Quarterly Report (10-q)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

NORTECH SYSTEMS INCORPORATED

Commission file number 0-13257

State of Incorporation: Minnesota

IRS Employer Identification No. 41-1681094

Executive Offices: 7550 Meridian Circle N., Suite # 150, Maple Grove, MN 55369

Telephone number: (952) 345-2244

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	NSYS	NASDAQ Capital Market

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. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of 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). Yes ☒ No ☐

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 ☐
	Non-accelerated Filer ☒	Smaller Reporting Company ☒
	Emerging growth company ☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of shares of $.01 par value common stock outstanding at May 5, 2022 was 2,682,064.

TABLE OF CONTENTS

PAGE

PART I - FINANCIAL INFORMATION

	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

	Item 2	-	Management's Discussion and Analysis of Financial Condition And Results of Operations	18

	Item 3	-	Quantitative and Qualitative Disclosures About Market Risk	25

	Item 4	-	Controls and Procedures	27


PART II - OTHER INFORMATION

	Item 1	-	Legal Proceedings	26

	Item 1A.	-	Risk Factors	26

	Item 2	-	Unregistered Sales of Equity Securities, Use of Proceeds	26

	Item 3	-	Defaults on Senior Securities	26

	Item 4	-	Mine Safety Disclosures	26

	Item 5	-	Other Information	26

	Item 6	-	Exhibits	27

SIGNATURES				28

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 MARCH 31,
	2022			2021

Net Sales	$	30,711		$	22,072

Cost of Goods Sold		26,667			20,511

Gross Profit		4,044			1,561

Operating Expenses
Selling Expenses		833			721
General and Administrative Expenses		2,729			2,796
Research and Development Expenses		328			-
Restructuring Charges		-			219
Gain on Sale of Assets		(15	)		-

Total Operating Expenses		3,875			3,736

Income (Loss) From Operations		169			(2,175	)

Other Expense
Interest Expense		(98	)		(86	)

Income (Loss) Before Income Taxes		71			(2,261	)

Income Tax Benefit		(67	)		(707	)

Net Income (Loss)	$	138		$	(1,554	)

Net Income (Loss) Per Common Share:

Basic (in dollars per share)	$	0.05		$	(0.58	)
Weighted Average Number of Common Shares Outstanding - Basic (in shares)		2,680,731			2,659,132

Diluted (in dollars per share)	$	0.05		$	(0.58	)
Weighted Average Number of Common Shares Outstanding - Diluted (in shares)		2,871,901			2,659,132

Other comprehensive income (loss)
Foreign currency translation		5			(34	)
Comprehensive income (loss), net of tax	$	143		$	(1,588	)

See Accompanying Condensed Notes to Condensed Consolidated Financial Statements

NORTECH SYSTEMS INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE DATA)

	MARCH 31, 2022			DECEMBER 31, 2021⁽¹⁾
ASSETS	*(Unaudited)*
Current Assets
Cash	$	841	$	643
Restricted Cash		776		1,582
Accounts Receivable, less allowances of $366 and $328		14,695		14,548
Employee Retention Credit Receivable		5,209		5,209
Inventories, Net		21,187		19,434
Contract Assets		8,114		8,698
Prepaid Expenses and Other Current Assets		1,996		1,660
Total Current Assets		52,818		51,774

Property and Equipment, Net		5,922		5,833
Operating Lease Assets		8,706		8,983
Other Intangible Assets, Net		465		501
Total Assets	$	67,911	$	67,091

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Current Portion of Finance Lease Obligations	$	508	$	601
Current Portion of Operating Lease Obligations		1,080		1,043
Accounts Payable		14,012		12,710
Accrued Payroll and Commissions		4,890		4,045
Other Accrued Liabilities		4,223		3,907
Total Current Liabilities		24,713		22,306

