Nortech Systems Inc 10-Q for FY2022 Q2
Nortech Systems Inc (NSYS)
About this 10-Q
Nortech Systems Inc filed this 10-Q on August 10, 2022, covering the quarter ended June 30, 2022 (FY2022 Q2).
Headline figures
Quarter ended June 30, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $32.52M
- up 7.7% from $30.18M a year earlier
- Net income
- $719K
- up 301.7% from net income of $179K a year earlier
- Diluted EPS
- $0.25
- up 316.7% from $0.06 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
(Mark One)
For the quarterly period ended
OR
For the transition period from to
NORTECH SYSTEMS INCORPORATED
Commission file number
State of Incorporation:
IRS Employer Identification No.
Executive Offices:
Telephone number: (
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| | | |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations 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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the 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 ☐ |
| | 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
Number of shares of $.01 par value common stock outstanding at August 5, 2022 was
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
| PAGE | ||||
| Item 1 | - | Financial Statements | ||
| Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) |
3 | |||
| Condensed Consolidated Balance Sheets | 4 | |||
| Condensed Consolidated Statements of Cash Flows | 5 | |||
| Condensed Consolidated Statements of Shareholders’ Equity | 6 | |||
| Condensed Notes to Consolidated Financial Statements | 7-17 | |||
| Item 2 | - | Management's Discussion and Analysis of Financial Condition And Results of Operations | 18-25 | |
| Item 3 | - | Quantitative and Qualitative Disclosures About Market Risk | 26 | |
| Item 4 | - | Controls and Procedures | 26 | |
| PART II - OTHER INFORMATION | ||||
| Item 1 | - | Legal Proceedings | 27 | |
| Item 1A. | - | Risk Factors | 27 | |
| Item 2 | - | Unregistered Sales of Equity Securities, Use of Proceeds | 27 | |
| Item 3 | - | Defaults on Senior Securities | 27 | |
| Item 4 | - | Mine Safety Disclosures | 27 | |
| Item 5 | - | Other Information | 27 | |
| Item 6 | - | Exhibits | 28 | |
| SIGNATURES | 29 | |||
PART
ITEM 1. FINANCIAL STATEMENTS
| NORTECH SYSTEMS INCORPORATED AND SUBSIDIARIES |
|||||||||||
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) |
|||||||||||
| (UNAUDITED) |
|||||||||||
| (IN THOUSANDS, EXCEPT SHARE DATA) |
| THREE MONTHS ENDED | SIX MONTHS ENDED | |||||||||||||||
| JUNE 30, | JUNE 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Net Sales | $ | $ | $ | $ | ||||||||||||
| Cost of Goods Sold | ||||||||||||||||
| Gross Profit | ||||||||||||||||
| Operating Expenses | ||||||||||||||||
| Selling Expenses | ||||||||||||||||
| General and Administrative Expenses | ||||||||||||||||
| Research and Development Expenses | ||||||||||||||||
| Restructuring Charges | ||||||||||||||||
| Gain on Sale of Assets | ( | ) | ( | ) | ( | ) | ||||||||||
| Total Operating Expenses | ||||||||||||||||
| Income (Loss) From Operations | ( | ) | ||||||||||||||
| Other Expense | ||||||||||||||||
| Interest Expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income (Loss) Before Income Taxes | ( | ) | ||||||||||||||
| Income Tax Expense (Benefit) | ( | ) | ||||||||||||||
| Net Income (Loss) | $ | $ | $ | $ | ( | ) | ||||||||||
| Net Income (Loss) Per Common Share: | ||||||||||||||||
| Basic (in dollars per share) | $ | $ | $ | $ | ( | ) | ||||||||||
| Weighted Average Number of Common Shares Outstanding - Basic (in shares) | ||||||||||||||||
| Diluted (in dollars per share) | $ | $ | $ | $ | ( | ) | ||||||||||
| Weighted Average Number of Common Shares Outstanding - Diluted (in shares) | ||||||||||||||||
| Other comprehensive (loss) income | ||||||||||||||||
| Foreign currency translation | ( | ) | ( | ) | ||||||||||||
| Comprehensive income (loss), net of tax | $ | $ | $ | $ | ( | ) | ||||||||||
See Accompanying Condensed Notes to Condensed Consolidated Financial Statements
| NORTECH SYSTEMS INCORPORATED AND SUBSIDIARIES |
||||||
| CONDENSED CONSOLIDATED BALANCE SHEETS |
||||||
| (IN THOUSANDS, EXCEPT SHARE DATA) |
| JUNE 30 | DECEMBER 31, | |||||||
| 2022 | 2021(1) | |||||||
|
| (Unaudited) | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Restricted Cash | ||||||||
| Accounts Receivable, less allowances of $ and $ | ||||||||
| Employee Retention Credit Receivable | ||||||||
| Inventories, Net | ||||||||
| Contract Assets | ||||||||
| Prepaid Expenses and Other Current Assets | ||||||||
| Total Current Assets | ||||||||
| Property and Equipment, Net | ||||||||
| Operating Lease Assets | ||||||||
| Other Intangible Assets, Net | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
| Current Liabilities | ||||||||
| Current Portion of Finance Lease Obligations | $ | $ | ||||||
| Current Portion of Operating Lease Obligations | ||||||||
| Accounts Payable | ||||||||
| Accrued Payroll and Commissions | ||||||||
| Other Accrued Liabilities | ||||||||
| Total Current Liabilities | ||||||||
| Long-Term Liabilities | ||||||||
| Long Term Line of Credit | ||||||||
| Long Term Finance Lease Obligations, Net | ||||||||
| Long-Term Operating Lease Obligations, Net | ||||||||
| Other Long-Term Liabilities | ||||||||
| Total Long-Term Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Shareholders' Equity | ||||||||
| Preferred Stock, par value; Shares Authorized: Shares Issued and Outstanding | ||||||||
| Common Stock - par value; Shares Authorized: and Shares Issued and Outstanding, respectively | ||||||||
| Additional Paid-In Capital | ||||||||
| Accumulated Other Comprehensive (Income) Loss | ( | ) | ||||||
| Retained Earnings | ||||||||
| Total Shareholders' Equity | ||||||||
| Total Liabilities and Shareholders' Equity | $ | $ | ||||||
