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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(MARK
ONE)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarter ended June 30, 2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from to
Commission
file number: 001-41034
SYNTEC
OPTICS HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware |
|
87-0816957 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
515
Lee Rd.
Rochester,
NY 14606
(Address
of principal executive offices and zip code)
(585)
464-9336
(Registrant’s
telephone number including area code)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common stock, par value
$0.0001 per share |
|
OPTX |
|
The Nasdaq Capital Market |
Redeemable warrants, exercisable
for shares of common stock at an exercise price of $11.50 per share |
|
OPTXW |
|
The Nasdaq Capital Market |
Check
whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller
reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
☐ |
Accelerated filer |
☐ |
Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
|
Emerging growth company |
☒ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As
of October 3, 2025, there were 36,920,226 shares of Class A common stock, par value $0.0001 per share, issued and outstanding.
SYNTEC
OPTICS HOLDINGS, INC.
FORM
10-Q FOR THE QUARTER ENDED JUNE 30, 2024
TABLE
OF CONTENTS
|
Page |
Part I. FINANCIAL INFORMATION |
1 |
Item 1. Interim Unaudited Condensed Consolidated Financial Statements |
1 |
Condensed Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024 |
1 |
Condensed Consolidated Statements of Operations for the Three and Six Months ended June 30, 2025 and 2024 (Unaudited) |
2 |
Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2025 and 2024 (Unaudited) |
3 |
Condensed
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024 (Unaudited) |
4 |
Notes to Condensed Consolidated Financial Statements (Unaudited) |
5 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
11 |
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk |
16 |
Item 4. Controls and Procedures |
17 |
Part II. OTHER INFORMATION |
18 |
Item 1. Legal Proceedings |
18 |
Item 1A. Risk Factors |
18 |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
18 |
Item 3. Defaults Upon Senior Securities |
18 |
Item 4. Mine Safety Disclosures |
18 |
Item 5. Other Information |
18 |
Item 6. Exhibits |
18 |
SIGNATURES |
19 |
PART
I - FINANCIAL INFORMATION
Item
1. Interim Unaudited Condensed Consolidated Financial Statements
Syntec
Optics Holdings, Inc.
CONDENSED
CONSOLIDATED BALANCE SHEETS
JUNE
30, 2025 AND DECEMBER 31, 2024
| |
2025 (unaudited) | | |
2024 | |
| |
| | |
| |
ASSETS | |
| | |
| |
Current Assets | |
| | | |
| | |
Cash | |
$ | 287,085 | | |
$ | 598,787 | |
Accounts Receivable, Net | |
| 6,038,305 | | |
| 5,739,205 | |
Inventory | |
| 7,992,617 | | |
| 6,953,278 | |
Income Tax Receivable | |
| - | | |
| 9,794 | |
Prepaid Expenses and Other Assets | |
| 321,301 | | |
| 596,589 | |
| |
| | | |
| | |
Total Current Assets | |
| 14,639,308 | | |
| 13,897,653 | |
| |
| | | |
| | |
Property and Equipment, Net | |
| 10,385,435 | | |
| 11,668,859 | |
Deferred Tax Asset | |
| 270,360 | | |
| 439,942 | |
| |
| | | |
| | |
Total Assets | |
$ | 25,295,103 | | |
$ | 26,006,454 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| |
| | | |
| | |
Current Liabilities | |
| | | |
| | |
Accounts Payable | |
$ | 1,854,077 | | |
$ | 2,706,392 | |
Accrued Expenses | |
| 821,676 | | |
| 814,600 | |
Deferred Revenue | |
| 33,993 | | |
| 36,512 | |
Line of Credit | |
| 6,763,863 | | |
| 6,263,863 | |
Current Maturities of Debt Obligations | |
| 482,973 | | |
| 467,742 | |
Current Maturities of Finance Lease Obligations | |
| 340,492 | | |
| 284,002 | |
| |
| | | |
| | |
Total Current Liabilities | |
| 10,297,074 | | |
| 10,573,111 | |
| |
| | | |
| | |
Long-Term Liabilities | |
| | | |
| | |
Long-Term Debt Obligations | |
| 2,372,985 | | |
| 2,614,812 | |
Long-Term Finance Lease Obligations | |
| 1,611,218 | | |
| 1,784,449 | |
| |
| | | |
| | |
Total Long-Term Liabilities | |
| 3,984,203 | | |
| 4,399,261 | |
| |
| | | |
| | |
Total Liabilities | |
| 14,281,277 | | |
| 14,972,372 | |
| |
| | | |
| | |
Commitments and Contingencies | |
| - | | |
| - | |
| |
| | | |
| | |
Stockholders’ Equity | |
| | | |
| | |
CL A Common Stock, Par value $.0001 per share; 121,000,000 authorized; 36,920,226 issued and
outstanding as of June 30, 2025; 36,688,266 issued and outstanding as of December 31, 2024; | |
| 3,692 | | |
| 3,669 | |
Common stock value | |
| 3,692 | | |
| 3,669 | |
Additional Paid-In Capital | |
| 2,377,181 | | |
| 2,377,204 | |
Retained Earnings | |
| 8,632,953 | | |
| 8,653,209 | |
| |
| | | |
| | |
Total Stockholders’ Equity | |
| 11,013,826 | | |
| 11,034,082 | |
| |
| | | |
| | |
Total Liabilities and Stockholders’ Equity | |
| 25,295,103 | | |
| 26,006,454 | |
The
accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
Syntec
Optics Holdings, Inc.
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR
THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
| |
| | | |
| | | |
| | | |
| | |
| |
Three Months Ended | | |
Six Months Ended | |
| |
June 30, 2025 | | |
June 30, 2024 | | |
June 30, 2025 | | |
June 30, 2024 | |
| |
| | |
| | |
| | |
| |
Net Sales | |
$ | 6,559,455 | | |
$ | 7,006,000 | | |
$ | 13,628,497 | | |
$ | 13,261,908 | |
| |
| | | |
| | | |
| | | |
| | |
Cost of Goods Sold | |
| 4,961,489 | | |
| 4,831,673 | | |
| 9,721,913 | | |
| 10,380,138 | |
| |
| | | |
| | | |
| | | |
| | |
Gross Profit | |
| 1,597,966 | | |
| 2,174,327 | | |
| 3,906,584 | | |
| 2,881,770 | |
| |
| | | |
| | | |
| | | |
| | |
General and Administrative Expenses | |
| 1,744,216 | | |
| 2,015,783 | | |
| 3,524,382 | | |
| 4,130,326 | |
| |
| | | |
| | | |
| | | |
| | |
Income (Loss) from Operations | |
| (146,250 | ) | |
| 158,544 | | |
| 382,202 | | |
| (1,248,556 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other Income (Expense) | |
| | | |
| | | |
| | | |
| | |
Interest Expense, Including Amortization of Debt Issuance Costs | |
| (208,969 | ) | |
| (167,242 | ) | |
| (409,865 | ) | |
| (327,109 | ) |
Other Income | |
| 11,298 | | |
| 319,623 | | |
| 16,995 | | |
| 338,972 | |
| |
| | | |
| | | |
| | | |
| | |
Total Other (Expense) | |
| (197,671 | ) | |
| 152,381 | | |
| (392,870 | ) | |
| 11,863 | |
| |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
Provision (Benefit) for Income Taxes | |
| - | | |
| 29,082 | | |
| 9,588 | | |
| (309,393 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net (Loss) Income | |
$ | (343,921 | ) | |
$ | 281,843 | | |
$ | (20,256 | ) | |
$ | (927,300 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net Income (Loss) per Common Share | |
| | | |
| | | |
| | | |
| | |
Basic and diluted | |
$ | (0.01 | ) | |
$ | 0.01 | | |
$ | (0.00 | ) | |
$ | (0.03 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted Average Number of Common Shares Outstanding | |
| | | |
| | | |
| | | |
| | |
Basic and diluted | |
| 36,920,226 | | |
| 36,688,266 | | |
| 36,920,226 | | |
| 36,688,266 | |
The
accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
SYNTEC
OPTICS HOLDINGS, INC.