Long-Term Liabilities
Long Term Line of Credit		7,526		8,959
Long Term Finance Lease Obligations, Net		824		916
Long-Term Operating Lease Obligations, Net		8,411		8,695
Other Long-Term Liabilities		102		104
Total Long-Term Liabilities		16,863		18,674

Total Liabilities		41,576		40,980

Commitments and Contingencies

Shareholders' Equity
Preferred Stock, $1 par value; 1,000,000 Shares Authorized: 250,000 Shares Issued and Outstanding		250		250
Common Stock - $0.01 par value; 9,000,000 Shares Authorized: 2,682,064 and 2,672,064 Shares Issued and Outstanding, respectively		27		27
Additional Paid-In Capital		16,043		15,962
Accumulated Other Comprehensive Loss		61		56
Retained Earnings		9,954		9,816
Total Shareholders' Equity		26,335		26,111
Total Liabilities and Shareholders' Equity	$	67,911	$	67,091

See Accompanying Condensed Notes to Condensed Consolidated Financial Statements

⁽¹⁾ The balance sheet at December 31, 2021 has been derived from the audited financial statements at that date

NORTECH SYSTEMS INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(IN THOUSANDS)

	THREE MONTHS ENDED MARCH 31,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)	$	138		$	(1,554	)
Adjustments to Reconcile Net Income (Loss) to Net Cash
Provided By (Used In) Operating Activities:
Depreciation and Amortization		486			477
Compensation on Stock-Based Awards		48			21
Compensation on Equity Appreciation Rights		-			13
Loss on Held for Sales		-			28
(Gain) Loss on Disposal of Property and Equipment		(15	)		31
Change in Accounts Receivable Allowance		38			379
Change in Inventory Reserves		97			(394	)
Changes in Current Operating Items
Accounts Receivable		(188	)		2,732
Inventories		(1,852	)		(2,777	)
Contract Assets		585			(778	)
Prepaid Expenses and other Curent Assets		(263	)		(299	)
Income Taxes		(168	)		(796	)
Accounts Payable		1,302			1,553
Accrued Payroll and Commissions		845			721
Other Accrued Liabilities		438			(253	)
Net Cash Provided By (Used In) Operating Activities		1,491			(896	)

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from Sale of Property and Equipment		15			-
Purchase of Intangible Asset		-			(64	)
Purchases of Property and Equipment		(529	)		(208	)
Net Cash Used In Investing Activities		(514	)		(272	)

CASH FLOWS FROM FINANCING ACTIVITIES
Net Change in Line of Credit		(1,434	)		(1,128	)
Principal Payments on Long-Term Debt		-			(125	)
Principal Payments on Financing Leases		(184	)		(162	)
Stock Option Excercises		33			-
Net Cash Provided Used In Financing Activities		(1,585	)		(1,415	)

Effect of Exchange Rate Changes on Cash		-			1

Net Change in Cash and Cash Equivalents		(608	)		(2,582	)
Cash and Cash Equivalents - Beginning of Year		2,225			3,564
Cash and Cash Equivalents - End of Year	$	1,617		$	982

Reconciliation of cash and restricted cash reported within the consolidated balance sheets
Cash	$	841		$	384
Restricted Cash		776			598
Total Cash and restricted cash reported in the consolidated statements of cash flows	$	1,617		$	982
Supplemental Disclosure of Cash Flow Information:
Cash Paid During the Period for Interest	$	94		$	59
Cash Paid During the Period for Income Taxes		-			97

Supplemental Noncash Investing and Financing Activities:
Property and Equipment Purchases in Accounts Payable		-			214
Property Acquired Under Operating Lease		-			858

See Accompanying Condensed Notes to Condensed Consolidated Financial Statements

NORTECH SYSTEMS INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(UNAUDITED)

(IN THOUSANDS)

	Preferred Stock		Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Loss			Retained Earnings			Total Shareholders' Equity