See Accompanying Condensed Notes to Condensed Consolidated Financial Statements
(1) The condensed consolidated balance sheet at December 31, 2021 has been derived from the audited financial statements at that date
| NORTECH SYSTEMS INCORPORATED AND SUBSIDIARIES |
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| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
||||||
| (UNAUDITED) |
||||||
| (IN THOUSANDS) |
| SIX MONTHS ENDED | ||||||||
| JUNE 30, | ||||||||
| 2022 | 2021 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net Income (Loss) | $ | $ | ( | ) | ||||
| Adjustments to Reconcile Net Income (Loss) to Net Cash | ||||||||
| Provided By (Used In) Operating Activities: | ||||||||
| Depreciation and Amortization | ||||||||
| Compensation on Stock-Based Awards | ||||||||
| Change in Accounts Receivable Allowance | ( | ) | ||||||
| Change in Inventory Reserves | ( | ) | ( | ) | ||||
| Gain on Sale of Assets | ( | ) | ( | ) | ||||
| Changes in Current Operating Items | ||||||||
| Accounts Receivable | ( | ) | ( | ) | ||||
| Inventories | ( | ) | ( | ) | ||||
| Contract Assets | ( | ) | ( | ) | ||||
| Prepaid Expenses and other Curent Assets | ( | ) | ||||||
| Income Taxes | ( | ) | ( | ) | ||||
| Accounts Payable | ||||||||
| Accrued Payroll and Commissions | ( | ) | ||||||
| Other Accrued Liabilities | ||||||||
| Net Cash Used In Operating Activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Proceeds from Sale of Property and Equipment | ||||||||
| Purchase of Intangible Asset | ( | ) | ( | ) | ||||
| Purchases of Property and Equipment | ( | ) | ( | ) | ||||
| Net Cash Used In Investing Activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Net Change in Line of Credit | ||||||||
| Principal Payments on Long-Term Debt | ( | ) | ||||||
| Principal Payments on Financing Leases | ( | ) | ( | ) | ||||
| Debt Issuance Costs | ||||||||
| Stock Option Excercises | ||||||||
| Net Cash Provided By Financing Activities | ||||||||
| Net Change in Cash and Cash Equivalents | ( | ) | ( | ) | ||||
| Cash and Cash Equivalents - Beginning of Period | ||||||||
| Cash and Cash Equivalents - End of Period | $ | $ | ||||||
| Reconciliation of cash and restricted cash reported within the consolidated balance sheets | ||||||||
| Cash | $ | $ | ||||||
| Restricted Cash | ||||||||
| Total Cash and restricted cash reported in the consolidated statements of cash flows | $ | $ | ||||||
| Supplemental Disclosure of Cash Flow Information: | ||||||||
| Cash Paid During the Period for Interest | $ | $ | ||||||
| Cash Paid During the Period for Income Taxes | ||||||||
| Supplemental Noncash Investing and Financing Activities: | ||||||||
| Property and Equipment Purchases in Accounts Payable | ||||||||
| Property Acquired Under Operating Lease | ||||||||
See Accompanying Condensed Notes to Condensed Consolidated Financial Statements
| NORTECH SYSTEMS INCORPORATED AND SUBSIDIARIES |
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| CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY |
|||||||||||
| (UNAUDITED) |
|||||||||||
| (IN THOUSANDS) |
| Accumulated | ||||||||||||||||||||||||
| Additional | Other | Total | ||||||||||||||||||||||
| Preferred | Common | Paid-In | Comprehensive | Retained | Shareholders' | |||||||||||||||||||
| Stock | Stock | Capital | Loss | Earnings | Equity | |||||||||||||||||||
| BALANCE MARCH 31, 2021 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||
| Net Income | ||||||||||||||||||||||||
| Foreign currency translation adjustment | ||||||||||||||||||||||||
| Compensation on stock-based awards | ||||||||||||||||||||||||
| BALANCE JUNE 30, 2021 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||
| BALANCE DECEMBER 31, 2020 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||
| Net Loss | ( | ) | ( | ) | ||||||||||||||||||||
| Foreign currency translation adjustment | ||||||||||||||||||||||||
| Compensation on stock-based awards | ||||||||||||||||||||||||
| BALANCE JUNE 30, 2021 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||
| BALANCE MARCH 31, 2022 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Net Income | ||||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ||||||||||||||||||||
| Compensation on stock-based awards | ||||||||||||||||||||||||
| BALANCE JUNE 30, 2022 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||
| BALANCE DECEMBER 31, 2021 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Net Income | ||||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ||||||||||||||||||||
| Stock option exercises | ||||||||||||||||||||||||
| Compensation on stock-based awards | ||||||||||||||||||||||||
| BALANCE JUNE 30, 2022 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||
See Accompanying Condensed Notes to Condensed Consolidated Financial Statements
CONDENSED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements for the interim periods have been prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the financial information and footnotes required by GAAP for complete financial statements, although we believe the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year or for any other interim period. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.
The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In preparing these condensed consolidated financial statements, we have made our best estimates and judgments of certain amounts included in the condensed consolidated financial statements, giving due consideration to materiality. Changes in the estimates and assumptions used by us could have a significant impact on our financial results, since actual results could differ from those estimates.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of Nortech Systems Incorporated and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.