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR
THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
| |
| | |
| | |
Additional | | |
| | |
| |
| |
Common Stock | | |
Paid-In | | |
Retained | | |
| |
| |
Shares | | |
Amount | | |
Capital | | |
Earnings | | |
Total | |
| |
| | |
| | |
| | |
| | |
| |
Balances, January 1, 2025 | |
| 36,688,266 | | |
$ | 3,669 | | |
$ | 2,377,204 | | |
$ | 8,653,209 | | |
$ | 11,034,082 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net Income | |
| - | | |
| - | | |
| - | | |
| 323,665 | | |
| 323,665 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Stock-Based Compensation | |
| 231,960 | | |
| 23 | | |
| (23 | ) | |
| - | | |
| - | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balances, March 31, 2025 | |
| 36,920,226 | | |
| 3,692 | | |
| 2,377,181 | | |
| 8,976,874 | | |
| 11,357,747 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net Loss | |
| - | | |
| - | | |
| - | | |
| (343,921 | ) | |
| (343,921 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balances, June 30, 2025 | |
| 36,920,226 | | |
$ | 3,692 | | |
$ | 2,377,181 | | |
$ | 8,632,953 | | |
$ | 11,013,826 | |
| |
| | |
| | |
Additional | | |
| | |
| |
| |
Common Stock | | |
Paid-In | | |
Retained | | |
| |
| |
Shares | | |
Amount | | |
Capital | | |
Earnings | | |
Total | |
| |
| | |
| | |
| | |
| | |
| |
Balances, January 1, 2024 | |
| 36,688,266 | | |
$ | 3,669 | | |
$ | 1,927,204 | | |
$ | 11,132,869 | | |
$ | 13,063,742 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net Loss | |
| - | | |
| - | | |
| - | | |
| (1,209,143 | ) | |
| (1,209,143 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balances, March 31, 2024 | |
| 36,688,266 | | |
| 3,669 | | |
| 1,927,204 | | |
| 9,923,726 | | |
| 11,854,599 | |
Balances | |
| 36,688,266 | | |
| 3,669 | | |
| 1,927,204 | | |
| 9,923,726 | | |
| 11,854,599 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net Income | |
| - | | |
| - | | |
| - | | |
| 281,843 | | |
| 281,843 | |
Net Income (Loss) | |
| - | | |
| - | | |
| - | | |
| 281,843 | | |
| 281,843 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balances, June 30, 2024 | |
| 36,688,266 | | |
$ | 3,669 | | |
$ | 1,927,204 | | |
$ | 10,205,569 | | |
$ | 12,136,442 | |
Balances | |
| 36,688,266 | | |
$ | 3,669 | | |
$ | 1,927,204 | | |
$ | 10,205,569 | | |
$ | 12,136,442 | |
The
accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
Syntec
Optics Holdings, Inc.
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR
THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
| |
2025 | | |
2024 | |
Cash Flows From Operating Activities | |
| | | |
| | |
Net Loss | |
$ | (20,256 | ) | |
$ | (927,300 | ) |
Adjustments to Reconcile Loss to Net Cash (Used In) | |
| | | |
| | |
Provided By Operating Activities: | |
| | | |
| | |
Adjustments
to Reconcile (Loss) Income to Net Cash (Used In) Provided By Operating Activities: | |
| | | |
| | |
Depreciation and Amortization | |
| 1,387,427 | | |
| 1,385,606 | |
Amortization of Debt Issuance Costs | |
| 4,834 | | |
| 4,387 | |
Gain on Disposal of Property and Equipment | |
| - | | |
| (309,000 | ) |
Change in Allowance for Expected Credit Losses | |
| 75,727 | | |
| (24,395 | ) |
Change in Reserve for Obsolescence | |
| (18,881 | ) | |
| 291,576 | |
Deferred Income Taxes | |
| - | | |
| (357,994 | ) |
(Increase) Decrease in: | |
| | | |
| | |
Accounts Receivable | |
| (374,827 | ) | |
| 885,368 | |
Inventory | |
| (1,020,458 | ) | |
| (1,958,557 | ) |
Decrease in Federal Income Tax Receivable | |
| 179,376 | | |
| - | |
Prepaid Expenses and Other Assets | |
| 275,288 | | |
| 57,309 | |
Increase (Decrease) in: | |
| | | |
| | |
Accounts Payables and Accrued Expenses | |
| (344,470 | ) | |
| (993,406 | ) |
Federal Income Tax Payable | |
| - | | |
| (318,240 | ) |
Deferred Revenue | |
| (2,519 | ) | |
| 280,763 | |
| |
| | | |
| | |
Net Cash Provided By (Used In) Operating Activities | |
| 141,241 | | |
| (1,983,883 | ) |
| |
| | | |
| | |
Cash Flows From Investing Activities | |
| | | |
| | |
Purchases of Property and Equipment | |
| (604,772 | ) | |
| (254,767 | ) |
Proceeds from Disposal of Property and Equipment | |
| - | | |
| 309,000 | |
| |
| | | |
| | |
Net Cash (Used in) Provided in Investing Activities | |
| (604,772 | ) | |
| 54,233 | |
| |
| | | |
| | |
Cash Flows From Financing Activities | |
| | | |
| | |
(Repayments) Borrowing on Line of Credit, Net | |
| 500,000 | | |
| (273,729 | ) |
Borrowing on Debt Obligations | |
| - | | |
| 1,100,388 | |
Repayments on Debt Obligations | |
| (231,430 | ) | |
| (224,775 | ) |
Repayments on Finance Lease Obligations | |
| (116,741 | ) | |
| - | |
| |
| | | |
| | |
Net Cash Provided By Financing Activities | |
| 151,829 | | |
| 601,884 | |
| |
| | | |
| | |
Net Decrease in Cash | |
| (311,702 | ) | |
| (1,327,766 | ) |
| |
| | | |
| | |
Cash - Beginning | |
| 598,787 | | |
| 2,158,245 | |
| |
| | | |
| | |
Cash - Ending | |
$ | 287,085 | | |
$ | 830,479 | |
| |
| | | |
| | |
Supplemental Cash Flow Disclosures: | |
| | | |
| | |
| |
| | | |
| | |
Cash Paid for Interest | |
$ | 409,579 | | |
$ | 276,809 | |
| |
| | | |
| | |
Cash Paid for Taxes | |
$ | - | | |
$ | 537,510 | |
| |
| | | |
| | |
Supplemental Disclosures of Non-Cash Investing Activities: | |
| | | |
| | |
| |
| | | |
| | |
Assets Acquired and Included in Accounts Payable and Accrued Expenses | |
$ | 40,362 | | |
$ | 651,736 | |
| |
| | | |
| | |
Issuance of restricted stock from stock-based compensation | |
$ | 23 | | |
$ | - | |
The
accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
SYNTEC
OPTICS HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note
1 — Description of Organization and Business Operations
Nature
of Business
Syntec
Optics Holdings, Inc. (the “Company” or “Syntec Optics”) is a vertically integrated manufacturer of optics and
photonics components and sub-systems – from opto-mechanicals to optical elements of various geometries, diamond turned optics –
both prototype and production, and optical systems including optics assembly, electro-optics assembly, design, and coating. Sales are
made to customers in the United States and Europe in defense, medical, and consumer end-markets. The Company has one reporting segment
as its operating segments meet the requirements for aggregation.
Note
2 — Summary of Significant Accounting Policies
The
Company has provided a discussion of significant accounting policies, estimates and judgements in its 2024 Annual Report. There have
been no changes to the Company’s significant accounting policies since December 31, 2024.