BALANCE DECEMBER 31, 2020	$	250	$	27	$	15,816	$	(37	)	$	2,662		$	18,718
Net Loss		-		-		-		-			(1,554	)		(1,554	)
Foreign currency translation adjustment		-		-		-		(34	)		-			(34	)
Compensation on stock-based awards		-		-		21		-			-			21

BALANCE MARCH 31, 2021	$	250	$	27	$	15,837	$	(71	)	$	1,108		$	17,151

BALANCE DECEMBER 31, 2021	$	250	$	27	$	15,962	$	56		$	9,816		$	26,111
Net Income		-		-		-		-			138			138
Foreign currency translation adjustment		-		-		-		5			-			5
Stock option exercises		-		-		33		-			-			33
Compensation on stock-based awards		-		-		48		-			-			48

BALANCE MARCH 31, 2022	$	250	$	27	$	16,043	$	61		$	9,954		$	26,335

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 350,000 shares. There were additional shares authorized by the shareholders in March 2020 totaling 50,000. Since the last shareholders’ meeting, the Board of Directors has approved and is seeking shareholder approval of an additional 75,000 shares to be authorized under the plan.

We granted 21,000 service-based options and 21,000 market condition options to Jay Miller per his employment agreement signed February 27, 2022. The market condition options vest if certain stock prices are exceeded between February 27, 2024 and February 27, 2028. There were an additional 32,000 employee grants during the three months ended March 31, 2022, for a total of 74,000 options granted during the three months ended March 31, 2022. There were no options granted during the three months ended March 31, 2021.

Total compensation expense related to stock options was $43 and $21 for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, there was $816 of unrecognized compensation which will vest over the next 3.96 years.

Following is the status of all stock options as of March 31, 2022:

	Shares			Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding - January 1, 2022		387,500		$	4.57
Granted		74,000			10.73
Exercised		(10,000	)		3.43
Cancelled		(600	)		3.29
Outstanding - March 31, 2022		450,900		$	5.58		7.12	$	2,063
Exercisable - March 31, 2022		204,500		$	3.92		6.32	$	889

Restricted Stock Units

During the three months ended March 31, 2022, we granted 21,000 restricted stock units (“RSUs”) under our 2017 Stock Incentive Plan to non-employee directors which vest over two years. There were no RSUs outstanding prior to the three months ended March 31, 2022. Total compensation expense related to the RSUs were $5 and $0 for the three months ended March 31, 2022 and 2021, respectively. Total unrecognized compensation expense related to the RSUs was $243, which will vest over the next 1.96 years. The RSUs granted in the three months ended March 31, 2022 had a grant price of $11.80 per share with a weighted average remaining contractual term of 9.96 years. No RSUs vested during the three months ended March 31, 2022.

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 1,000,000 Units as amended and restated on March 11, 2015. There were no units granted during the three months ended March 31, 2022 or March 31, 2021.

The 100,000 units outstanding at December 31, 2021 were paid on March 29, 2022. As of March 31, 2022, there are no units outstanding. Total compensation expense related to the vested outstanding Units based on the estimated appreciation over their remaining terms was $0 and $143 for the three months ended March 31, 2022 and 2021, respectively.

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 months ended March 31, 2022 there were 191,170 diluted shares with $0.02 earnings per diluted share. For the three months ended March 31, 2021, all stock options were deemed to be antidilutive as there was a net loss and, therefore, were not included in the computation of income per common share amount.

We had outstanding stock options totaling 51,911 and RSUs totaling 21,000 that are not considered in the computation of diluted net income (loss) per share as their effect would have been anti-dilutive for the three months ended March 31, 2022.

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 March 31, 2022 we had outstanding letters of credit for $400 in total to Essjay Bemidji Holdings, LLC and Essjay Mankato Holdings, LLC. Restricted cash as of March 31, 2022 was $776. The March 31, 2022 restricted cash balance included lockbox deposits that are temporarily restricted due to timing at the period end. The lockbox deposits are applied against our line of credit the next business day.

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 $366 at March 31, 2022 and $328 at December 31, 2021.