Revenue Recognition
Our revenue is comprised of product, engineering services and repair services. All revenue is recognized when the Company satisfies its performance obligation(s) under the contract by transferring the promised product or service to our customer either when (or as) our customer obtains control of the product or service, with the majority of our revenue being recognized over time including goods produced under contract manufacturing agreements and services revenue. A performance obligation is a promise in a contract to transfer a distinct product or service to a customer. A contract’s transaction price is allocated to each distinct performance obligation. The majority of our contracts have a single performance obligation. Revenue is recorded net of returns, allowances and customer discounts. Our net sales for services were less than 10% of our total sales for all periods presented, and accordingly, are included in net sales in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Sales, value add, and other taxes collected from customers and remitted to governmental authorities are accounted for on a net (excluded from revenues) basis. Shipping and handling costs charged to our customers are included in net sales, while the corresponding shipping expenses are included in cost of goods sold.
Stock-Based Awards
Stock Options
In May 2017, the shareholders approved the 2017 Stock Incentive Plan which authorized the issuance of
We granted
Total compensation expense related to stock options was $
Following is the status of all stock options as of June 30, 2022:
| Shares | Weighted- Average Exercise Price Per Share | Weighted- Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value | |||||||||||||
| Outstanding - January 1, 2022 | $ | |||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ( | ) | ||||||||||||||
| Cancelled | ( | ) | ||||||||||||||
| Outstanding - June 30, 2022 | $ | $ | ||||||||||||||
| Exercisable - June 30, 2022 | $ | $ | ||||||||||||||
Restricted Stock Units
During the three and six months ended June 30, 2022, we granted
Equity Appreciation Rights Plan
In November 2010, the Board of Directors adopted the Nortech Systems Incorporated Equity Appreciation Rights Plan (“2010 Plan”). The total number of Equity Appreciation Right Units (“Units”) that can be issued under the 2010 Plan shall not exceed an aggregate of
The
Net Income (Loss) per Common Share
Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding. Dilutive net income (loss) per common share assumes the exercise and issuance of all potential common stock equivalents in computing the weighted-average number of common shares outstanding, unless their effect is antidilutive. All stock options and restricted stock units, while outstanding, are considered common stock equivalents.
For the three and six months ended June 30, 2022, stock options of
We had outstanding stock options totaling
Restricted Cash
Cash and cash equivalents classified as restricted cash on our consolidated balance sheets are restricted as to withdrawal or use under the terms of certain contractual agreements. As of June 30, 2022 we had outstanding letters of credit for $
Accounts Receivable and Allowance for Doubtful Accounts
Credit is extended based upon an evaluation of the customer’s financial condition and, while collateral is not required, the Company periodically receives surety bonds that guarantee payment. Credit terms are consistent with industry standards and practices. Trade accounts receivable have been reduced by an allowance for doubtful accounts of $
Inventories
Inventories are stated at the lower of average cost (which approximates first-in, first out) or net realizable value. Costs include material, labor, and overhead required in the warehousing and production of our products. Inventory reserves are maintained for the estimated value of the inventories that may have a lower value than stated or quantities in excess of future production needs.
Inventories are as follows:
| June 30, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Raw Materials | $ | $ | ||||||
| Work in Process | ||||||||
| Finished Goods | ||||||||
| Reserves | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
Other Intangible Assets
Other intangible assets at June 30, 2022 and December 31, 2021 are as follows:
| Customer Relationships | Trade Names | Patents | Total | |||||||||||||
| Balance at January 1, 2021 | $ | $ | $ | $ | ||||||||||||
| Additions | ||||||||||||||||
| Amortization | ||||||||||||||||
| Abandonment Loss | ||||||||||||||||
| Balance at December 31, 2021 | ||||||||||||||||
| Additions | ||||||||||||||||
| Amortization | ||||||||||||||||
| Balance at June 30, 2022 | $ | $ | $ | $ | ||||||||||||
Intangible assets are amortized on a straight-line basis over their estimated useful lives. The weighted-average remaining amortization period of our in-use intangible asset is
Amortization expense of finite life intangible assets for the three and six months ended June 30, 2022 was $
Estimated future annual amortization expense (not including the patents in process) related to these assets is approximately as follows:
| Year | Amount | |||
| Remainder of 2022 | $ | |||
| 2023 | ||||
| 2024 | ||||
| Total | $ | |||
Accounting Pronouncements Issued But Not Yet Adopted
In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. This guidance introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The ASU also provides updated guidance regarding the impairment of available-for-sale debt securities and includes additional disclosure requirements. The new guidance is effective for public business entities that meet the definition of a Smaller Reporting Company as defined by the SEC for interim and annual periods beginning after December 15, 2022. Early adoption is permitted. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.
NOTE 2. CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS
Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and accounts receivable. With regard to cash, we maintain our excess cash balances in checking accounts at primarily financial institutions, in the United States and in China. The account in the United States may at times exceed federally insured limits. Of the $
We have certain customers whose revenue individually represented 10% or more of net sales, or whose accounts receivable balances individually represented 10% or more of total accounts receivable. customer accounted for
At June 30, 2022, customers represented approximately
Export sales represented approximately
NOTE 3. REVENUE
Revenue recognition
Our revenue is comprised of product, engineering services and repair services. All revenue is recognized when the Company satisfies its performance obligation(s) under the contract by transferring the promised product or service to our customer either when (or as) our customer obtains control of the product or service, with the majority of our revenue being recognized over time including goods produced under contract manufacturing agreements and services revenue. A performance obligation is a promise in a contract to transfer a distinct product or service to a customer. A contract’s transaction price is allocated to each distinct performance obligation. The majority of our contracts have a single performance obligation, as the promise to transfer products or services is not separately identifiable from other promises in the contract and, therefore, not distinct.
Revenue is measured as the amount of consideration we expect to receive in exchange for transferring products or providing services. As such, revenue is recorded net of returns, allowances and customer discounts. Sales, value add, and other taxes collected from customers and remitted to governmental authorities are accounted for on a net (excluded from revenues) basis. Shipping and handling costs are included in cost of goods sold.
