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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/17/22 Nortech Systems Inc. 10-K 12/31/21 77:6.8M RDG Filings/FA |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM i 10-K
i ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the fiscal year ended i December 31, 2021
OR
i ☐ 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
(Exact name of registrant as specified in its charter)
Commission file number i 0-13257
State of Incorporation: i Minnesota
IRS Employer Identification No. i 41-1681094
Executive Offices: i 7550 Meridian Circle N #150, i Maple Grove, i MN i 55369
Telephone number: ( i 952) i 345-2244
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class
| Trading Symbol | Name of each exchange on which registered |
| i Common Stock, par value $.01 per share | i NSYS | i NASDAQ Capital Market |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ i No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ i No ☒
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. i Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). i Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
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 ☐ |
| i Non-accelerated filer ☒ | Smaller reporting company i ☒ |
| Emerging growth company i ☐ |
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404 (b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. i ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes i ☐ No ☒
The aggregate market value of voting stock held by non-affiliates of the registrant, based on the closing price of $7.99 per share, was $ i 9,858,892 on June 30, 2021.
Shares of common stock outstanding at March 9, 2022: i 2,682,064.
(The remainder of this page was intentionally left blank.)
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Proxy Statement for Registrant’s Annual Meeting of Shareholders to be held on May 11, 2022 have been incorporated by reference into Part III of this Form 10-K. The Proxy Statement is expected to be filed with the Securities and Exchange Commission (the SEC) within 120 days after December 31, 2021, the end of our fiscal year.
(The remainder of this page was intentionally left blank)
NORTECH SYSTEMS INCORPORATED
ANNUAL REPORT ON FORM 10-K
| PART I |
PAGE |
|
| Item 1. |
Business |
4-7 |
| Item 1A. |
Risk Factors |
8-15 |
| Item 1B. |
Unresolved Staff Comments |
15 |
| Item 2. |
Properties |
16 |
| Item 3. |
Legal Proceedings |
16 |
| Item 4. |
Mine Safety Disclosures |
16 |
| PART II |
||
| Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
17 |
| Item 6. |
Selected Financial Data |
17 |
| Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
18-28 |
| Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk |
28 |
| Item 8. |
Financial Statements and Supplementary Data |
29-59 |
| Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
60 |
| Item 9A. |
Controls and Procedures |
60 |
| Item 9B. |
Other Information |
60 |
| PART III |
||
| Item 10. |
Directors, Executive Officers and Corporate Governance |
61 |
| Item 11. |
Executive Compensation |
61 |
| Item 12. |
Security Ownership of Certain Beneficial Owners, Management and Related Stockholder Matters |
61-62 |
| Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
62 |
| Item 14. |
Principal Accountant Fees and Services |
62 |
| PART IV |
||
| Item 15. |
Exhibits and Financial Statement Schedules |
63-65 |
| Signatures |
66 |
|
| 67-69 |
NORTECH SYSTEMS INCORPORATED
FORM 10-K
For the Year Ended December 31, 2021
PART I
Item 1. Business
General
Nortech Systems, Inc., (“the Company”, “we”, “our”) organized in December 1990, is a provider of design and manufacturing solutions for complex electromedical devices, electromechanical systems, assemblies and components headquartered in Maple Grove, Minnesota, a suburb of Minneapolis, Minnesota. We maintain facilities and operations in Minnesota in the United States; Monterrey, Mexico; and Suzhou, China. We offer a full range of value-added engineering, technical and manufacturing services and support including project management, designing, testing, prototyping, manufacturing, supply chain management and post-market services. Our manufacturing and engineering services include complete medical devices, printed circuit board assemblies, wire and cable assemblies, and complex higher-level electromechanical assemblies. The majority of our revenue is derived from products built to the customer's design specifications.
Our breadth of manufacturing, technical expertise and experience make us attractive to our broad customer base. Our customers are original equipment manufacturers (“OEMs”) in the Medical, Aerospace and Defense and Industrial markets. The diversity in the markets we serve is an advantage in dealing with the effects of fluctuations from the economy and competition. In the design phase, we provide technical support, subject matter expertise in design for manufacturing and testing capabilities that allow our customer programs to get to production faster while meeting both their quality and cost requirements. Our customers rely on our experience and capabilities in manufacturing and supply chain to manage and reduce cost over the life cycle of their products. This requires a strong relationship with our customers based on a trusting partnership as we perform as an extension of their operations.
