SYNTEC OPTICS HOLDINGS, INC.
For the period ended Mar 31, 2026. Filed May 15, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 15, 2026
OPTX$4.87+29.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001493152-25-022438
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001493152-26-023833
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 92 previous paragraphs and 94 current paragraphs.
61 unchanged; 14 reworded; 19 added; 17 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 4 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (19)
Current report
Net sales decreased by $0.6 million, or 8%, to $6.5 million for the three months ended March 31, 2026, as compared to $7.1 million for the three months ended March 31, 2025. This decrease was primarily due to decreases in medical markets of $1.0 million, partially offset by an increase in the consumer market of $0.4 million.
Current report
General and administrative expenses remained flat, decreasing slightly by 2% for the quarter ended March 31, 2026, as compared to the same period for 2025.
Current report
Total Other Expenses
Current report
Other expenses improved to an expense of $0.1 million for the three months ended March 31, 2026, from an expense of $0.2 million for the three months ended March 31, 2025.
Current report
Income tax expense (benefit) remained flat, with no material change when comparing the three months ended March 31, 2026 and 2025.
Current report
Net (loss) Income
Current report
In the quarters ended March 31, 2026 and 2025:
Current report
Overview
Current report
The Company’s primary sources of liquidity are cash generated from operations and borrowings under its revolving credit facility with M&T Bank. The Company uses cash to fund working capital requirements, capital expenditures, and debt service obligations.
Current report
As of March 31, 2026, the Company had $6,763,863 outstanding under its $7.5 million revolving credit facility, providing approximately $736,137 of remaining availability, subject to borrowing base and covenant compliance requirements. The revolving credit facility matures in November 2026.
Current report
On April 30, 2026, subsequent to the end of the quarter, the Company completed an underwritten public offering of 2,857,142 shares of its common stock at a public offering price of $7.00 per share, generating gross proceeds of approximately $20.0 million and net proceeds of approximately $18.6 million. The Company intends to use the proceeds to support working capital, capital expenditures, and to optimize its capital structure, including potential repayment of indebtedness.
Current report
On May 1, 2026, the underwriter in the aforementioned April 30 transaction chose to exercise its option to purchase an additional 428,571 shares of common stock. Net proceeds to the Company were approximately $2.8 million.
Current report
This financing significantly enhances the Company’s liquidity position and financial flexibility and is expected to support ongoing operations, growth initiatives, and strategic investments.
Current report
Capital Requirements
Current report
The Company expects that cash generated from operations together with availability under its revolving credit facility and the proceeds received from the public stock offering, will be sufficient to fund operations, working capital needs, and contractual obligations for at least the next twelve months.
Current report
Subsequent to March 31, 2026, the Company completed a public equity offering resulting in aggregate net proceeds of approximately $21.5 million, including the underwriter’s exercised over-allotment option. The Company utilized a portion of the proceeds to repay the outstanding balance under its revolving line of credit with M&T Bank to zero, which management expects will reduce future cash interest expense. The Company’s $7.5 million revolving credit facility remains available through June 30, 2027, providing additional financial flexibility and available liquidity for working capital requirements, capital expenditures, organic growth initiatives and potential strategic opportunities. In addition, management continues to implement operational efficiency and cost reduction initiatives intended to improve gross profit and EBITDA in future periods.
Current report
Cash Flow — Three Months Ended March 31, 2026 and 2025
Current report
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Current report
Net cash provided by operating activities was $0.5 million for the three months ended March 31, 2026, as compared to net cash provided by operating activities of $0.3 million for the three months ended March 31, 2025. The primary drivers of the changes for the three month period ended March 31, 2026 include net changes from operating assets of $0.6 million, changes from depreciation and amortization, stock-based compensation and allowance of $0.7 million, offset by net loss of $0.9 million.
Removed paragraphs (17)
Previous report
Net sales decreased by $0.9 million, or 11%, to $7.0 million for the three months ended September 30, 2025, as compared to $7.9 million for the three months ended September 30, 2024. This decrease was primarily due to decreases in consumer markets of $0.6 million, decrease of $0.2 million in the defense market, and$0.1 in the medical market.
Previous report
Net sales decreased by approximately $0.5 million, or 3%, to $20.6 million for the nine months ended September 30, 2025, as compared to $21.1 million for the nine months ended September 30, 2024. This decrease was primarily due to a decrease of $1.7 million in the consumer market, partially offset by increases in the defense market of $0.3 million, an increasein the medical market of $0.7 million, and an increase in the communication market of $0.1 million.