The majority of our revenue is derived from the transfer of goods produced under contract manufacturing agreements which have no alternative use and we have an enforceable right to payment for our performance completed to date. Our performance obligations within our contract manufacturing agreements are generally satisfied over time as the goods are produced based on customer specifications and we have an enforceable right to payment for the goods produced. If these requirements are not met, the revenue is recognized at a point in time, generally upon shipment. Revenue under contract manufacturing agreements that was recognized over time accounted for approximately
Accounting for contract manufacturing agreements involves the use of various techniques to estimate total revenue and costs. We estimate profit on these agreements as the difference between total estimated revenue and expected costs to complete the performance obligation within the terms of the agreement and recognize the respective profit as the goods are produced. The estimates to determine the profit earned on the performance obligation are based on anticipated selling prices and historical cost of goods sold and represent our best judgement at the time. Changes in judgements on these above estimates could impact the timing and amount of revenue recognized with a resulting impact on the timing and amount of associated profit.
On occasion our customers provide materials to be used in the manufacturing process and the fair value of the materials is included in revenue as noncash consideration at the point in time when the manufacturing process commences along with the same corresponding amount recorded as cost of goods sold. The inclusion of noncash consideration has no impact on overall profitability.
Contract Assets
Contract assets, recorded as such in the Condensed Consolidated Balance Sheets, consist of unbilled amounts related to revenue recognized over time. Significant changes in the contract assets balance during the six months ended June 30, 2022 was as follows (in thousands):
| Balance outstanding at December 31, 2021 | $ | |||
| Increase (decrease) attributed to: | ||||
| Transferred to receivables from beginning contract assets | ( | ) | ||
| Product transferred over time to ending contract assets | ||||
| Balance outstanding at June 30, 2022 | $ |
We expect substantially all the remaining performance obligations for the contract assets recorded as of June 30, 2022 to be transferred to receivables within 90 days, with the majority of any remaining amounts to be transferred within
The following tables summarize our net sales by market:
| Three Months Ended June 30, 2022 | ||||||||||||||||
| Product/ Service Transferred Over Time | Product Transferred at Point in Time | Noncash Consideration | Total Net Sales by Market | |||||||||||||
| Medical | $ | $ | $ | $ | ||||||||||||
| Industrial | ||||||||||||||||
| Aerospace and Defense | ||||||||||||||||
| Total net sales | $ | $ | $ | $ | ||||||||||||
| Three Months Ended June 30, 2021 | ||||||||||||||||
| Product/ Service Transferred Over Time | Product Transferred at Point in Time | Noncash Consideration | Total Net Sales by Market | |||||||||||||
| Medical | $ | $ | $ | $ | ||||||||||||
| Industrial | ||||||||||||||||
| Aerospace and Defense | ||||||||||||||||
| Total net sales | $ | $ | $ | $ | ||||||||||||
| Six Months Ended June 30, 2022 | ||||||||||||||||
| Product/ Service Transferred Over Time | Product Transferred at Point in Time | Noncash Consideration | Total Net Sales by Market | |||||||||||||
| Medical | $ | $ | $ | $ | ||||||||||||
| Industrial | ||||||||||||||||
| Aerospace and Defense | ||||||||||||||||
| Total net sales | $ | $ | $ | $ | ||||||||||||
| Six Months Ended June 30, 2021 | ||||||||||||||||
| Product/ Service Transferred Over Time | Product Transferred at Point in Time | Noncash Consideration | Total Net Sales by Market | |||||||||||||
| Medical | $ | $ | $ | $ | ||||||||||||
| Industrial | ||||||||||||||||
| Aerospace and Defense | ||||||||||||||||
| Total net sales | $ | $ | $ | $ | ||||||||||||
NOTE 4. FINANCING ARRANGEMENTS
We have a credit agreement with Bank of America which was entered into on June 15, 2017 and provides for a line of credit arrangement of $
Under the amended Bank of America credit agreement signed December 31, 2021, the line of credit is subject to variations in the Bloomberg Short-Term Bank Yield (BSBY) index rate. Our line of credit bears interest at a weighted-average interest rate of
The line of credit with Bank of America contains certain covenants which, among other things, require us to adhere to regular reporting requirements, abide by annual shareholder dividend limitations, maintain certain financial performance, and limit the amount of annual capital expenditures.
The Bank of America Credit Agreement provides for, among other things, a Fixed Charge Coverage Ratio of not less than to 1.0 for the twelve months ended at each Fiscal Quarter end subject only during a trigger period commencing when our availability under our line is less than $2,000 until availability is above that amount for 30 days. As of June 30, 2022 the Company was in compliance with its covenants.
At June 30, 2022, we had unused availability under our line of credit of $
NOTE 5. LEASES
We have operating leases for certain manufacturing sites, office space, and equipment. Most leases include the option to renew, with renewal terms that can extend the lease term from to years or more. Right-of-use lease assets and lease liabilities are recognized at the commencement date based on the present value of the remaining lease payments over the lease term which includes renewal periods we are reasonably certain to exercise. Our leases do not contain any material residual value guarantees or material restrictive covenants. At June 30, 2022, we do not have material lease commitments that have not commenced.