All of our facilities are certified to one or more of the industry standards, including International Standards Organization (“ISO”) 9001, ISO 13485, and Aerospace Systems (“AS”) 9100, with most having additional certifications based on the needs of the customers they serve. In addition to industry standard certifications we actively manage quality metrics throughout product life-cycle at all levels of the organization to provide real-time, pro-active support to our customers and their projects. Process validation is performed through the strict phases of installation qualification, operation qualification and performance qualification.
Business Segment
The Company operates in the Medical, Aerospace & Defense and Industrial markets with over 50% of its revenue coming from medical device and product manufacturing and related engineering services. All of our operations fall under the Contract Manufacturing segment within the Electronic Manufacturing Services (“EMS”) industry. We strategically direct production between our various manufacturing facilities based on a number of considerations to best meet our customers’ needs. We share resources for sales, marketing, engineering, supply chain, information services, human resources, payroll, and all corporate accounting functions. Our financial information is consolidated and evaluated regularly by the chief operating decision maker in assessing performance and allocating resources.
Business Strategy
The EMS industry has evolved into a dynamic, high-tech, regulated global electronics contract services industry. We continue to expand our capabilities and footprint to better meet these changing market requirements. Along with offering technical expertise in our quality processes, engineering design applications and testing, we are also increasing our focus on supplier-managed inventory services and the cost drivers throughout the global supply chain. We continue to transform our business model from one that is less transactional and price/commodity driven to a solution based model focused on value added services. We continue to pursue strategic opportunities that may include acquisitions, mergers, and/or joint ventures with complementary companies to expand our service offering, advance our competitive edge, grow our customer base and increase revenues. Our strategic objectives and our history have been based on both organic and acquired growth.
Our quality systems and processes are based on ISO standards with all facilities certified to ISO 9001 and/or AS9100 standards. We also have ISO 13485 certification which recognizes our quality management systems applicable to contract design, manufacture and repair of assemblies for the medical industry. Our Milaca operation is a U.S. Food and Drug Administration (“FDA”) registered facility. These certifications and registrations provide our customers assurance of our capabilities and proven processes.
We are committed to quality, cost effectiveness and responsiveness to customer requirements. To achieve these objectives we have invested in Restriction of Hazardous Substances (lead free) processing, equipment, plant capacity studies, people, enterprise resource planning systems, lean manufacturing and supply chain management techniques at our facilities. We are committed to continuous improvement and have invested in training our people to identify and act on improvement opportunities. We maintain a diversified customer base and expand into other capabilities and services when there is a fit with our core competencies and strategic vision.
Marketing
We concentrate our marketing efforts in the Medical, Aerospace & Defense and Industrial markets. Our marketing strategy emphasizes our breadth, expertise and experience in each of our markets. Our expertise helps our customers save time and money and also reduces their risks. The breadth of our manufacturing, supply chain, engineering services and complete turnkey solutions assist our customers in getting their products to market quickly while managing the total cost solution. Our strength is managing low to moderate volume components and assemblies with high mix customer demand. This requires us to have close customer relationships and operational flexibility to manage the variation of product demands.
Our customer emphasis continues to be on companies that require an electronic manufacturing partner with a high degree of manufacturing and quality sophistication, including statistical process control, statistical quality control, ISO standards, Military Specifications, AS9100 and FDA facility registration. We continue efforts to penetrate our existing customer base and expand market opportunities with participation in industry forums and selected trade shows. We target customers who value proven manufacturing performance, design, project management and application engineering expertise and who value the flexibility to manage the supply chain of a high mix of products and services. We market our services through a mix of traditional marketing outreach, a specialized business development team and independent manufacturers' representatives. For more information on our marketing and service offerings see our web site at nortechsys.com. The information on our company’s website is not part of this filing.
Sources and Availability of Materials
We currently purchase the majority of our electronic components globally and directly from electronic component manufacturers and large electronic distributors. In 2021, we, like many other companies in our industries, experienced significant supply chain and shipping disruptions. We attempt to overcome these disruptions through advanced supply chain solutions we develop in partnership with our customers, a commitment to strong supplier partnerships and risk management tools.
Major Customers
Our largest customer accounted for approximately 26.9% and 23.4% of net sales for the years ended December 31, 2021 and 2020, respectively.
Patents and Licenses
Our success depends on our technical expertise, trade secrets, supply chain and manufacturing skills. However, during the normal course of business we have obtained or developed proprietary product requiring licensing, patent, copyright or trademark protection.