Basis
of Presentation
The
accompanying interim unaudited condensed consolidated financial statements have been prepared by the Company in United States (“U.S.”)
dollars and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”), the instructions
to Form 10-Q and the provisions of Regulation S-X pertaining to interim financial statements. Accordingly, certain information and footnote
disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the U.S.
have been condensed or omitted. The interim unaudited condensed consolidated financial statements and notes included in this report should
be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2024. In the opinion of management, these interim unaudited condensed consolidated financial statements
include all adjustments and accruals of a normal and recurring nature necessary to fairly state the results of the interim periods presented.
The results for interim periods are not necessarily indicative of results to be expected for the full year or for any future periods.
SYNTEC
OPTICS HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note
3 — Disaggregated Revenues
The
following table disaggregates revenue by revenue recognition methodologies for the three and six months ended June
30:
Schedule
of Disaggregated Revenues
| |
| | | |
| | | |
| | | |
| | |
| |
Three Months Ended June 30 | | |
Six Months Ended June 30 | |
| |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| |
| | |
| | |
| | |
| |
Products | |
$ | 6,347,882 | | |
$ | 6,947,620 | | |
$ | 13,268,104 | | |
$ | 13,198,323 | |
Custom Tooling | |
| 89,573 | | |
| 15,443 | | |
$ | 208,393 | | |
| 19,648 | |
Non-Recurring Engineering | |
| 122,000 | | |
| 42,937 | | |
| 152,000 | | |
| 43,937 | |
| |
| | | |
| | | |
| | | |
| | |
Total | |
$ | 6,559,455 | | |
$ | 7,006,000 | | |
$ | 13,628,497 | | |
$ | 13,261,908 | |
Syntec
Optics’ management periodically reviews its revenues by its consumer, communication, medical, and defense end-markets. The purpose
of this analysis is to determine its end market mix and identify trends. The following table disaggregates revenue as outlined above
for the three and six months ended June 30:
| |
| | | |
| | | |
| | | |
| | |
| |
Three Months Ended June 30 | | |
Six Months Ended June 30 | |
| |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| |
| | |
| | |
| | |
| |
Communication | |
$ | 945,307 | | |
$ | 626,549 | | |
$ | 2,806,685 | | |
$ | 2,683,811 | |
Consumer | |
| 1,522,032 | | |
| 2,525,120 | | |
| 2,685,322 | | |
| 3,763,105 | |
Defense | |
| 1,409,932 | | |
| 1,227,483 | | |
| 2,968,434 | | |
| 2,420,798 | |
Medical | |
| 2,682,184 | | |
| 2,626,848 | | |
| 5,168,057 | | |
| 4,394,195 | |
| |
| | | |
| | | |
| | | |
| | |
Total | |
$ | 6,559,455 | | |
$ | 7,006,000 | | |
$ | 13,628,497 | | |
$ | 13,261,908 | |
Disaggregated Revenues | |
$ | 6,559,455 | | |
$ | 7,006,000 | | |
$ | 13,628,497 | | |
$ | 13,261,908 | |
SYNTEC
OPTICS HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note
4 — Inventory
Inventory
consists of the following at June 30, 2025 and December 31, 2024:
Schedule
of Inventory
| |
2025 | | |
2024 | |
| |
| | |
| |
Raw Materials | |
$ | 599,731 | | |
$ | 487,405 | |
Work-in-Process | |
| 7,748,686 | | |
| 6,815,425 | |
Finished Goods | |
| 233,515 | | |
| 153,353 | |
Inventory gross | |
| 8,581,932 | | |
| 7,456,183 | |
Less: Reserve for Obsolescence | |
| 589,315 | | |
| 502,905 | |
| |
| | | |
| | |
Inventory | |
$ | 7,992,617 | | |
$ | 6,953,278 | |
Note
5 — Property and Equipment
Property
and equipment consists of the following at June 30, 2025 and December 31, 2024:
Schedule
of Property and Equipment
| |
2025 | | |
2024 | |
| |
| | |
| |
Machinery and Equipment | |
$ | 34,528,631 | | |
$ | 34,430,556 | |
Building and Leasehold Improvements | |
| 5,483,617 | | |
| 5,483,616 | |
Land | |
| 130,000 | | |
| 130,000 | |
Office Furniture and Equipment | |
| 2,295,749 | | |
| 2,295,749 | |
Tooling | |
| 169,308 | | |
| 163,381 | |
Vehicles | |
| 24,059 | | |
| 24,059 | |
Property and Equipment, Gross | |
| 42,631,364 | | |
| 42,527,361 | |
Less: Accumulated Depreciation | |
| 32,245,929 | | |
| 30,858,502 | |
| |
| | | |
| | |
Property and Equipment, Net | |
$ | 10,385,435 | | |
$ | 11,668,859 | |
Depreciation
expenses were approximately $676,600 and $675,200 for the three months ended June 30, 2025 and 2024, respectively, and $1,387,427 and
$1,385,606 for the six months ended June 30, 2025 and 2024, respectively.
SYNTEC
OPTICS HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note
6 — Line of Credit
The
Company has a line of credit available in the amount of $8,000,000
with M&T Bank (the “Credit Agreement”). Borrowings
may be made against the line of credit as Secured Overnight Financing Rate (“SOFR”) Loans. The weighted average rate on outstanding
borrowings as of June 30, 2025 was 7.31%.
As of both June 30, 2025 and December 31, 2024, the Company had $6,763,863
and $6,263,863,
respectively, outstanding under the line of credit facility.
The
Credit Agreement contains customary covenants and restrictions on the Company’s ability to engage in certain activities and
financial covenants requiring the Company to maintain certain financial ratios. At June 30, 2025, the Company was in compliance with
the minimum fixed charge coverage ratio, the maximum total leverage ratio, and the minimum EBITDA requirement as defined in the
Credit Agreement. It is our expectation to file future 10-K and 10-Q filings in a timely manner.
Note
7 — Long-Term Debt
Long-term
debt consists of the following at June 30, 2025 and December 31, 2024:
Schedule
of Long Term Debt Maturities
| |
2025 | | |
2024 | |
| |
| | |
| |
The Company entered into a Line of Credit agreement which has a maturity date of November 8, 2026. See details in
note 6. | |
$ | 6,763,863 | | |
$ | 6,263,863 | |
The Company entered into a $863,607 mortgage note payable, securitized by the Company’s real estate and cross-collateralized with all Company assets, with M&T Bank, requiring monthly installments of $7,389, including interest at a fixed rate of 6.13%. The note matures in February 2029. | |
$ | 816,188 | | |
$ | 836,815 | |
| |
| | | |
| | |
The Company entered into a $236,781 term note payable with M&T Bank, requiring monthly principal installments of $3,385, plus interest at a fixed rate of 6.05%. The note matures in March 2029. | |
| 184,359 | | |
| 205,829 | |
| |
| | | |
| | |
The Company entered into a $1,775,000 term note payable with M&T Bank, requiring monthly principal installments of $34,886 plus interest at a fixed rate of 6.59%. The note matures in November 2028. | |
| 1,272,970 | | |
| 1,436,662 | |
| |
| | | |
| | |
The Company entered into a $1,064,000 term note payable with the U.S. Small Business Administration, requiring monthly installments of $6,652, including fees and interest at a fixed rate of 2.22%. The note matures in June 2036. The note is secured by certain assets of the Company and a personal guaranty of the Company’s stockholder. | |
| 642,365 | | |
| 668,006 | |
| |
| | | |
| | |
Total Long-Term Debt | |
| 2,915,882 | | |
| 3,147,312 | |
| |
| | | |
| | |
Less: Unamortized Debt Issuance Costs | |
| 59,924 | | |
| 64,758 | |
| |
| | | |
| | |
Long-Term Debt, Less Unamortized Debt Issuance Costs | |
| 2,855,958 | | |
| 3,082,554 | |
| |
| | | |
| | |
Less: Current Maturities | |
| 482,973 | | |
| 467,742 | |
| |
| | | |
| | |
Long-Term Debt | |
$ | 2,372,985 | | |
$ | 2,614,812 | |
At
June 30, 2025, the future debt maturities are as follows:
Schedule
of Long Term Future Debt Maturities
| |
| | |
December 31, 2025 (remainder of year) | |
$ | 353,808 | |
2026 | |
| 497,991 | |
2027 | |
| 529,310 | |
2028 | |
| 492,668 | |
2029 | |
| 117,261 | |
Thereafter | |
| 924,844 | |
Total | |
$ | 2,915,882 | |
SYNTEC
OPTICS HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note
8 — Retirement Plan
The
Company maintains a 401(k) retirement plan covering eligible employees of the Company and its affiliate. Under
the plan, participants may defer a percentage of their annual compensation, with Syntec Optics matching 50% of employee
contributions not to exceed 6% of annual compensation. Total contributions for the Company for the three months ended June
30, 2025 and 2024 amounted to $45,000 and
$50,000,
respectively, and for the six months ended June 30, 2025 and 2024 were approximately $93,000
and $95,000,
respectively.