The components of lease expense were as follows:
| Three Months Ended June 30, | Three Months Ended June 30, | |||||||
| Lease Cost | 2022 | 2021 | ||||||
| Operating lease cost | $ | $ | ||||||
| Finance lease interest cost | ||||||||
| Finance lease amortization expense | ||||||||
| Total lease cost | $ | $ | ||||||
| Six Months Ended June 30, | Six Months ended June 30, | |||||||
| Lease Cost | 2022 | 2021 | ||||||
| Operating lease cost | $ | $ | ||||||
| Finance lease interest cost | ||||||||
| Finance lease amortization expense | ||||||||
| Total lease cost | $ | $ | ||||||
Supplemental balance sheet information related to leases was as follows:
| Balance Sheet Location | June 30, 2022 | December 31, 2021 | |||||||
| Assets | |||||||||
| Operating lease assets | Operating lease assets | $ | $ | ||||||
| Finance lease assets | Property, plant and equipment | ||||||||
| Total leased assets | $ | $ | |||||||
Supplemental cash flow information related to leases was as follows:
| June 30, | June 30, | |||||||
| 2022 | 2021 | |||||||
| Operating leases | ||||||||
| Cash paid for amounts included in the measurement of lease liabilities | $ | $ | ||||||
| Right-of-use assets obtained in exchange for lease obligations | $ | $ | ||||||
Maturities of lease liabilities were as follows:
| Operating Leases | Finance Leases | Total | ||||||||||
| Remaining 2022 | $ | $ | $ | |||||||||
| 2023 | ||||||||||||
| 2024 | ||||||||||||
| 2025 | ||||||||||||
| 2026 | ||||||||||||
| Thereafter | ||||||||||||
| Total lease payments | $ | $ | $ | |||||||||
| Less: Interest | ( | ) | ( | ) | ( | ) | ||||||
| Present value of lease liabilities | $ | $ | $ | |||||||||
The lease term and discount rate at June 30, 2022 were as follows:
| Weighted-average remaining lease term (years) | ||||
| Operating leases | ||||
| Finance leases | ||||
| Weighted-average discount rate | ||||
| Operating leases | % | |||
| Finance leases | % |
NOTE 6. INCOME TAXES
On a quarterly basis, we estimate what our effective tax rate will be for the full fiscal year and record a quarterly income tax provision based on the anticipated rate. As the year progresses, we refine our estimate based on the facts and circumstances, including discrete events, by each tax jurisdiction.
Our effective tax rate for the three and six months ended June 30, 2022 was
NOTE 7. RESTRUCTURING CHARGES
During the first six months of 2021, we recorded restructuring charges of $
NOTE 8. EMPLOYEE RETENTION CREDIT
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law providing numerous tax provisions and other stimulus measures, including an employee retention credit (“ERC”), which is a refundable tax credit against certain employment taxes. The Taxpayer Certainty and Disaster Tax Relief Act of 2020 and the American Rescue Plan Act of 2021 extended and expanded the availability of the ERC.
At June 30, 2022 and December 31, 2021, the Company has ERC benefits of $
NOTE 9. RELATED PARTY TRANSACTIONS
David Kunin, our Chairman, is a minority owner of Abilitech Medical, Inc. Mr. Kunin also was a consultant to Abilitech, which relationship ended on March 1, 2021. In the three and six months ended June 30, 2022, Abilitech paid the Company $
David Kunin, our Chairman, is a minority owner (less than
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
We are a Minnesota, United States based full-service global EMS contract manufacturer in the Medical, Aerospace & Defense and Industrial markets offering a full range of value-added engineering, technical and manufacturing services and support including project management, design, testing, prototyping, manufacturing, supply chain management and post-market services. Our products are complex electromedical and electromechanical products including medical devices, wire and cable assemblies, printed circuit board assemblies, higher-level assemblies, and other box builds for a wide range of industries. We serve three major markets within the EMS industry: Aerospace and Defense, Medical, and the Industrial market which includes industrial capital equipment, transportation, vision, agriculture, oil and gas. We maintain facilities in Bemidji, Blue Earth, Mankato, and Milaca, Minnesota; Monterrey, Mexico; and Suzhou, China. All of our facilities are certified to one or more of the ISO/AS standards, including 9001, AS9100 and 13485, with most having additional certifications based on the needs of the customers they serve.
Recent Developments
Global Pandemic
The COVID-19 pandemic continued to impact our business in the first six months of 2022, primarily by continued supply chain disruptions and delays. The full extent to which COVID-19 will directly or indirectly impact our business, financial condition, and results of operations will depend on future developments that are highly uncertain and cannot be accurately predicted, including new information that may emerge concerning COVID-19, the actions taken to contain it or treat its impact and the economic impact on local, regional, national and international markets.
We will continue to assess the current and potential impacts of the COVID-19 pandemic on our business, financial condition, and results of operations. We actively manage our cash and working capital to preserve adequate liquidity and ensure that our business can continue to operate during these uncertain times.
Results of Operations
The following table presents statements of operations data as percentages of total net sales for the periods indicated:
| Three Months Ended |
Six Months Ended |
|||||||||||||||
| June 30, |
June 30, |
|||||||||||||||
| 2022 |
2021 |
2022 |
2021 |
|||||||||||||
| Net Sales |
100.0 | % |
100.0 | % |
100.0 | % |
100.0 | |||||||||
| Cost of Goods Sold |
84.6 | 88.1 | 85.7 | 90.1 | ||||||||||||
| Gross Profit |
15.4 | 11.9 | 14.3 | 9.9 | ||||||||||||
| Selling Expenses |
2.9 | 1.9 | 2.8 | 2.5 | ||||||||||||
| General and Administrative Expenses |
8.2 | 8.0 | 8.5 | 10.0 | ||||||||||||
| R&D Expenses |
1.1 | 0.7 | 1.1 | 0.4 | ||||||||||||
| Restructuring Charges |
- | 0.3 | - | 0.6 | ||||||||||||
| Gain on Sale of Property and Equipment |
0.0 | (0.3 | ) | 0.0 | (0.2 | ) | ||||||||||
| Income (Loss) from Operations |
3.2 | 1.3 | 1.9 | (3.4 | ) | |||||||||||
| Interest Expense |
(0.4 | ) | (0.3 | ) | (0.3 | ) | (0.4 | ) | ||||||||
| Income (Loss) Before Income Taxes |
2.8 | 1.0 | 1.6 | (3.8 | ) | |||||||||||
| Income Tax Expense (Benefit) |
0.6 | 0.4 | 0.2 | (1.2 | ) | |||||||||||
| Net (Loss) Income |
2.2 | % |
0.6 | % |
1.4 | % |
(2.6 | )% | ||||||||
Net Sales
Net sales for the three months ended June 30, 2022 and 2021 were $32.5 and $30.2 million, respectively, an increase of $2.3 million or 8%. Net sales for the six months ended June 30, 2022 and 2021 were $63.2 million and $52.3 million, respectively, an increase of $11.0 million or 21.0%. The three and six month increases were driven by increased demand as well as price increases to counteract higher material and labor cost. We have also taken actions to scale the direct labor workforce and strengthen the supply chain for parts.