Competition
The contract manufacturing EMS industry's competitive makeup includes small closely held contract manufacturing companies, large global full-service contract manufacturers, company-owned in-house manufacturing facilities and foreign contract manufacturers. We do not believe that the small closely held operations pose a significant competitive threat in the markets and customers we serve, as they generally do not have the complete manufacturing and engineering services or capabilities required by our target customers. We believe the larger global full service and foreign manufacturers are more focused on higher volume customer engagements and we do not see them as our primary competition. We continue to see opportunities with OEM companies that have their own in-house electronic manufacturing capabilities as they evaluate their internal costs and investments against outsourcing to contract manufacturers like us. We see trends of the low volume, high mix customer demand going to a regional supply base. This is a good fit with our operations in US, Mexico and Asia. We continue to study and investigate other regions and global alternatives to meet our competitive challenges and customer requirements.
Research and Development
We perform research and development for customers on an as requested, project and program basis for development of conceptual engineering and design activities as well as products moving into production. We spent approximately $528,000 and $0 on Company-sponsored product research and development in 2021 and 2020, respectively. We continue to explore opportunities for developing proprietary manufacturing methods or products, particularly in complex wire and cable interconnect technologies.
Environmental Law Compliance
We believe that our manufacturing facilities are currently operating in compliance with local, state, and federal environmental laws. We plan to continue acquiring environmental-oriented equipment and incurring the expenditures we deem necessary for compliance with applicable laws. Expenditures relating to compliance for operating facilities incurred in the past have not significantly affected our capital expenditures, earnings or competitive position.
Government Regulation
As a medical device manufacturer, we have additional compliance requirements. We are required to register with the FDA and are subject to periodic inspection by the FDA for compliance with the FDA’s Quality System Regulation (“QSR”) requirements, which require manufacturers of medical devices to adhere to certain regulations, including testing, quality control and documentation procedures. Compliance with applicable regulatory requirements is subject to continual review and is rigorously monitored through periodic inspections and product field monitoring by the FDA. To support the quality requirements of our Aerospace and Defense market customers, all our US locations are International Traffic in Arms Regulations (“ITAR”) compliant.
Human Capital Resources
We have 782 full-time and 25 part-time/temporary employees as of December 31, 2021. Manufacturing personnel, including direct, indirect support and sales functions, comprise 763 employees, while general administrative employees total 44.
Foreign Operations and Export Sales from Our Domestic Operations
We have leased manufacturing facilities in Monterrey, Mexico and Suzhou, China. Monterrey, Mexico has approximately $454,000 and $681,000 in long-term assets, and $2,800,000 and $3,117,000 of Right of Use Assets at December 31, 2021 and 2020, respectively. Suzhou, China has approximately $715,000 and $688,000 in long-term assets, and $896,000 and $307,000 of Right of Use Assets at December 31, 2021 and 2020, respectively. Export sales from our domestic operations represented 3.1% and 2.8% of net sales the years ended December 31, 2021 and 2020, respectively.
Available Information
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports are available free of charge, as soon as reasonably practicable, after we electronically file such material with, or furnish it to, the United States Securities and Exchange Commission ("SEC"). These reports are available on our website at http://www.nortechsys.com and on the SEC's website at http://www.sec.gov. Information included on our website is not deemed to be incorporated into this Annual Report on Form 10-K.
Item 1A. Risk Factors
In evaluating our Company, careful consideration should be given to the following risk factors, in addition to the other information included in this Annual Report on Form 10-K. Each of these risk factors could adversely affect our business, operating results and/or financial condition, as well as adversely affect the value of an investment in our common stock. In addition to the following disclosures, please refer to the other information contained in this report, including our consolidated financial statements and the related notes.
Risks Related to our Business
A large percentage of our sales have been made to a small number of customers, and the loss of a major customer, if not replaced, would adversely affect us.
Our largest customer has accounts for 26.9% and 23.4% of net sales for the years ended December 31, 2021 and 2020, respectively. The loss of a substantial portion of net sales to our largest customers could have a material adverse effect on us.
We are dependent on suppliers for components and raw materials and may experience shortages, extended lead times, cost premiums and shipment delays that would adversely affect our customers and us.
