $ 1,525     $ 1,177  
Credit Facility     -       1,000  
Operating Lease Liability     645       638  
Federal Income Taxes Payable     87       74  
Accrued Expenses     1,634       1,258  
Accrued Selling Expense     141       237  
Accrued Warranty Costs     162       52  
Contract Loss Reserves     132       259  
Customer Advance Deposits     234       255  
                 
Current Liabilities     4,560       4,950  
                 
Other Liabilities                
Operating Lease Liability, net of current portion     1,205       1,760  
                 
Total Liabilities     5,765       6,710  
                 
Commitments and Contingencies                
                 
Stockholders’ Equity                
Common Stock – ($0.001 par, 2,000,000,000 authorized, 6,920,658 and 6,873,938 shares issued and outstanding, respectively)     7       7  
Additional Paid in Capital     21,801       21,465  
Retained Earnings (Accumulated Deficit)     2,483       (2,664 )
                 
Stockholders’ Equity     24,291       18,808  
                 
Total Liabilities and Stockholders’ Equity   $ 30,056     $ 25,518  

 

The accompanying notes in our Annual Report on Form 10-K for the twelve months ended September 28, 2025 filed with the SEC on December 17, 2025 are an integral part of these financial statements.

 

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Optex Systems Holdings, Inc.

Consolidated Statements of Income

 

    (Thousands, except share and per share data)  
    Twelve months ended  
   

September 28,

2025

   

September 29,

2024

 
             
Revenue   $ 41,337     $ 33,995  
                 
Cost of Sales     29,280       24,466  
                 
Gross Profit     12,057       9,529  
                 
General and Administrative Expense     4,925       4,708  
                 
Operating Income     7,132       4,821  
                 
Other Expenses                
Asset Impairment     804       -  
Interest (Income) Expense, net     (23 )     47  
Other Expenses     781       47  
                 
Income Before Taxes     6,351       4,774  
                 
Income Tax Expense, net     1,204       1,006  
                 
Net income applicable to common shareholders   $ 5,147     $ 3,768  
                 
Basic income per share   $ 0.75     $ 0.56  
                 
Weighted Average Common Shares Outstanding - basic     6,865,280       6,762,145  
                 
Diluted income per share   $ 0.74     $ 0.55  
                 
Weighted Average Common Shares Outstanding - diluted     6,923,657       6,833,274  

 

The accompanying notes in our Annual Report on Form 10-K for the twelve months ended September 28, 2025 filed with the SEC on December 17, 2025 are an integral part of these financial statements.

 

ABOUT OPTEX SYSTEMS

 

Optex, which was founded in 1987, is a Richardson, Texas based ISO 9001:2015 certified concern, which manufactures optical sighting systems and assemblies, primarily for Department of Defense (DOD) 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 also manufactures and delivers numerous periscope configurations, rifle and surveillance sights, and night vision optical assemblies. Optex delivers its products both directly to the military services and to prime contractors. For additional information, please visit the Company’s website at www.optexsys.com.

 

Safe Harbor Statement

 

This press release contains certain forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, including those relating to the products and services described herein. You can identify these statements by the use of the words “may,” “will,” “could,” “should,” “would,” “plans,” “expects,” “anticipates,” “continue,” “estimate,” “project,” “intend,” “likely,” “forecast,” “probable,” and similar expressions.

 

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These forward-looking statements represent our expectations, beliefs, intentions or strategies concerning future events, including, but not limited to, any statements regarding growth strategy; product and development programs; financial performance and financial condition (including revenue, net income, profit margins and working capital); customer demand; orders and backlog; expected timing of contract deliveries to customers and corresponding revenue recognition; increases in the cost of materials and labor; costs remaining to fulfill contracts; contract loss reserves; labor shortages; follow-on orders; supply chain challenges; the continuation of historical trends; the sufficiency of our cash balances for future liquidity and capital resource needs; the expected impact of changes in accounting policies on our results of operations, financial condition or cash flows; anticipated problems and our plans for future operations; and the economy in general or the future of the defense industry.

 

These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. Such risks and uncertainties include, but are not limited to, continued funding of defense programs and military spending, the timing of such funding, general economic and business conditions, including unforeseen weakness in the Company’s markets, effects of continued geopolitical unrest and regional conflicts, competition, changes in technology and methods of marketing, delays in completing engineering and manufacturing programs, changes in customer order patterns, changes in product mix, continued success in technological advances and delivering technological innovations, changes in the U.S. Government’s interpretation of federal procurement rules and regulations, changes in spending due to policy changes in any new federal presidential administration, market acceptance of the Company’s products, shortages in components, production delays due to performance quality issues with outsourced components, inability to fully realize the expected benefits from acquisitions and restructurings or delays in realizing such benefits, challenges in integrating acquired businesses and achieving anticipated synergies, changes to export regulations, increases in tax rates, changes to generally accepted accounting principles, difficulties in retaining key employees and customers, unanticipated costs under fixed-price service and system integration engagements, changes in the market for microcap stocks regardless of growth and value and various other factors beyond our control.

 

You must carefully consider any such statement and should understand that many factors could cause actual results to differ from the Company’s forward-looking statements. These factors include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially. The Company does not assume the obligation to update any forward-looking statement. You should carefully evaluate such statements in light of factors described in the Company’s filings with the SEC, especially on Forms 10-K, 10-Q and 8-K. In various filings the Company has identified important factors that could cause actual results to differ from expected or historic results. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete list of all potential risks or uncertainties.

 

Contact:

 

IR@optexsys.com

1-972-764-5718

 

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