Net sales to medical and defense customers increased compared to prior year for both the three and six month periods ended June 30, 2022. Sales to industrial customers decreased in the three months ended June 30, 2022 versus the same period in the prior year primarily due to supply chain challenges for electronic components.
Net sales by our major EMS industry markets for the three and six months ended June 30, 2022 and 2021 were as follows (in millions):
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||||||||||
| 2022 |
2021 |
% Change |
2022 |
2021 |
% Change |
|||||||||||||||||||
| Medical |
$ | 18.9 | $ | 16.1 | 17.4 | $ | 33.8 | $ | 28.4 | 19.0 | ||||||||||||||
| Industrial |
9.4 | 10.2 | (7.8 | ) | 18.1 | 16.4 | 10.4 | |||||||||||||||||
| Aerospace and Defense |
4.2 | 3.9 | 7.7 | 11.3 | 7.5 | 50.7 | ||||||||||||||||||
| Total Net Sales |
$ | 32.5 | $ | 30.2 | 7.6 | $ | 63.2 | $ | 52.3 | 20.8 | ||||||||||||||
Net sales by timing of transfer of goods and services for the three and six months ended June 30, 2022 is as follows (in millions):
| Three Months Ended June 30, 2022 |
||||||||||||||||
| Product/ Service Transferred Over Time |
Product Transferred at Point in Time |
Noncash Consideration |
Total Net Sales by Market |
|||||||||||||
| Medical |
$ | 13.2 | $ | 4.8 | $ | 0.6 | $ | 18.6 | ||||||||
| Industrial |
6.9 | 2.2 | 0.3 | 9.4 | ||||||||||||
| Aerospace and Defense |
3.9 | 0.4 | 0.2 | 4.5 | ||||||||||||
| Total net sales |
24.0 | 7.4 | 1.1 | 32.5 | ||||||||||||
| Six Months Ended June 30, 2022 |
||||||||||||||||
| Product/ Service Transferred Over Time |
Product Transferred at Point in Time |
Noncash Consideration |
Total Net Sales by Market |
|||||||||||||
| Medical |
$ | 23.0 | $ | 9.7 | $ | 1.1 | $ | 33.8 | ||||||||
| Industrial |
13.4 | 4.0 | 0.7 | 18.1 | ||||||||||||
| Aerospace and Defense |
10.0 | 0.8 | 0.5 | 11.3 | ||||||||||||
| Total net sales |
$ | 46.4 | $ | 14.5 | $ | 2.3 | $ | 63.2 | ||||||||
Net sales by timing of transfer of goods and services for the three and six months ended June 30, 2021 is as follows (in millions):
| Three Months Ended June 30, 2021 |
||||||||||||||||
| Product/ Service Transferred Over Time |
Product Transferred at Point in Time |
Noncash Consideration |
Total Net Sales by Market |
|||||||||||||
| Medical |
$ | 12.8 | $ | 3.1 | $ | 0.2 | $ | 16.1 | ||||||||
| Industrial |
8.3 | 1.7 | 0.2 | 10.2 | ||||||||||||
| Aerospace and Defense |
3.7 | 0.1 | 0.1 | 3.9 | ||||||||||||
| Total net sales |
$ | 24.8 | $ | 4.9 | $ | 0.5 | $ | 30.2 | ||||||||
| Six Months Ended June 30, 2021 |
||||||||||||||||
| Product/ Service Transferred Over Time |
Product Transferred at Point in Time |
Noncash Consideration |
Total Net Sales by Market |
|||||||||||||
| Medical |
$ | 21.7 | $ | 6.0 | $ | 0.7 | $ | 28.4 | ||||||||
| Industrial |
12.9 | 3.1 | 0.4 | 16.4 | ||||||||||||
| Aerospace and Defense |
6.8 | 0.4 | 0.3 | 7.5 | ||||||||||||
| Total net sales |
$ | 41.4 | $ | 9.5 | $ | 1.4 | $ | 52.3 | ||||||||
Backlog
Our 90-day shipment backlog as of June 30, 2022 was $35.9 million, a 1.2% increase from the beginning of the quarter and a 3.5% increase from June 30, 2021. Our backlog consists of firm purchase orders we expect to ship in the next 90 days, with any remaining amounts to be transferred within 180 days.
Our 90-day shipment backlog by market has remained relatively constant when compared to the prior quarter end and the same period of the prior year. 90-day shipment backlog by our major industry markets are as follows (in millions):
| Shipment Backlog as of the Period Ended |
||||||||||||
| June 30 |
March 31 |
June 30 |
||||||||||
| 2022 |
2022 |
2021 |
||||||||||
| Medical |
$ | 20.9 | $ | 19.7 | $ | 18.9 | ||||||
| Industrial |
9.8 | 9.7 | 9.8 | |||||||||
| Aerospace and Defense |
5.2 | 6.0 | 6.0 | |||||||||
| Total 90-Day Backlog |
$ | 35.9 | $ | 35.4 | $ | 34.7 | ||||||
Our 90-day backlog varies due to order size, manufacturing delays, contract terms and conditions and timing from customer delivery schedules and releases. These variables cause inconsistencies in comparing the backlog from one period to the next. Our total shipment backlog was $106.2 million and $71.5 million as of June 30, 2022 and 2021, respectively. This backlog contains the contract asset value of $9.1 million which have been recognized as revenue.
