Annual report pursuant to Section 13 and 15(d)

Warrant Liabilities

v3.8.0.1
Warrant Liabilities
12 Months Ended
Oct. 01, 2017
Warrant Liabilities  
Warrant Liabilities

Note 13 — Warrant Liabilities

 

On August 26, 2016, Optex Systems Holdings Inc. issued 4,125,200 warrants to new shareholders and the underwriter, in connection with a public share offering. The warrants entitle the holder to purchase one share of our common stock at an exercise price equal to $1.50 per share at any time on or after August 26, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on August 26, 2021 (the “Termination Date”). The Company determined that these warrants are free standing financial instruments that are legally detachable and separately exercisable from the common stock included in the public share offering. Management also determined that the warrants are puttable for cash upon a fundamental transaction at the option of the holder and as such required classification as a liability pursuant to ASC 480 “Distinguishing Liabilities from Equity”. In accordance with the accounting guidance, the outstanding warrants are recognized as a warrant liability on the balance sheet and are measured at their inception date fair value and subsequently re-measured at each reporting period with changes being recorded as a component of other income in the statement of operations.

 

The proceeds of the offering are allocated between the common stock, Series C preferred shares and warrant liability as of the initial measurement as follows: 

 

    (Thousands, except share and per share data)  
As of August 26, 2016   Common Shares     Series C Preferred Shares     Total     Underwriter Warrants*     Warrant Liability*  
Shares     2,291,900       400               166,500       4,125,200  
Price per share   $ 1.20     $ 5,000             $ 0.9349     $ 0.9349  
Proceeds received   $ 2,750     $ 2,000     $ 4,750                  
Less: Warrant liability at fair value     (2,142 )     (1,558 )     (3,700 )   $ (156 )   $ (3,856 )
Residual proceeds to shares   $ 608     $ 442     $ 1,050                  

 

The fair value of the warrant liabilities was measured using a binomial lattice model. Significant inputs into the model at the inception and reporting period measurement dates are as follows:

 

Binomial Assumptions   Issuance date (1)
August 26, 2016
    Period ending
October 2, 2016
    Period ending
October 1, 2017
 
Exercise Price(1)   $ 1.50     $ 1.50     $ 1.50  
Warrant Expiration Date (1)     August 26, 2021       August 26, 2021       August 26, 2021  
Stock Price (2)   $ 0.95     $ 0.77     $ 0.98  
Interest Rate (annual) (3)     1.23 %     1.14 %     1.62 %
Volatility (annual) (4)     246.44 %     242.17 %     179.36 %
Time to Maturity (Years)     5.0       4.9       3.9  
Number of Steps (Quarters)     20       20       16  
Calculated fair value per share   $ 0.93     $ 0.76     $ 0.87  
Quarterly Dividend per share for Next Three Quarters(5)   $     $     $ 0.02  
Future Estimated Quarterly Dividend per share(6)   $     $     $ 0.01  

 

(1)  Based on the terms provided in the warrant agreement to purchase common stock of Optex Systems Holdings, Inc. dated August 26, 2016.

 

(2)  Based on the trading value of common stock of Optex Systems Holdings, Inc. as of August 26, 2016 and each presented period ending date.

 

(3)  Interest rate for U.S. Treasury Bonds, as of August 26, 2016 and each presented period ending date, as published by the U.S. Federal Reserve.

 

(4)  Based on the historical daily volatility of Optex Systems Holdings, Inc. as of August 26, 2016 and each presented period ending date.

 

(5)  Pursuant to June 12, 2017 Board of Directors authorization of a $0.02 per share (and per warrant) dividend payment in July for shareholders and warrant holders of record on July 5, 2017 and for three subsequent quarterly record dates thereafter.

 

(6)  Current estimated dividend payments beyond initial four quarters. At a future date, the company will review the working capital needs and make a final determination of any future dividend payments and amounts beyond the initial four quarter payments.

 

The warrants outstanding and fair values at each of the respective valuation dates are summarized below:

 

Warrant Liability   Warrants 
Outstanding
    Fair Value
per Share
    Fair Value (000’s)  
Fair Value at initial measurement date of 8/26/2016     4,125,200     $ 0.93     $ 3,857  
(Gain) on Change in Fair Value of Warrant Liability                     (739 )
Fair Value as of period ending 10/2/2016     4,125,200     $ 0.76     $ 3,118  
Loss on Change in Fair Value of Warrant Liability                     489  
Fair Value as of period ending 10/1/2017     4,125,200     $ 0.87     $ 3,607  

 

During the twelve months ending October 1, 2017 Optex Systems Holdings recorded a loss on changes in fair value of warrant liability of $489 thousand. During the twelve months ending October 2, 2016, Optex Systems Holdings recognized a gain on change in fair value of warranty liabilities of ($739) thousand. During the twelve months ending October 1, 2017 and October 2, 2016 none of the warrants have been exercised.

 

The warrant liabilities are considered Level 3 liabilities on the fair value hierarchy as the determination of fair value includes various assumptions about of future activities and the Company’s stock prices and historical volatility as inputs.