Previous report
General and administrative expenses increased by $0.3 million, or 20%, to $2.1 million for the three months ended September 30, 2025, as compared to $1.7 million for the three months ended September 30, 2024. This increase was primarily due to an increase in management fees related to compensation of independent board members and audit fees related to the completion of the 2024 audit. For the nine months ended September 30, 2025, general and administrative expenses of $5.6 million were down $0.3 million from 2024, driven by decreases in outside consulting fees, decreases in research and development expenses, reduction of sales wages, and a reduction in general and administrative bonuses, with the various expense improvements partially offset by increases in management fees to independent board members, higher audit fees related to the completion of the 2024 audit, and an increase in management expense in the manufacturing area.
Previous report
Total Other (Expenses) Income
Previous report
Other (expenses) income remained unchanged at $0.2 million expense for both of the three months ended September 30, 2025 and September 30, 2024. Other expenses for the nine months ended September 30, 2025 of $0.6 million increased by $0.4 million, due to a $0.3 million reduction of other income attributed to the sale of an asset in 2024.
Previous report
Income tax expense (benefit) decreased by $0.1 million, to zero for the three months ended September 30, 2025, as compared to ($0.1) million for the three months ended September 30, 2024. For the nine months ended September 30, 2025, income tax provision of $0.0 million compared to an income tax benefit of $0.4 million in 2024.
Previous report
Net Income (Loss)
Previous report
For the nine months ended September 30, 2025, net loss increased by $0.5 million to $1.4 million as compared to $0.9 million net loss in 2024. The increase was driven by a $0.5 million decrease in sales from $21.1 million to $20.6 million, a decrease in other income of $0.4 million, and change in the tax benefit provision of $0.4 million, with the negative drivers being partially offset by a reduction in cost of goods sold of $0.6 million, as well as a decrease in general and administrative expenses of $.3 million, and other minor changes.
Previous report
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
Previous report
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 September 30, 2025, our principal sources of liquidity were cash totaling $0.6 million and a line of credit with $0.7 million available.
Previous report
The Company maintains a credit facility with M&T Bank consisting of a revolving line of credit and term loans under an Amended and Restated Credit Agreement dated November 30, 2024, as amended on March 25, 2025. The facility contains customary financial covenants, including a minimum fixed charge coverage ratio and a maximum total leverage ratio. The line of credit is included in the calculation of these ratios.
Previous report
As of September 30, 2025, the Company was not in compliance with these financial covenants. On November 12, 2025, M&T Bank provided a formal written waiver of the covenant defaults. As a condition of the waiver, the Company agreed to (i) repay certain term and equipment loans aggregating approximately $1.3 million by November 14, 2025; (ii) execute subordination agreements on shareholder loans prohibiting repayment without lender consent;; and (iii) reduce total availability under the revolving credit line from $8.0 million to $7.5 million.
Previous report
To facilitate the required paydowns under the waiver, the Company has obtained approximately $1.5 million of financing from a related party (the Company’s majority stockholder and Chief Executive Officer) in the form of a debt agreement.
Previous report
Following these actions, the Company remains in good standing with M&T Bank and continues to have full access to its $7.5 million revolving credit facility, subject to customary borrowing-base provisions. Management believes that these modifications strengthen the Company’s liquidity position and expects to maintain compliance with all amended covenants through the remainder of 2025.
Previous report
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.
Previous report
Cash Flow — Nine Months Ended September 30, 2025 and 2024
Previous report
Net cash provided by operating activities was $0.7 million for the nine months ended September 30, 2025, as compared to net cash used in operating activities of $1.6 million for the nine months ended September 30, 2024. The primary drivers for the year over year change include an increase in the net loss of $0.5 million, the one time gain on sale of asset in 2024 of $0.3 million, a reduction in deferred income tax of $0.5 million, an inventory increase of $1.0 million, a change in year over year accounts receivable of $0.9 million, and an increase in accounts payable of $1.6 million.
Reworded paragraphs (14)
Previous wording
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.
Current wording
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 and 10-K/A for the fiscal year ended December 31, 2025 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.
Previous wording
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.
Current wording
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 Optics 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.
Previous wording
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.
Current wording
Syntec Optics 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 Optics 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.
Previous wording
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.