Gross Profit
Gross profit as a percent of net sales was 15.4% and 11.9% for the three months ended June 30, 2022 and 2021, respectively. Gross profit as a percent of net sales was 14.3% and 9.9% for the six months ended June 30, 2022 and 2021, respectively. The gross profit improvement was primarily driven by price increases in response to material and labor cost inflation as well as higher production volume which increased plant utilization.
Selling Expense
Selling expenses for the three months ended June 30, 2022 and 2021 were $1.0 million or 2.9% of sales and $0.6 million or 1.9% of sales, respectively. Selling expenses for the six months ended June 30, 2022 and 2021 were $1.8 million or 2.8% of sales and $1.3 million or 2.5% of sales, respectively. The increase in selling expense for the three and six months ended June 30, 2022 compared to the same periods of the prior year relates to an increase in headcount to support the increased sales.
General and Administrative Expense
General and administrative expenses for the three months ended June 30, 2022 and 2021 were $2.7 million or 8.2% of sales and $2.4 million or 8.0% of sales, respectively. General and administrative expenses for the six months ended June 30, 2022 and 2021 were $5.4 million or 8.5% of sales and $5.2 million or 10.0% of sales, respectively. General and administrative expenses for the three and six months ended June 30, 2022 were held relatively flat compared to the same periods of the prior year, and are generally fixed in nature.
Restructuring Charges
Restructuring charges for the three and six months ended June 30, 2021 were $0.1 million and $0.3 million, respectively. There were no restructuring charges for the three and six months ended June 30, 2022. The restructuring charges relate to the closure of the Merrifield facility during 2021.
Research and Development Expense
Research and development expenses were $0.4 million or 1.1% of net sales for the three months ended June 30, 2022 and $0.7 million or 1.1% of net sales for the six months ended June 30, 2022. Research and development expenses for both the three and six months ended June 30, 2021 was $0.2 million.
Income (Loss) From Operations
Income from operations for the three months ended June 30, 2022 was $1.0 million compared to $0.4 million for the three months ended June 30, 2021. Income from operations for the six months ended June 30, 2022 was $1.2 million compared to a loss from operations of $1.8 million for the six months ended June 30, 2021. The three and six month improvements compared to the same periods of the prior year were driven by the increase in sales and gross margin as a percent of sales.
Interest Expense
Interest expense was $0.1 million for both the three months ended June 30, 2022 and 2021. Interest expense was $0.2 million for both the six months ended June 30, 2022 and 2021.
Income Taxes
On a quarterly basis, we estimate what our effective tax rate will be for the full fiscal year and record a quarterly income tax provision based on the anticipated rate. As the year progresses, we refine our estimate based on the facts and circumstances, including discrete events, by each tax jurisdiction.
Our effective tax rate for the three and six months ended June 30, 2022 was 21% and 12%, respectively. The effective tax rate for the three and six months ended June 30, 2021 was 38% and 30%, respectively. The primary driver of the change in the effective tax rate is attributable to a US loss compared to income from the foreign entities.
Net Income (Loss)
Net income for the three months ended June 30, 2022 was $719 thousand or $0.27 per basic common share and $0.25 per diluted common share. Net income for the three months ended June 30, 2021 was $179 thousand or $0.07 per basic common share and $0.06 per diluted common share. Net income for the six months ended June 30, 2022 was $857 thousand or $0.32 per basic common share and $0.30 per diluted common share. Net loss for the six months ended June 30, 2021 was ($1,375) thousand or ($0.52) per basic and diluted common share.
Liquidity and Capital Resources
We believe that our existing financing arrangements, anticipated cash flows from operations, funds expected to be received for the ERC and cash on hand will be sufficient to satisfy our working capital needs for the next twelve months, capital expenditures and debt repayments.
Credit Facility
We have a credit agreement with Bank of America which was entered into on June 15, 2017 and provides for a line of credit arrangement of $16.0 million that expires on June 15, 2026.
Under the amended Bank of America credit agreement signed December 31, 2021, the line of credit is subject to variations in the Bloomberg Short-Term Bank Yield (BSBY) index rate. Our line of credit bears interest at a weighted-average interest rate of 3.9% and 3.5% as of June 30, 2022 and December 31, 2021, respectively. We had borrowings on our line of credit of $11.4 million and $9.0 million outstanding as of June 30, 2022 and December 31, 2021, respectively. There are no subjective acceleration clauses under the credit agreement that would accelerate the maturity of our outstanding borrowings. The line of credit is shown net of debt issuance costs of $50 thousand and $58 thousand on the consolidated balance sheet for the periods ended June 30, 2022 and December 31, 2021, respectively.
The line of credit with Bank of America contains certain covenants which, among other things, require us to adhere to regular reporting requirements, abide by annual shareholder dividend limitations, maintain certain financial performance, and limit the amount of annual capital expenditures.
The Bank of America Credit Agreement provides for, among other things, a Fixed Charge Coverage Ratio of not less than 1.0 to 1.0 for the twelve months ended at each Fiscal Quarter end subject only during a trigger period commencing when our availability under our line is less than $2,000 until availability is above that amount for 30 days. As of June 30, 2022 the Company was in compliance with its covenants.
At June 30, 2022, we had unused availability under our line of credit of $4.2 million supported by our borrowing base. The line is secured by substantially all of our assets. In the first quarter of 2022, we amended our credit agreement to include the Employee Retention Credit Receivable as security in our line of credit which improved our unused availability.