Note
9 — Income Taxes
The
income tax provision for interim periods is determined using an estimate of the annual effective tax rate, adjusted for discrete items,
if any, that are taken into account in the relevant period. Each quarter, the estimate of the annual effective tax rate is updated, and
if the estimated effective tax rate changes, a cumulative adjustment is made.
The
effective income tax rate was 20.3% and 25.0% for the six months ended June 30, 2025 and 2024, respectively.
Note
10 — Leases
During
2024, the Company entered into finance lease agreements for equipment utilized in its manufacturing facility.
The
components of operating and finance lease costs are as follows for the three months ended June 30:
Schedule of Operating Lease and Finance Lease Costs
| |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| |
Three Months ended June 30 | | |
Six Months ended June 30 | |
| |
2025 | | |
2024 | | |
2025 | | |
2024 | |
Finance Lease Cost: | |
| | | |
| | | |
| | | |
| | |
Amortization of assets | |
$ | 82,157 | | |
$ | - | | |
$ | 164,314 | | |
$ | - | |
Interest on liabilities | |
| 40,073 | | |
| - | | |
| 81,837 | | |
| - | |
| |
| | | |
| | | |
| | | |
| | |
Total lease cost | |
$ | 122,230 | | |
$ | - | | |
$ | 246,151 | | |
$ | - | |
Supplemental
cash flow information related to leases are as follows for the three months ended June 30:
Schedule of Cash Flow Information Related To Leases
| |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| |
Three Months ended June 30 | | |
Six Months ended June 30 | |
| |
2025 | | |
2024 | | |
2025 | | |
2024 | |
Cash paid for amounts included in measurement of lease obligations: | |
| | |
| | |
| | |
| |
Operating cash flows from operating leases | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
Operating cash flows from finance leases | |
$ | 40,073 | | |
$ | - | | |
$ | 81,837 | | |
$ | - | |
Financing cash flows from finance leases | |
$ | 88,576 | | |
$ | - | | |
$ | 115,300 | | |
$ | - | |
The
following table summarizes weighted average remaining lease term and discount rates as of June 30, 2025, and December 31, 2024:
Schedule of Weighted Average Remaining Lease Term
| |
2025 | | |
2024 | |
Weighted average remaining lease term (years) | |
| | | |
| | |
Operating leases | |
| N/A
| | |
| N/A | |
Finance leases | |
| 4.51 | | |
| 5.00 | |
Weighted average discount rate | |
| | | |
| | |
Operating leases | |
| N/A | | |
| N/A
| |
Finance leases | |
| 8.4 | % | |
| 8.4 | % |
Future
maturities of our lease liabilities are as follows as of June 30, 2025:
Schedule of Future Maturities of Lease Liabilities
| |
| | |
2025 remainder of year | |
$ | 256,762 | |
2026 | |
| 513,525 | |
2027 | |
| 513,525 | |
2028 | |
| 513,525 | |
2029 | |
| 513,525 | |
Thereafter | |
| 128,380 | |
Total Undiscounted Lease Obligations | |
| 2,439,242 | |
Less: Imputed Interests | |
| 487,532 | |
| |
| | |
Present Value of Lease Obligations | |
$ | 1,951,710 | |
SYNTEC
OPTICS HOLDINGS, INC.
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note
11 — Warrants
The
following tables presents a roll-forward of the Company’s warrants from December 31, 2024 to June 30, 2025:
Schedule of Warrant
| |
Common Stock Warrants | |
| |
| |
Warrants outstanding, December 31, 2024, 2025 | |
| 14,107,989 | |
Warrants exercised | |
| - | |
Warrants outstanding, June 30, 2025 | |
| 14,107,989 | |
Note
12 — Income (Loss) Per Share
The
following table sets forth the information needed to compute basic and diluted (loss) earnings per share for the three and six months
ended June 30, 2025 and 2024:
Schedule of Basic And Diluted (Loss) Earnings Per Share
| |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| |
Three months ended June 30, | | |
Six months ended June 30, | |
| |
2025 | | |
2024 | | |
2025 | | |
2024 | |
Basic and diluted net income (loss) per share | |
| | | |
| | | |
| | | |
| | |
Numerator: | |
| | | |
| | | |
| | | |
| | |
Net (loss) income | |
$ | (343,921 | ) | |
$ | 281,843 | | |
$ | (20,256 | ) | |
$ | (927,300 | ) |
| |
| | | |
| | | |
| | | |
| | |
Denominator | |
| | | |
| | | |
| | | |
| | |
Weighted-average shares outstanding | |
| 36,920,226 | | |
| 36,688,266 | | |
| 36,920,226 | | |
| 36,688,266 | |
Basic and diluted net (loss) income per share | |
$ | (0.01 | ) | |
$ | 0.01 | | |
$ | (0.00 | ) | |
$ | (0.03 | ) |
Note that there were no potentially dilutive shares
that were excluded from the weighted-average share calculation as of June 30, 2025 and 2024.
Note
13 — Significant Customers
For
the three months ended June 30, 2025, the Company generated 43% of revenues from three customers. For the six months ended June 30, 2025,
the Company generated 41% of revenues from three customers. These three customers are in different end-markets utilizing diverse manufacturing
capabilities from the Company. The outstanding accounts receivable due from these customers were approximately $2.8 million as of June 30,2025
For the
three and six months ended June 30, 2024, the Company generated 53%
of revenues from three customers. The outstanding accounts receivable due from these customers were approximately $3.5
million as of June 30, 2024.
Note 14 Segment reporting
The Company operates as one operating segment. The
Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer, who reviews the financial statements
on a consolidated basis. The CODM uses the Company’s long-range plan to allocate resources. The CODM makes decisions on resource
allocation, assessments of performance, and monitors budget versus actual results using consolidated loss from operations.
Significant expenses within loss from operations, as well as within net
loss, include general and administrative expenses, and other expenses which are each separately presented on the Company’s Consolidated
Statements of Operations and Comprehensive Loss.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The
information in this Management’s Discussion and Analysis should be read in conjunction with the accompanying unaudited condensed
financial statements and notes.
Cautionary
Note Regarding Forward-Looking Statements
This
report includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and the Private Securities Litigation Reform Act of 1995. The words “believe,” “may,”
“estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,”
“could,” “target,” “potential,” “is likely,” “will,” “expect”
and similar expressions are intended to identify forward-looking statements. All statements other than statements of historical facts
contained in this report, including among others, our strategy, future operations, future financial position, future revenue, projected
costs, prospects, plans, objectives of management and expected market growth are forward-looking statements. Our actual results and financial
condition may differ materially from those express or implied in such forward-looking statements. Therefore, you should not rely on any
of these forward-looking statements.