We purchase raw materials, commodities and components for use in our production. Increased costs of these materials could have an adverse effect on our production costs if we are unable to pass along price increases or reduce the other cost of goods produced through cost improvement initiatives. Fuel and energy cost increases could also adversely affect our freight and operating costs. Due to customer specifications and requirements, we are dependent on suppliers to provide critical electronic and other components and materials for our operations that could result in shortages of some of the components needed for production. Component shortages may result in an inability to deliver products on time or at all, expedited freight, overtime premiums and increased component costs. In addition to the financial impact on operations from lost revenue and increased cost, there could potentially be harm to our customer relationships. To reduce the effects of supply chain disruption for our customers, we have increased inventory significantly, which has resulted in a reduction of cash available. If we are unable to sell such inventory or sell such inventory within a reasonable timeframe, it may adversely affect our operations and financial results.
Our customers cancel orders, change order quantity, timing and specifications that if not managed would have an adverse effect on inventory carrying costs.
We face, through the normal course of business, customer cancellations and rescheduled orders and are not always successful in recovering the costs of such cancellations or rescheduling. In addition, excess and obsolete inventory losses as a result of customer order changes, cancellations, product changes and contract termination could have an adverse effect on our operations. We estimate and reserve for any known or potential impact from these possibilities.
We depend heavily on our people and may from time to time have difficulty attracting and retaining skilled employees.
Our operations depend upon the continued contributions of our key management, marketing, technical, financial, accounting, product development engineers, sales people and operations personnel. We also believe that our continued success will depend upon our ability to attract, retain and develop highly skilled managerial and technical resources and direct labor resources within our highly competitive industries. Not being able to attract or retain these employees could have a material adverse effect on revenues and earnings.
Our engineering revenue depends on our ability to deliver quality value-added engineering services required by our customers.
The markets for our engineering services are characterized by rapidly changing technology and evolving process development. The continued success of our business will depend upon our ability to hire and retain qualified engineering personnel and maintain and enhance our technological leadership. Although we believe that we currently have the ability to provide the value-added engineering services that is required by our customers, there is no certainty that we will develop the capabilities required by our customers in the future. The emergence of new technology, industry standards or customer requirements may render the engineering services we currently provide obsolete or uncompetitive. The acquisition and implementation of new engineering knowledge, technical skills and related equipment may require significant expense that could adversely affect our operating results, as could our failure to anticipate and adapt to our customers’ changing technological requirements.
We operate in highly competitive industries and we depend on continuing outsourcing by OEMs.
We compete against many companies that engineer and manufacture complex electromedical and electromechanical products medical, aerospace & defense products and industrial products. The larger global competitors have more resources and greater economies of scale and have more geographically diversified international operations. We also compete with OEM operations that are continually evaluating manufacturing products internally against the advantages of outsourcing or delaying their decision to outsource. We may also be at a competitive disadvantage with respect to price when compared to manufacturers with excess capacity, lower cost structures and availability of lower cost labor.
Competitive factors in our targeted markets are believed to be product and service pricing, quality, the ability to meet delivery schedules, customer service, value-added engineering, technology solutions, geographic location and price. We also expect that our competitors will continue to improve the performance of their current products or services, to reduce their current products or service sales prices and improve services that maybe offered. Any of these could cause a decline in sales, loss of market share, or lower profit margin.
The availability of excess manufacturing capacity of our competitors also creates competitive pressure on price and winning new business. We must continue to provide a quality product, be responsive and flexible to customers’ requirements, and deliver to customers’ expectations. Our lack of execution could have an adverse effect on our results of operations and financial condition.
We offer a full range of value-added engineering, technical and manufacturing services and support including project management, designing, testing, prototyping, manufacturing, supply chain management and post-market services.
The manufacture and sale of products carries potential risk for product liability claims.
We represent and warrant the goods and services we deliver are free from defects in material and workmanship generally for one year. If a product liability claim results in our being liable, it could have a material adverse effect on our business and financial position. We have insurance coverage for products liability claims, but there can be no assurances that the amount of coverage will be adequate or that insurance proceeds will be available for a particular claim.
The Company is majority owned by one group of shareholders, and those shareholders may be able to take actions that do not reflect the will or best interests of other shareholders.
The Kunin family as a group owns a majority of our common stock. As a result, our majority shareholder group will have the ability to elect all of the members of our Board of Directors and thereby control our policies and operations, including the appointment of management, future issuances of our common stock or other securities, the payment of dividends, if any, on our common stock, the incurrence or modification of debt by us, amendments to our amended and restated certificate of incorporation and amended and restated bylaws and the entering into of extraordinary transactions, and their interests may not in all cases be aligned with your interests.