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:

	March 31, 2022			December 31, 2021
Raw Materials	$	20,221		$	18,492
Work in Process		1,796			1,678
Finished Goods		565			562
Reserves		(1,395	)		(1,298	)

Total	$	21,187		$	19,434

Other Intangible Assets

Other intangible assets at March 31, 2022 and December 31, 2021 are as follows:

	Customer Relationships		Trade Names		Patents		Total
Balance at January 1, 2021	$	507	$	589	$	77	$	1,173
Additions		-		-		64		64
Amortization		147		29		-		176
Abandonment Loss		-		560		-		560
Balance at December 31, 2021		360		-		141		501
Amortization		36		-		-		36
Balance at March 31, 2022	$	324	$	-	$	141	$	465

Intangible assets are amortized on a straight-line basis over their estimated useful lives. The weighted-average remaining amortization period of our intangible assets is 2.5 years. Patents are not being amortized as they are in process and a patent has not yet been received.

Amortization expense of finite life intangible assets for the three months ended March 31, 2022 and 2021 was $36 and $46, respectively.

Estimated future annual amortization expense (not including the patents in process) related to these assets is approximately as follows:

Year	Amount
Remainder of 2022	$	109
2023		145
2024		70
Total	$	324

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.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform. ASU 2020-04 provides optional guidance for a limited period of time to ease potential accounting impact associated with transitioning away from reference rates that are expected to be discontinued, such as LIBOR. The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. The amendments in ASU 2020-04 can be adopted as of March 12, 2020 and are effective through December 31, 2022. Our line of credit agreement with Bank of America was amended on December 31, 2021 to reference the Bloomberg Short-Term Bank Yield Index (BSBY) rather than LIBOR. We do not anticipate a material impact on our consolidated financial statements related to the change in index. We do not have additional material agreements that will be impacted by a change in reference rate.

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 two financial institutions, one in the United States and one in China. The account in the United States may at times exceed federally insured limits. Of the $1,617 in cash and restricted cash at March 31, 2022, approximately $769 and $63 was held at banks located in China and Mexico, respectively. We grant credit to customers in the normal course of business and do not require collateral on our accounts receivable.

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. One customer accounted for 23% and 29% of net sales for the three months ended March 31, 2022 and 2021, respectively.

At March 31, 2022, two customers represented approximately 35% of our total accounts receivable. At December 31, 2021, one customer represented approximately 19% of our total accounts receivable.

Export sales represented approximately 5% and 4% of net sales for the three months ended March 31, 2022 and 2021, respectively.

NOTE 3. REVENUE

Revenue recognition

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. Revenue under contract manufacturing agreements that was recognized over time accounted for approximately 73% and 75% of our revenue for the three months ended March 31, 2022 and 2021, respectively. Revenues under these agreements are generally recognized over time using an input measure based upon the proportion of actual costs incurred. If these requirements are not met, the revenue is recognized at a point in time, generally upon shipment.

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 three months ended March 31, 2022 was as follows (in thousands):

Three Months Ended March 31, 2022
Outstanding at January 1, 2022	$	8,698
Increase (decrease) attributed to:
Transferred to receivables from contract assets recognized		(7,773	)
Product transferred over time		7,189
Outstanding at March 31, 2022	$	8,114

We expect substantially all the remaining performance obligations for the contract assets recorded as of March 31, 2022, to be transferred to receivables within 90 days, with any remaining amounts to be transferred within 180 days. We bill our customers upon shipment with payment terms of up to 120 days.