Current wording
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 the ability to expand the number of advanced manufacturing processes to handle increased volumes of existing and new customer orders.
Previous wording
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.
Current wording
In the last three years Syntec Optics launched low weight night vision optics and hybrid light-weight magnifiers and thermal clips in the defense end market. Syntec Optics also announced biomedical mirrors for sensing in the medical end market. Rounding out new product launches, in the communication end market, Syntec Optics launched microlens arrays and low earth satellite optics.
Previous wording
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.
Current wording
Syntec Optics plans to further consolidate and add bolt-on acquisitions for inorganic growth in the fragmented photonics industry by expanding our portfolio of existing U.S.-based advanced manufacturing processes of making thin-film coated glass, crystal, and/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.
Previous wording
Comparisons for the Three and Nine Months Ended September 30, 2025 and 2024
Current wording
Comparisons for the Three Months Ended March 31, 2026 and 2025
Previous wording
Cost of revenue increased by $0.1 million, to $6.1 million for the three months ended September 30, 2025, as compared to $6.0 million for the three months ended September 30, 2024. This increase was primarily due to an increase of in material costs. For the nine months ended September 30, 2025, the cost of revenue decreased by $0.6 million driven by decreases in manufacturing overhead costs partially offset by an increase in material costs.
Current wording
Cost of revenue increased by $0.8 million, to $5.6 million for the three months ended March 31, 2026, as compared to $4.8 million for the three months ended March 31, 2025. This increase was primarily due to an increase in material costs, particularly for aluminum.
Previous wording
Gross profit decreased by 54%, to $0.9 million for the three months ended September 30, 2025, as compared to $1.8 million for the three months ended September 30, 2024. This decrease was primarily due to the decrease in revenue and the increase in costs of goods sold. The increase in costs of goods sold was driven by an increase in labor expenses in 2025, and an increase in materials cost, particularly for aluminum. For the nine months ended September 30, 2025, gross profit increased slightly to $4.8 million from $4.7 million, for the nine months ended September 30, 2024.
Current wording
Gross profit decreased by 58%, to $1.0 million for the three months ended March 31, 2026, as compared to $2.3 million for the three months ended March 31, 2025. This decrease was primarily due to the decrease in revenue and the increase in costs of goods sold, as detailed above.
Previous wording
Net loss increased by $1.4 million to $1.4 million for the three months ended September 30, 2025, as compared to a $0.0 million net income for the three months ended September 30, 2024. This increase was primarily due to a decline in sales of $0.9 million, an increase in cost of goods sold of $0.1 million, an increase in general and administrative expenses of $0.3.
Current wording
We experienced a loss of $0.9 million for the three months ended March 31, 2026, as compared to income of $0.3 million for the same three month period ended in 2025. This increase in net loss was primarily due to a decline in sales of $0.6 million, and an increase in cost of goods sold of $0.8 million.
Previous wording
We believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our financial statements.
Current wording
We believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our unaudited condensed consolidated financial statements.
Previous wording
The table below presents our adjusted EBITDA, reconciled to net income for the three and nine months ended September 30, 2025 and 2024.
Current wording
The table below presents our adjusted EBITDA, reconciled to net income for the three months ended March 31, 2026 and 2025.
Previous wording
Net cash used in investing activities was $0.6 million for the nine months ended September 30, 2025, as compared to net cash used in investing activities of $0.3 million for the nine months ended September 30, 2024. The net cash used in investing activities increased primarily due to a one-time disposal of assets in 2024 that did not take place in 2025.
Current wording
Net cash used in investing activities was $0.3 million for the three months ended March 31, 2026, as compared to net cash used in investing activities of $0.2 million for the three months ended March 31, 2025. The net cash used in investing activities increased primarily due to the purchase of a single machine for approximately $0.4 million related to a new customer in 2026 that did not take place in 2025.
Previous wording
Net cash used in financing activities was $0.1 million for the nine months ended September 30, 2025, as compared to net cash provided by financing activities of $0.2 million for the nine months ended September 30, 2024. The primary drivers of this change was a decrease in the debt borrowings in 2025 of $0.6 million, partially offset by a decrease in the debt repayments of $0.3 million.
Current wording
Net cash provided by financing activities was $0.1 million for the three months ended March 31, 2026, as compared to net cash used in financing activities of $0.1 million for the three months ended March 31, 2025. The primary driver of this change was the increase in debt borrowings from a related party in the first quarter of 2026 of $0.2 million.