For
a further list and description of various risks, relevant factors and uncertainties that could cause future results or events to differ
materially from those expressed or implied in our forward-looking statements, see the “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” sections in this report, our Annual Report on Form 10-K
for the fiscal year ended December 31, 2024 and our other filings with the Securities and Exchange Commission (the “SEC”).
All forward-looking statements in this report are made only as of the date hereof or as indicated and represent our views as of the date
of this report. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible
for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the
result of new information, future events or otherwise, except as required by law.
Overview
Syntec
Optics is vertically integrated from design and component manufacturing for lens system assembly to imaging module integration for system
solutions. Making our own tools, molding, and nanomachining allows close interaction and recut ability, enabling special techniques to
hold tolerances up to sub-micron level. Syntec has assembled a world class design for manufacturability team to augment its production
team with deep expertise to fully leverage our vertical integration from component making to optics and electronics assembly. Syntec
Optics has steadily developed variety of other complementary manufacturing techniques to provide a wide suite of horizontal capabilities
including thin films deposition coatings, glass molding, polymer molding, tool-making, mechanicals manufacturing, and nanomachining.
Syntec
became a leader in the industry by pioneering polymer-based optics and then subsequently adding glass optics and optics made from other
materials including crystals and metals. Polymer-based optics provide numerous advantages compared to incumbent glass-based optics. Polymer-based
optics are smaller, lower weight, lower cost, and offer very high-performance optical solutions. For all these reasons, Syntec is able
to deliver products to our clients that are lighter, smaller, and suitable for cutting edge technology products, including the newly
evolving silicon photonics industry.
Our
designs and assembly processes are developed in-house in the United States. In 2016, Syntec Optics expanded its manufacturing facility
to nearly 90,000 square-feet, allowing us to increase our production capacity and offer additional advanced manufacturing processes under
one roof which provide us the ability to increase sales to existing customers and increase penetration of our end-markets. Our facility
provides a streamlined, partially autonomous production process for our current customers, which comprises optical assembly, electro-optics
assembly, polymer optics molding, glass optics molding, opto-mechanical assembly, nanomachining and thin films coating. Our facility
also provides availability to expand the number of advanced manufacturing processes to handle increased volumes of existing and new customer
orders.
Syntec
Optics focuses on four end markets of defense, medical, consumer, and communications all with several mission-critical applications with
strong tailwinds.
In
2023, Syntec Optics launched low weight night vision optics and further, announced hybrid light-weight magnifier and thermal clip on
in the defense end market. Also, in 2023, Syntec Optics announced biomedical mirrors for sensing in the medical end market. Rounding
out new product launches for 2023, in the communication end market, Syntec Optics launched microlens arrays and low earth satellite optics.
Key
Factors Affecting Our Operating Results
Our
financial position and results of operations depend to a significant extent on the following factors:
End
Market Consumers
The
demand for our products ultimately depends on demand from customers in our current end markets. We generate sales through (1) Tier 1
suppliers and (2) through OEMs.
An
increasing proportion of our sales has been and is expected to continue to be derived from sales to defense. biomedical and industrial/consumer
OEMs, driven by continued efforts to develop and expand sales to OEMs with whom we have longstanding relationships. Future OEM sales
will be subject to risks and uncertainties, including the number of defense, biomedical and industrial/consumer products these OEMs manufacture
and sell, which in turn may be driven by the expectations these OEMs have around end market demand.
Demand
from end markets is impacted by a number of factors, including travel restrictions (global pandemics or geo-political conflicts), fuel
costs and energy demands (including an increasing trend towards the use of green energy), as well as overall macro-economic conditions.
Sales of our optics and photonics enabled components and sub-components have also benefited from the increased global conflict, the United
States dynamic relationships with other world powers that may have a conflicting view with western-style democracy, the movement towards
reshoring of advanced manufacturing, biomedical components and sub-components needed to support physicians in their battle against global
pandemics, and the increased global demand for high-fidelity data communications on all corners of the globe.
Syntec
Optics plans to further add bolt-on acquisitions for inorganic growth in the fragmented photonics industry by expanding our portfolio
of our existing, U.S.-based, advanced manufacturing processes of making thin-film coated glass, crystal, or polymer components and their
housings, which are ultimately assembled into high performance hybrid electro-optics sub-systems. By doing so, Syntec Optics plans to
grow to the new end markets of communications and sensing. Syntec Optics entered the communications end market in 2023. Syntec Optics
is currently engaged as a supplier for a U.S. Department of Commerce’s National Institute of Standards and Technology (NIST) funded
research and development project for the sensing end market. The communication end market is characterized by the use of optics and photonics
for data transmittal and reception of information, including, for example, satellite communications and other associated applications.
The sensing end-market is characterized by the use of optics and photonics to detect scattered light or light with an altered refractive
index due to the presence of a medium within a wide range of potential applications, including, for example, disease detection and other
associated applications.
Supply
We
currently rely on strategically selected electronics, highly engineered polymers and aluminum manufacturers located in the United States
to manufacture our highly specialized optic and photonics enabled components and sub-components, and we intend to continue to rely on
these suppliers going forward. Our close working relationships with our Unites States based suppliers, reflected in our ability to (x)
increase our purchase order volumes (qualifying us for related volume-based discounts) and (y) order and receive delivery of raw materials
in anticipation of required demand, has helped us moderate increased supply-related costs associated with inflation and to avoid potential
shipment delays. To mitigate against potential adverse production events, we opted to build our inventory of key raw materials. In connection
with these stockpiling activities, we experienced an increase in prepaid inventory compared to prior periods as suppliers required upfront
deposits in response to supply chain disruptions.
As
a result of the active steps we have taken to manage our inventory levels, we have not been subject to the shortages or price impacts
that have been present for manufacturers of optic and photonic enabled components or sub-components.
Product
and Customer Mix
Our
sales consist of sales of highly specialized optic and photonic enabled components and sub-components. These products are sold to different
customer types (e.g., OEMs and Tier 1 manufacturers) and at different prices and involve varying levels of costs. In any particular period,
changes in the mix and volume of particular products sold and the prices of those products relative to other products will impact our
average selling price and our cost of goods sold. The price of our products may also increase as a result of increases in the cost of
components due to inflation, labor and raw materials. In addition, revenues from these larger
customers may fluctuate from time to time based on these customers’ business needs and customer experience, the timing of which
may be affected by market conditions or other factors outside of our control. These customers have a broad product purchase mix across
various departments of Syntec Optics. Syntec Optics supplies several mission critical components and sub-components to these customers
that are not tied to a single application, customer initiative, or purchase order. We expect sales to increase as we further advance
our full-system design expertise and product offerings and customers increasingly demand more sophisticated systems, rather than drop-in
replacements. In addition to the impacts attributable to the general sales mix across our products, our results of operations are impacted
by the relative margins of products sold. As we continue to introduce new products at varying price points, our overall gross margin
may vary from period to period as a result of changes in product and customer mix.
Production
Capacity
All
of our design, advanced manufacturing and assembly currently takes place at our nearly 90,000 square foot headquarters and manufacturing
facility located in Rochester, New York. We currently operate optical, opto-mechanical and electro-optical assembly lines in addition
to molding, nanomachining, testing and thin-film production lines. Consistent with our operating history, we plan to continue to automate
additional aspects of our advanced manufacturing operations. Our existing facility has the capacity to add additional production lines
and construct and operate pilot production lines for new components and sub-components, all designed to maximize the capacity of our
manufacturing facility. Although our automation efforts are expected to reduce our costs of goods, we may not fully recognize the anticipated
savings when planned and could experience additional costs or disruptions to our production activities.
Competition
We
compete with traditional glass optic manufacturers and electro-optic manufacturers, who primarily either import their products or components
or manufacture products under a private label. As we continue to expand into new markets, develop new products and move towards production
of our polymer based and glass-polymer based optic hybrids and photonics enabled components and sub-components, we will experience competition
with a wider range of companies. These competitors may have greater resources than we do and may be able to devote greater resources
to the development of their current and future technologies. Our competitors may be able to source materials and components at lower
costs, which may require us to evaluate measures to reduce our own costs, lower the price of our products or increase sales volumes in
order to maintain our expected levels of profitability.