The following tables summarize our net sales by market for the three ended March 31, 2022 and 2021, respectively:

	Three Months Ended March 31, 2022
	Product/ Service Transferred Over Time		Product Transferred at Point in Time		Noncash Consideration		Total Net Sales by Market
Medical	$	9,806	$	4,915	$	544	$	15,265
Industrial		6,529		1,791		347		8,667
Aerospace and Defense		6,057		425		296		6,778
Total net sales	$	22,392	$	7,131	$	1,187	$	30,710

	Three Months Ended March 31, 2021
	Product/ Service Transferred Over Time		Product Transferred at Point in Time		Noncash Consideration		Total Net Sales by Market
Medical	$	8,959	$	2,893	$	490	$	12,342
Industrial		4,630		1,336		252		6,218
Aerospace and Defense		3,064		262		186		3,512
Total net sales	$	16,653	$	4,491	$	928	$	22,072

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 $16,000 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 3.6% and 3.5% as of March 31, 2022 and December 31, 2021, respectively. We had borrowings on our line of credit of $7,579 and $9,016 outstanding as of March 31, 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 $53 and $58 on the consolidated balance sheet for the periods ended March 31, 2022 and December 31, 2021, respectively.

The line of credit and real estate term notes with Bank of America contain 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 ending December 31, 2020 and each Fiscal Quarter end thereafter 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. The Company met the covenants for the period ended March 31, 2022.

At March 31, 2022, we had unused availability under our line of credit of $8,021 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.

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 one to five 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 March 31, 2022, we do not have material lease commitments that have not commenced.

The components of lease expense were as follows:

	March 31,		March 31,
Lease Cost	2022		2021
Operating lease cost	$	581	$	531
Finance lease interest cost		94		23
Finance lease amortization expense		182		163
Total lease cost	$	857	$	717

Supplemental balance sheet information related to leases was as follows:

	Balance Sheet Location	March 31, 2022		December 31, 2021
Assets
Operating lease assets	Operating lease assets	$	8,706	$	8,983
Finance lease assets	Property, Plant and Equipment		1,869		2,052

Total leased assets		$	10,575	$	11,035

Supplemental cash flow information related to leases was as follows:

	March 31,		March 31,
	2022		2021
Operating leases
Cash paid for amounts included in the measurement of lease liabilities	$	434	$	357
Right-of-use assets obtained in exchange for lease obligations	$	-	$	858

Maturities of lease liabilities were as follows:

	Operating Leases			Finance Leases			Total
Remaining 2022	$	1,321		$	460		$	1,781
2023		1,810			409			2,219
2024		1,509			357			1,866
2025		1,255			103			1,358
2026		1,217			115			1,332
Thereafter		7,066			-			7,066
Total lease payments	$	14,178		$	1,444		$	15,622
Less: Interest		(4,687	)		(112	)		(4,799	)
Present value of lease liabilities	$	9,491		$	1,332		$	10,823

The lease term and discount rate at March 31, 2022 were as follows:

Weighted-average remaining lease term (years)
Operating leases	9.3
Finance leases	3.0
Weighted-average discount rate
Operating leases	7.7	%
Finance leases	5.2	%

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 months ended March 31, 2022 and 2021 was (94)% and 31%, respectively. The primary drivers of the change in the effective tax rate is attributable to the US loss compared to book income on foreign entities and expected US book income for the year. There are also discrete items related to a release of valuation allowance from use of state attributes and non-qualified options exercised over book value.

NOTE 7. RESTRUCTURING CHARGES

During the first quarter of 2021, we recorded restructuring charges of $219 related to the consolidation of our production facilities and closure of our Merrifield, Minnesota facility. Loss on held for sale assets, relating to write downs to fair value, was $28 during the three months ended March 31, 2021. There were no restructuring charges or amounts accrued in the three months ended March 31, 2022.

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 March 31, 2022 and December 31, 2021, the Company has ERC benefits of $5,209 within Employee Retention Credits Receivable on the condensed consolidated balance sheet.

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 months ended March 31, 2022 and 2021, Abilitech paid the Company $54 and $268, respectively, for delivery of medical products. The Company believes that transactions with Abilitech are on terms comparable to those that the Company could reasonably expect in an arm's length transaction with an unrelated third party.