Off-Balance Sheet Arrangements
We have not engaged in any off-balance sheet activities as defined in Item 303(a)(4) of Regulation S-K.
Critical Accounting Policies and Estimates
Our significant accounting policies and estimates are summarized in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2021. Some of our accounting policies require us to exercise significant judgment in selecting the appropriate assumptions for calculating financial estimates. Such judgments are subject to an inherent degree of uncertainty. These judgments are based on our historical experience, known trends in our industry, terms of existing contracts and other information from outside sources, as appropriate. Actual results could differ from these estimates.
Forward-Looking Statements
Those statements in the foregoing report that are not historical facts are forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.
| ♦ | Volatility in the marketplace which may affect market supply, demand of our products, labor rates or currency exchange rates; | |
| ♦ | Supply chain disruption and unreliability; | |
| ♦ | Lack of supply of sufficient human resources to produce our products; | |
| ♦ | Increased competition from within the EMS industry or the decision of OEMs to cease or limit outsourcing; | |
| ♦ | Changes in the reliability and efficiency of our operating facilities or those of third parties; | |
| ♦ | Increases in certain raw material costs such as copper and oil; | |
| ♦ | Commodity and energy cost instability; | |
| ♦ | Risks related to FDA noncompliance; | |
| ♦ | The loss of a major customer; | |
| ♦ | General economic, financial and business conditions that could affect our financial condition and results of operations; | |
| ♦ | Increased or unanticipated costs related to compliance with securities and environmental regulation; | |
| ♦ | Disruption of global or local information management systems due to natural disaster or cyber-security incident; | |
| ♦ | Outbreaks of epidemic, pandemic, or contagious diseases, such as the recent novel coronavirus that affect our operations, our customers' operations or our suppliers' operations. |
The factors identified above are believed to be important factors (but not necessarily all of the important factors) that could cause actual results to differ materially from those expressed in any forward-looking statement made by us. Discussion of these factors is also incorporated in Part I, Item 1A, “Risk Factors,” and should be considered an integral part of Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Unpredictable or unknown factors not discussed herein could also have material adverse effects on forward-looking statements. All forward-looking statements included in this Form 10-K are expressly qualified in their entirety by the forgoing cautionary statements. We undertake no obligations to update publicly any forward-looking statement (or its associated cautionary language) whether as a result of new information or future events.
Please refer to forward-looking statements and risks as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q, our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). These controls and procedures are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based upon their evaluation of these disclosure controls and procedures as of the date of the evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II
ITEM 1. LEGAL PROCEEDINGS
We are subject to various legal proceedings and claims that arise in the ordinary course of business.
ITEM 1A. RISK FACTORS
We are affected by the risks specific to us as well as factors that affect all businesses operating in a global market. The significant factors known to us that could materially adversely affect our business, financial condition or operating results or could cause our actual results to differ materially from our expectations are described in our annual report on Form 10-K for the fiscal year ended under the heading “Part I – Item 1A.Risk Factors.” There have been no material changes in the risk factors from those disclosed in the Annual Report on Form 10-K for the year ended December 31, 2021.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
As of June 30, 2022, our share repurchase program has expired, and no additional amounts are available for repurchase.
ITEM 3. DEFAULTS ON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
Exhibits
| 31.1* | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended. | |
| 31.2* | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended. | |
| 32* | Certification of the Chief Executive Officer and Chief Financial Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101* | Financial statements from the quarterly report on Form 10-Q for the quarter ended June 30, 2022, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Loss, (iii) Condensed Consolidated Statements of Cash Flows, and (iv) the Condensed Notes to Condensed Consolidated Financial Statements. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
*Filed herewith
Signatures
-------------
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Nortech Systems Incorporated and Subsidiaries
--------------------------------------------------------
| Date: August 9, 2022 | by /s/ Jay D. Miller |
| Jay D. Miller | |
| Chief Executive Officer and President | |
| Nortech Systems Incorporated | |
| Date: August 9, 2022 | by /s/ Christopher D. Jones |
| Christopher D. Jones | |
| Vice President and Chief Financial Officer | |
| Nortech Systems Incorporated |
Exhibit 31.1
Certification of Chief Executive Officer
Pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934
I, Jay D. Miller, certify that:
|
1. |
I have reviewed this quarterly report on Form 10-Q of Nortech Systems, Inc. and Subsidiary; |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. |
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in the report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report on such evaluation; and |
|
d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
|
5. |
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
|
Date: August 9, 2022 |
By: |
/s/ Jay D. Miller |
|
Jay D. Miller |
||
|
Chief Executive Officer and President |
||
|
Nortech Systems Incorporated |
Exhibit 31.2
Certification of Chief Financial Officer
Pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934
I, Christopher D. Jones, certify that:
|
1. |
I have reviewed this quarterly report on Form 10-Q of Nortech Systems, Inc. and Subsidiary; |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. |
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in the report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report on such evaluation; and |
|
d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
|
5. |
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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Date: August 9, 2022 |
By: |
/s/ Christopher D. Jones |
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Christopher D. Jones |
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Vice President and Chief Financial Officer |
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Nortech Systems Incorporated |
Exhibit 32
Written Statement of the Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350
Solely for the purposes of complying with 18 U.S.C. Section 1350, I, the undersigned Jay D. Miller, hereby certify, based on my knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2022 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 9, 2022
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By: |
/s/ Jay D. Miller |
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Jay D. Miller |
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Chief Executive Officer and President |
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Nortech Systems Incorporated |
Written Statement of the Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350
Solely for the purposes of complying with 18 U.S.C. Section 1350, I, the undersigned Christopher D. Jones, hereby certify, based on my knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2022 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 9, 2022
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By: |
/s/ Christopher D. Jones |
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Christopher D. Jones |
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|
Vice President and Chief Financial Officer |
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Nortech Systems Incorporated |