Research
and Development
Our
research and development are primarily focused on the advanced manufacturing of polymer and glass-polymer based optic and photonics enabled
components and sub-components. The next stage in our technical development is to construct our products to optimize performance, lower
weight and increase longevity to meet and exceed industry standards for our target end markets. Ongoing testing and optimizing of more
complicated systems and sub-systems for our existing end markets will assist us in increasing penetration in our current end markets
and expanding into targeted end markets.
Components
of Results of Operations
Net
Sales
Net
sales are primarily generated from the sale of our optics and photonics enabled components and sub-components to OEMs.
Cost
of Goods Sold
Cost
of goods sold includes the cost of raw materials and other components of our optic and photonic enabled components and sub-components,
labor, overhead, utilities, and depreciation and amortization.
Gross
Profit
Gross
profit, calculated as net sales less cost of goods sold, may vary between periods and is primarily affected by various factors including
average selling prices, product costs, product mix, customer mix and production volumes.
Operating
Expenses
General
and Administrative
General
and administrative costs include personnel-related expenses attributable to our executive, finance, human resources, selling and marketing,
and information technology organizations, certain facility costs, office related depreciation, and fees for professional services.
Total
Other Income (Expense)
Other
income (expense) consists primarily of interest expense and debt issuance costs.
Results
of Operations
Comparisons
for the Three Months Ended and Six Months Ended June 30, 2025 and 2024
The
following table sets forth our results of operations for the three months ended June 30, 2025 and 2024, respectively. This data should
be read together with our financial statements and related notes included elsewhere in this Quarterly Report and is qualified in its
entirety by reference to such financial statements and related notes.
| |
Three Months Ended | |
| |
June 30, 2025 | | |
% Net Sales | | |
June 30, 2024 | | |
% Net Sales | |
Net Sales | |
$ | 6,559,455 | | |
| 100 | % | |
$ | 7,006,000 | | |
| 100 | % |
Cost of Goods Sold | |
| 4,961,489 | | |
| 76 | % | |
| 4,831,673 | | |
| 69 | % |
Gross Profit | |
| 1,597,966 | | |
| 24 | % | |
| 2,174,327 | | |
| 31 | % |
General and Administrative Expenses | |
| 1,744,216 | | |
| 27 | % | |
| 2,015,783 | | |
| 29 | % |
(Loss) Income from Operations | |
| (146,250 | ) | |
| -2 | % | |
| 158,544 | | |
| 2 | % |
Other Income (Expense) | |
| | | |
| | | |
| | | |
| | |
Interest Expense, Including Amortization of Debt Issuance Costs | |
| (208,969 | ) | |
| -3 | % | |
| (167,242 | ) | |
| -2 | % |
Other Income | |
| 11,298 | | |
| 0 | % | |
| 319,623 | | |
| 5 | % |
Total Other Income (Expense), Net | |
| (197,671 | ) | |
| -3 | % | |
| 152,381 | | |
| 2 | % |
(Loss) Income Before Provision for (Benefit) Income Taxes | |
| (343,921 | ) | |
| -5 | % | |
| 310,925 | | |
| 4 | % |
Provision (Benefit) for Income Taxes | |
| - | | |
| 0 | % | |
| 29,082 | | |
| 0 | % |
Net (Loss) Income | |
$ | (343,921 | ) | |
| -5 | % | |
$ | 281,843 | | |
| 4 | % |
| |
Six Months Ended | |
| |
June 30, 2025 | | |
% Net Sales | | |
June 30, 2024 | | |
% Net Sales | |
Net Sales | |
$ | 13,628,497 | | |
| 100 | % | |
$ | 13,261,908 | | |
| 100 | % |
Cost of Goods Sold | |
| 9,721,913 | | |
| 71 | % | |
| 10,380,138 | | |
| 78 | % |
Gross Profit | |
| 3,906,584 | | |
| 29 | % | |
| 2,881,770 | | |
| 22 | % |
General and Administrative Expenses | |
| 3,524,382 | | |
| 26 | % | |
| 4,130,326 | | |
| 31 | % |
Income (Loss) from Operations | |
| 382,202 | | |
| 3 | % | |
| (1,248,556 | ) | |
| -9 | % |
Other Income (Expense) | |
| | | |
| | | |
| | | |
| | |
Interest Expense, Including Amortization of Debt Issuance Costs | |
| (409,865 | ) | |
| -3 | % | |
| (327,109 | ) | |
| -2 | % |
Other Income | |
| 16,995 | | |
| 0 | % | |
| 338,972 | | |
| 3 | % |
Total Other (Expense) | |
| (392,870 | ) | |
| -3 | % | |
| 11,863 | | |
| 0 | % |
Loss Before Provision for (Benefit) Income Taxes | |
| (10,668 | ) | |
| 0 | % | |
| (1,236,693 | ) | |
| -9 | % |
Provision (Benefit) for Income Taxes | |
| 9,588 | | |
| 0 | % | |
| (309,393 | ) | |
| -2 | % |
Net Loss | |
$ | (20,256 | ) | |
| 0 | % | |
$ | (927,300 | ) | |
| -7 | % |
Net
Sales
Net
sales decreased by $0.4 million, or 6.4%, to $6.6 million for the three months ended June 30, 2025, as compared to $7.0 million for the
three months ended June 30, 2024. This decrease was primarily due to decreases in consumer markets of $1.0 million partially offset by increases in
communications markets of $0.3 million and in defense of $0.2 million.
Net
sales increased by $0.4 million, or 2.8%, to $13.6 million for the six months ended June 30, 2025, as compared to $13.3 million for
the six months ended June 30, 2024. This increase was primarily due to an increase of $1.4 million spread across the defense,
medical and communication end markets, offset by a decrease in the consumer market of $1.0 million.
Cost
of Goods Sold
Cost
of revenue increased by $0.2 million, to $5.0 million for the three months ended June 30, 2025, as compared to $4.8 million for the
three months ended June 30, 2024. This increase was primarily due to an increase of in material costs. For six months ending June
30, 2025 the cost of revenue decreased by $0.7 million driven by decreases in manufacturing overhead costs partially offset by an
increase in material costs.
Gross
Profit
Gross
profit decreased by $0.6 million, or 26.5%, to $1.6 million for the three months ended June 30, 2025, as compared to $2.2 million
for the three months ended June 30, 2024. This decrease was primarily due to the decrease in revenue and the increase in costs
of goods sold. For the six months ending June 30, 2025 gross profit increased by $1.0 million driven by both the volume increase and the
reductions in manufacturing overhead costs.
General
and Administrative Expenses
General
and administrative expenses decreased by $0.3 million, or 13.5%, to $1.7 million for the three months ended June 30, 2025, as
compared to $2.0 million for the three months ended June 30, 2024. This decrease was primarily due to an approximately $0.04 million decrease
in computer and supplies, a $0.13 million decrease in professional fees, a $0.02 million reduction in health care costs and a $0.07 million savings in
advertising and marketing expenses. For the six months ending June 30, 2025 general and administrative expenses of $3.5 million were down $0.6 million
from 2024 driven by a $0.4 million decrease in outside services and consulting, $0.1 million decrease in insurance costs, and a $0.1 million
decrease in travel expenses.
Total
Other Income (Loss)
Other
income (expense) decreased by $0.35 million or (230%) to a $0.2 million expense for the three months ended June 30, 2025. This
decrease was primarily due to a book gain on the sale of assets in 2024. Other expenses for the six months ended June 30, 2025 of
$0.4 million increased by $0.4 million for primarily the same reason.