David Kunin, our Chairman, is a minority owner (less than 10%) of Marpe Technologies, LTD an early-stage medical device company dedicated to the early detection of skin cancer through full body scanners. Mr. Kunin is also a member of the Board of Directors of Marpe Technologies. The Company worked with Marpe Technologies to apply for a grant from the Israel-United States Binational Industrial Research and Development Foundation, a legal entity created by Agreement between the Government of the State of Israel and the Government of the United States of America (“BIRD Foundation”). The parties were successful in receiving approval for a $1,000 conditional grant. The Company and Marpe Technologies will each receive $500 from the BIRD Foundation and, among other obligations under the grant, each is required to contribute $500 to match grant funds from the BIRD Foundation. The Company will meet its obligation by providing certain services at cost or with respect to administrative services at no cost to Marpe Technologies. The total value of the contribution will not exceed $500. The Company will receive a 10-year exclusive right to manufacture the products of Marpe Technologies. There can be no assurances that Marpe Technologies’ medical device will be commercially successful, that Marpe Technologies will be successful in raising additional funds to finance its operations or, if commercially successful, the Company will recoup the value of services provided to Marpe for which is not fully paid. The transactions between the Company and Marpe Technologies have been approved by the Audit Committee pursuant to the Company Related-Party Transactions Policy. During the three months ended March 31, 2022, we incurred expenses of $80 and recognized revenue of $89. There were no expenses incurred or revenue recognized for the three months ended March 31, 2021. The Company believes that transactions with Marpe are on terms comparable to those that the Company could reasonably expect in an arm’s length transaction with an unrelated third party.

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 quarter of 2022 primarily driven by the emergence of the Omicron variant with a resulting increase in COVID cases in early 2022. During the first quarter of 2022, our performance was also adversely affected 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 March 31,
	2022			2021
Net Sales		100.0	%		100.0	%
Cost of Goods Sold		86.8			92.9
Gross Profit		13.2			7.1

Selling Expenses		2.7			3.3
General and Administrative Expenses		8.9			12.7
R&D Expenses		1.1			-
Restructuring Charges		-			1.0
Gain on Sale of Property and Equipment		(0.1	)		-
(Loss) Income from Operations		0.6			(9.9	)

Interest Expense		(0.3	)		(0.3	)
(Loss) Income Before Income Taxes		0.3			(10.2	)

Income Tax (Benefit) Expense		(0.2	)		(3.2	)
Net (Loss) Income		0.5	%		(7.0	)%

Net Sales

Net sales were $30.7 million in the first quarter of 2022, as compared to $22.1 million in the first quarter of the prior year, an increase of $8.6 million or 38.9% that was driven primarily due to higher production volume 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 by our major industry markets for the three months ended March 31, 2022 and 2021 were as follows (in millions):

	Three months Ended March 31,
	2022		2021		% Change
Medical	$	15.2	$	12.3		23.6
Industrial		8.7		6.2		40.3
Aerospace and Defense		6.8		3.6		88.9
Total Net Sales	$	30.7	$	22.1		38.9

Net sales by timing of transfer of goods and services for the three ended March 31, 2022 is as follows (in millions):

	Three Months Ended March 31, 2022
	Product/ Service Transferred Over Time		Product Transferred at Point in Time		Noncash Consideration		Total Net Sales by Market
Medical	$	9.8	$	4.9	$	0.5	$	15.2
Industrial		6.5		1.8		0.4		8.7
Aerospace and Defense		6.1		0.4		0.3		6.8
Total net sales	$	22.4	$	7.1	$	1.2	$	30.7

Net sales by timing of transfer of goods and services for the three ended March 31, 2021 is as follows (in millions):

	Three Months Ended March 31, 2021
	Product/ Service Transferred Over Time		Product Transferred at Point in Time		Noncash Consideration		Total Net Sales by Market
Medical	$	9.0	$	2.9	$	0.5	$	12.4
Industrial		4.6		1.3		0.3		6.2
Aerospace and Defense		3.1		0.3		0.1		3.5
Total net sales	$	16.7	$	4.5	$	0.9	$	22.1