Income
Tax Expense (Benefit)
Income
tax expense decreased by $0.03 million, to zero for the three months ended June 30, 2025, as compared to $0.03 million
for the three months ended June 30, 2024. This decrease was primarily due to the decrease in net income. For the six months ended June 30, 2025 income tax expense of $0.09 million compared to an income tax benefit of
$0.3 million in 2024. The increase in income tax expense was driven by the increased profitability.
Net
Income (Loss)
Net
loss decreased by $0.6 million, or 222%, to $0.3 million for the three months ended June 30, 2025, as compared to a $0.3 million net
income for the three months ended June 30, 2024. This decrease was primarily due to a decline in sales of $0.4 million, an increase
in cost of goods sold of $0.1 million, an increase in interest expense of $0.42 million and a reduction of other income of $0.3
million, offset by a decrease in general and administrative expenses of $0.2 million and an increase in other income (expense) of
$0.03 million.
For
the six months ended June 30, 2025, Net loss decreased by $0.9 million to $0.02 million as compared to $0.9 million net loss in
2024. The decrease was driven by a $1.0 million increase in gross profit and a $0.6 million decrease in general and administrative
costs, partially offset by a $0.4 million reduction in other expenses and a $0.3 million increase in income tax expense.
Critical Accounting Estimates
Our
condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United
States. The preparation of these condensed consolidated financial statements requires us to make judgments and estimates that affect
the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities in our financial
statements. We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable
under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Our actual results may differ from these estimates under different assumptions or conditions.
On a recurring basis, we evaluate our judgments and estimates in light of changes in circumstances, facts, and experience. The effects
of material revisions in an estimate, if any, will be reflected in the consolidated financial statements prospectively from the date
of the change in the estimate.
We
believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our
financial statements.
Inventory
Valuation
We
periodically review physical inventory for excess, obsolete, and potentially impaired items and reserves. Any such inventory is written
down to net realizable value. The reserve estimate for excess and obsolete inventory is dependent on expected future use and requires
management judgement.
Income
Taxes
We
account for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized
for the future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities using enacted
rates. The effect of a change in tax rates on deferred taxes is recognized in income in the period that includes the enactment date.
We
recognize the financial statement effect of an uncertain income tax position when it is more likely than not, based on the technical
merits, that the position will be sustained upon examination. Recognized income tax positions are measured at the largest amount that
is greater than 50% likely to be realized. A valuation allowance is recorded to reduce deferred income tax assets to an amount, which
in the opinion of management is more likely than not to be realized.
Management
judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities, and any valuation allowance
recorded against our deferred tax assets. We consider factors such as the cumulative income or loss in recent years; reversal of deferred
tax liabilities; projected future taxable income exclusive of temporary differences; the character of the income tax asset, including
income tax positions; tax planning strategies and the period over which we expect the deferred tax assets to be recovered in the determination
of the valuation allowance. In the event that actual results differ from these estimates, or we adjust our estimates in the future, we
may need to adjust our valuation allowance, which could materially impact our financial position and results of operations.
Non-GAAP
Financial Measures
This
Quarterly Report includes a non-generally accepted account principles within the United States (“U.S. GAAP”) measure that
we use to supplement our results presented in accordance with U.S. GAAP. EBITDA is defined as earnings before interest and other income,
tax and depreciation and amortization. Adjusted EBITDA is calculated as EBITDA adjusted for non-recurring items, and business combination
expenses. Adjusted EBITDA is a performance measure that we believe is useful to investors and analysts because it illustrates the underlying
financial and business trends relating to our core, recurring results of operations and enhances comparability between periods.
Adjusted
EBITDA is not a recognized measure under U.S. GAAP and is not intended to be a substitute for any U.S. GAAP financial measure and, as
calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within
the same industry. Investors should exercise caution in comparing our non-GAAP measure to any similarly titled measure used by other
companies. This non-GAAP measure excludes certain items required by U.S. GAAP and should not be considered as an alternative to information
reported in accordance with U.S. GAAP.
Adjusted
EBITDA
We
define adjusted EBITDA, a non-GAAP financial measure, as net earnings (loss) before interest and other expenses, net, income tax expense,
depreciation and amortization, as adjusted to exclude non-recurring items. We utilize adjusted EBITDA as an internal performance measure
in the management of our operations because we believe the exclusion of these non-cash and non-recurring charges allow for a more relevant
comparison of our results of operations to other companies in our industry and is in accordance with the Non-GAAP Financial Measures
Compliance & Disclosure Interpretations (Reference Question 102.03).
The Company has identified several non-recurring items included in our non-GAAP adjusted EBITDA financial measure.
These items encompass management fees, professional & transaction fees, technology start-up costs, optical molding evaluation expenses,
glass molding evaluation expenses, and executive transition expenses.
The
table below presents our adjusted EBITDA, reconciled to net income for the three and six months ended June 30, 2025 and 2024.
NON-GAAP RECONCILIATION OF EBITDA
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
| |
Three Months Ended | | |
Six Months Ended | |
| |
June 30, 2025 | | |
June 30, 2024 | | |
June 30, 2025 | | |
June 30, 2024 | |
Net (Loss) Income | |
$ | (343,921 | ) | |
$ | 281,843 | | |
$ | (20,256 | ) | |
$ | (927,300 | ) |
Depreciation & Amortization | |
| 676,623 | | |
| 692,194 | | |
| 1,387,427 | | |
| 1,389,993 | |
Debt Issuance Costs | |
| 2,418 | | |
| - | | |
| 4,834 | | |
| - | |
Interest Expenses | |
| 207,623 | | |
| 164,828 | | |
| 409,579 | | |
| 322,722 | |
Taxes | |
| - | | |
| 29,082 | | |
| 9,588 | | |
| (309,393 | ) |
Non-Recurring Items | |
| | | |
| | | |
| | | |
| | |
Executive Transition | |
| 135,246 | | |
| - | | |
| 249,189 | | |
| - | |
One time Contract exit costs | |
| 11,750 | | |
| - | | |
| 21,063 | | |
| - | |
Non-recurring property damage | |
| - | | |
| - | | |
| 21,261 | | |
| - | |
Professional & Transaction Fees | |
| - | | |
| - | | |
| - | | |
| 25,265 | |
Technology Start-up Costs | |
| - | | |
| - | | |
| - | | |
| 165,034 | |
Optical Molding Evaluation Expenses | |
| - | | |
| - | | |
| - | | |
| 38,104 | |
Glass Molding Evaluation Expenses | |
| - | | |
| - | | |
| - | | |
| 68,392 | |
Adjusted EBITDA | |
$ | 689,739 | | |
$ | 1,167,947 | | |
$ | 2,082,685 | | |
$ | 772,817 | |
Liquidity
and Capital Resources
Liquidity
describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations, including
working capital needs, debt service, acquisitions, contractual obligations and other commitments. We assess liquidity in terms of our
cash flows from operations and their sufficiency to fund our operating and investing activities. As of June 30, 2025, our principal sources
of liquidity were cash totaling $0.3 million and a line of credit with $1.7 million available.
Significant
factors affecting the management of our ongoing cash requirements are the adequacy of available bank lines of credit and our ability
to attract long-term capital with satisfactory terms. The sources of our liquidity are subject to all of the risks of our business
and could be adversely affected by, among other factors, risks associated with events outside of our control, such as economic
consequences of global pandemics and geopolitical conflicts, monetary policy changes in the U.S. and other countries and their
impact on the global financial markets, supply chain disruptions and electronics and other material shortages, a decrease in demand
for our products, our ability to integrate current and future acquisitions, deterioration in certain financial ratios, availability
of borrowings under our revolving credit facility, and other market changes in general. See “Risks Relating to Syntec
Optics’ Financial Position and Capital Requirements” included in Item 1A of our Annual Report on Form 10-K for the
fiscal year ended December 31, 2024.