Backlog

Our 90-day shipment backlog as of March 31, 2022 was $35.4 million, a 4.1% decrease from the beginning of the quarter and a 13.8% increase from March 31, 2021. Backlog for our medical customers decreased 3.4% from the beginning of the quarter and increased 23.9% from the prior year. Our industrial customers’ backlog increased 9.0% from the beginning of the quarter and decreased 4.0% from the prior year. The aerospace and defense backlog decreased 21.1% from the beginning of the quarter and increased 17.6% from the prior year. 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.

90-day shipment backlog by our major industry markets are as follows (in millions):

	Shipment Backlog as of the Period Ended
	March 31, 2022		December 31, 2021		March 31, 2021
Medical	$	19.7	$	20.4	$	15.9
Industrial		9.7		8.9		10.1
Aerospace and Defense		6.0		7.6		5.1
Total 90-Day Backlog	$	35.4	$	36.9	$	31.1

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 $97.6 million and $62.8 million as of March 31, 2022 and March 31, 2021, respectively. This backlog contains the contract assets which have been recognized as revenue.

Gross Profit

Gross profit as a percent of net sales 13.2% and 7.1% for the three months ended March 31, 2022 and 2021, respectively. The gross profit improvement was primarily driven by higher production volume which increased plant utilization. Additionally, we did implement price increases in response to material and labor cost inflation.

Selling Expense

Selling expenses for the three months ended March 31, 2022 and 2021 was $0.8 million or 2.7% of sales and $0.7 million or 3.3% of sales, respectively.

General and Administrative Expense

General and administrative expenses for the three months ended March 31, 2022 and 2021 were held relatively flat, and are generally fixed in nature, at $2.7 million or 8.9% of sales and $2.8 million or 12.7% of sales, respectively.

Restructuring Charges

Restructuring charges for the three months ended March 31, 2021 was $0.2 million or 1.0% of sales. The restructuring charges are due to the closure of the Merrifield facility during 2021.

Research and Development Expense

Research and development expenses were $0.3 million or 1.1% of net sales for the three months ended March 31, 2022. There were no research and development expenses for the three months ended March 31, 2021.

Income (Loss) From Operations

First quarter 2022 income from operations was $169 thousand compared to a loss from operations of $2.3 million for the first quarter in 2021, driven by the increase in sales and gross margin as a percent of sales.

Interest Expense

Interest expense was $98 thousand and $86 thousand for the three months ended March 31, 2022 and 2021, respectively. The increase in interest expense relates to increased borrowings on the line of credit in the first quarter of 2022 compared to the first quarter of 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 months ended March 31, 2022 and 2021 was (94)% and 31%, respectively. The primary drivers of the change in the effective tax rate is attributable to the US loss compared to book income on foreign entities and expected US book income for the year. There are also discrete items related to a release of valuation allowance from use of state attributes and NQO options exercised over book value.

Net Income (Loss)

Net income for the three months ended March 31, 2022 was $138 thousand or $0.05 per basic and diluted common share. Net loss for the three months ended March 31, 2021 of $1.6 million or $0.58 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 $16,000 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 3.6% and 3.5% as of March 31, 2022 and December 31, 2021, respectively. We had borrowings on our line of credit of $7.6 million and $9.0 million outstanding as of March 31, 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 $53 thousand and $57 thousand on the consolidated balance sheet for the periods ended March 31, 2022 and December 31, 2021, respectively.

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 ending December 31, 2020 and each Fiscal Quarter end thereafter subject only during a trigger period commencing when our availability under our line is less than $2.0 million until availability is above that amount for 30 days days. The Company met the covenants for the period ended March 31, 2022.

At March 31, 2022, we had unused availability under our line of credit of $8.0 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 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 March 31, 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 March 31, 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

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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

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