Cash
Flow — Six Months Ended June 30, 2025 and 2024
| |
Six Months ending June 30 | |
| |
2025 | | |
2024 | |
Net Cash Provided by Operating Activities | |
$ | 141,241 | | |
$ | (1,983,883 | ) |
Net Cash Used in Investing Activities | |
$ | (604,772 | ) | |
$ | 54,233 | |
Net Cash used in Financing Activities | |
$ | 151,829 | | |
$ | 601,884 | |
Operating
Activities
Net
cash provided by operating activities was $0.14 million for the six months ended June 30, 2025, as compared to net cash used by
operating activities of $1.98 million for the six months ended June 30, 2024. The primary drivers for the year-over-year change were a $0.9 million net improvement in net income as well as other favorable changes to balance sheet accounts including
accounts receivable, and inventory.
Investing
Activities
Net
cash used by investing activities was $0.6 million for the six months ended June 30, 2025, as compared to net cash provided by
investing activities of $0.5 million for the six months ended June 30, 2024. The net cash used in investing activities increased
due to decrease in payment of capital expenditures of $0.3 million and a sale of equipment in 2024 of $0.3 million.
Financing
Activities
Net
cash provided by financing activities was $0.15 million for the six months ended June 30, 2025, as compared to net cash provided in
financing activities of $0.60 million for the six months ended June 30, 2024. The primary drivers for the year-over-year change was lower net new borrowing on credit facilities.
Item
3. Quantitative and Qualitative Disclosures about Market Risk
Our
primary market risk exposure is interest rate sensitivity. During the six months ended June 30, 2025, there have been no material changes
to the information included under Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Item
4. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
As
required by Rule 13a-15 under the Exchange Act, we have carried out an evaluation of the effectiveness of our disclosure controls and
procedures as of the end of the period covered by this Report. This evaluation was carried out under the supervision and with the participation
of our management, including our Chief Executive Officer and Chief Financial Officer.
Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our
reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified
in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information
required to be disclosed in our Company’s reports filed under the Exchange Act is accumulated and communicated to management, including
our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. In designing and evaluating
the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated,
cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within a company have been detected. Based on the evaluation of our
disclosure controls and procedures as of June 30, 2025, our Chief Executive Officer and our Chief Financial Officer concluded that, as
of such date, our disclosure controls and procedures were not effective due to the following identified material weaknesses:
|
1. |
We
lack documentation of formal internal control process and controls including lack of review of journal entries. |
|
2. |
We
lack necessary corporate accounting resources to maintain adequate segregation of duties. |
|
3. |
We
lack timely reconciliation controls in the areas of classification of revenue, accounts payable, accrued legal expenses, provision
for income taxes, and inventory. |
|
4. |
We
lack controls related to proper cut-off of costs of goods sold and general and administrative expenses. |
|
5. |
We
lack control related to identification and disclosure of related party transactions. |
|
6. |
We
lack control related to proper fair value methodology utilized for valuation of complex financial instrument in connection with contingent
earnout arrangement. |
|
7. |
We
lack the necessary information technology (“IT”) general controls infrastructure in the areas of user access and program
change-management due to insufficient documentation and training, and inadequate IT risk assessment process. Additionally, we lack
controls around the review of SOC-1 reports and lack of cyber security related controls. |
|
8. |
We
lack control related to the evaluation and calculation of finance leases in accordance with Accounting Standards Codification 842-20-25-1a. |
|
9. |
We lack control related to identification of stock-based compensation agreements and related accounting for and disclosure
of such agreements. |
Remediation
Plans and Status
As
disclosed in the section titled “Evaluation of Internal Controls and Procedures,” we have identified certain control deficiencies.
To address these issues, we have designed and are in the process of implementing the following remediation initiatives, which are aligned
with the COSO framework:
|
● |
Enhance
corporate governance through increased oversight by the Audit Committee, including additional reviews of internal control improvements
and financial statements prior to publication (Control Environment; Monitoring Activities). |
|
● |
Design
and implement internal control flowcharts to strengthen segregation of duties (Control Activities; Risk Assessment). |
|
● |
Increase
staffing levels and competencies to enable appropriate separation of duties (Control Environment; Control Activities). |
|
● |
Implement
a formal checklist, review process, and controls over all journal entries and modifications to trial balances (Control Activities;
Information & Communication). |
|
● |
Hire
additional experienced accounting and reporting professionals to prepare and approve consolidated financial statements and footnote
disclosures in accordance with U.S. GAAP (Control Environment; Control Activities). |
|
● |
Engage
outside professional support to assist with SEC reporting requirements and special circumstances to ensure timely and accurate filings
(Control Environment; Information & Communication). |
|
● |
Establish
a formal quarterly attestation process for managers and accounting staff to reinforce and monitor the use of control processes and
workflows (Monitoring Activities; Information & Communication). |
|
● |
Implement
a formalized system for tracking control measures to reduce complexity and improve management’s review of control effectiveness
(Monitoring Activities; Information & Communication). |
While
the Company has initiated these remediation efforts, not all measures have been fully implemented as of the date of this filing. We will
continue to enhance our internal control framework, employ additional procedures, and utilize appropriate tools and resources to ensure
that our consolidated financial statements are presented fairly, in all material respects.
The
Company believes these remediation measures will significantly strengthen its internal control environment and provide the foundation
to remediate the identified material weaknesses in future reporting periods.
Management’s
Report on Internal Control over Financial Reporting
This
Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation
report of the Company’s registered public accounting firm due to a transition period established by rules of the SEC for newly
public companies. Additionally, our auditors will not be required to formally opine on the effectiveness of our internal control over
financial reporting pursuant to Section 404 until we are no longer an “emerging growth company” as defined in the JOBS Act.
Changes
in Internal Control over Financial Reporting
Other
than the material weaknesses and remediation efforts mentioned above, there were no changes in our internal controls over financial reporting
that occurred during the quarter ended June 30, 2025 that materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings
We
may be subject to legal proceedings, investigations and claims incidental to the conduct of our business from time to time. We are not
currently a party to any material litigation or other legal proceedings brought against us. We are also not aware of any legal proceeding,
investigation or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on our business,
financial condition or results of operations.
Item
1A. Risk Factors
The
Company’s risk factors are described in Part I, Item 1A, “Risk Factors”, of the Company’s Annual Report on Form
10-K for the fiscal year ended December 31, 2024. The risks described in our Annual Report on Form 10-K for the fiscal year ended December
31, 2024 are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be
immaterial also may materially adversely affect our business, financial position, or future results of operations. The risk factors should
be read together with, the risk factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item
3. Defaults Upon Senior Securities
None
Item
4. Mine Safety Disclosures
Not
Applicable
Item
5. Other Information
None
Item
6. Exhibits
The
following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
No. |
|
Description
of Exhibit |
3.1* |
|
Certificate of Incorporation of the Registrant, dated October 31, 2023 |
3.2* |
|
By laws of the Registrant, dated October 31, 2023 |
31.1* |
|
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2* |
|
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1** |
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
32.2** |
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
101.INS |
|
Inline
XBRL Instance Document |
101.SCH |
|
Inline
XBRL Taxonomy Extension Schema Document |
101.CAL |
|
Inline
XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF |
|
Inline
XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
|
Inline
XBRL Taxonomy Extension Label Linkbase Document |
101.PRE |
|
Inline
XBRL Taxonomy Extension Presentation Linkbase Document |
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
* |
Filed
herewith. |
|
|
** |
Furnished. |
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
SYNTEC OPTICS HOLDINGS, INC |
|
|
|
Date:
October 3, 2025 |
By: |
/s/
Al Kapoor |
|
Name:
|
Al
Kapoor |
|
Title: |
Chairman
and Chief Executive Officer |
|
|
(Principal
Executive Officer) |
|
|
|
Date:
October 3, 2025 |
By: |
/s/
Dean Rudy |
|
Name: |
Dean
Rudy |
|
Title: |
Chief
Financial Officer |
|
|
(Principal
Accounting Officer and Financial Officer) |