In addition, the majority shareholder group may have an interest in pursuing transactions that, in its judgment, could enhance its investment, even though such transactions might be inconsistent with your investment objectives.
As a majority owned or controlled company, NASDAQ does not require the Company to comply with certain corporate governance rules including that we are not required to have a majority of independent directors on the board, an independent compensation committee, or an independent nominating and corporate governance committee. The Company is required to have an audit committee comprised of independent directors. Having fewer independent directors or fewer independent members of the Compensation and Talent Committee or the Nominating and Corporate Governance Committee may result in increased influence of the majority ownership group over business operations.
Operating in foreign countries exposes our operations to risks that could adversely affect our operating results.
We operate manufacturing facilities in Mexico and China. Our operations in those countries are subject to risks that could adversely impact our financial results, such as economic or political volatility, foreign legal and regulatory requirements, international trade factors (export controls, trade sanctions, duties, tariff barriers and other restrictions), protection of our and our customers’ intellectual property and proprietary technology in certain countries, potentially burdensome taxes, crime, employee turnover, staffing, managing personnel in diverse culture, labor instability, transportation delays, and foreign currency fluctuations.
Environmental laws could also become more stringent over time, imposing greater compliance costs and increasing risks and penalties associated with violation. We operate in environmentally sensitive locations and are subject to potentially conflicting and changing regulatory agendas of political, business, and environmental groups. Changes or restrictions on discharge limits; emissions levels; or material storage, handling, or disposal might require a high level of unplanned capital investment or relocation. It is possible that environmental compliance costs and penalties from new or existing regulations may harm our business, financial condition, and results of operations.
Risks Related to our Assets
We are dependent on our information technology systems for order, inventory and production management, financial reporting, communications and other functions. If our information systems fail or experience major interruptions due to physical damage or loss of power on our business and our financial results could be adversely affected.
We rely on our information technology systems to effectively manage our operational and financial functions. Our computer systems, web sites, telecommunications, and data networks are vulnerable to damage or interruption from power loss, natural disasters and other sources of physical damage or disruption to the equipment which maintains, stores and hosts our information technology systems. We have taken steps to protect and create redundancies for the equipment that facilitates the use of our management information systems, but these steps may not be adequate to ensure that our operations are not disrupted by events within and outside of our control.
If our information technology systems fail or experience major interruptions, or the information technology systems of third parties that we rely upon fail or experience major interruptions, due to cyber-attacks or other activities designed to disrupt global information systems, our business and our financial results could be adversely affected.
We rely on information technology systems to effectively manage our operational and financial functions and our day-to-day functions. We increasingly rely on information technology systems to process, transmit, and store electronic information. In addition, a significant portion of internal communications, as well as communication with customers and suppliers, depends on information technology. We are exposed to the risk of cyber incidents in the normal course of business. Cyber incidents may be deliberate attacks for the theft of intellectual property, other sensitive information or cash or may be the result of unintentional events. Like most companies, our information technology systems may be vulnerable to interruption due to a variety of events beyond our control, including, but not limited to, terrorist attacks, telecommunications failures, computer viruses, hackers, foreign governments, and other security issues. We have technology security initiatives and data recovery plans in place to mitigate our risk to these vulnerabilities, but these measures may not be adequate, or implemented properly, or executed timely to ensure that our operations are not disrupted. Potential consequences of a material cyber incident include damage to our reputation, litigation, and increased cyber security protection and remediation costs. Such consequences could materially and adversely affect our results of operations. We have insurance coverage for cyber liability, but there can be no assurances that the amount of coverage will be adequate or that insurance proceeds will be available for a particular claim.
Financial Risks
If we fail to comply with the covenants contained in our credit agreement, we may be unable to secure additional financing and repayment obligations on our outstanding indebtedness may be accelerated.
Our credit agreement contains financial and operating covenants with which we must comply. As of December 31, 2021, we were in compliance with these covenants. However, our continued compliance with these covenants is dependent on our financial results, which are subject to fluctuation as described elsewhere in these risk factors. If we fail to comply with the covenants in the future or if our lender does not agree to waive any future non-compliance, we may be unable to borrow funds and any outstanding indebtedness could become immediately due and payable, which could materially harm our business.
Our exposure to financially troubled customers, start-up businesses or suppliers may adversely affect our financial results.
We provide manufacturing services to companies and industries that have in the past, and may in the future, experience financial difficulty. Also, we provide services and products to new and high growth companies. If our customers experience financial difficulty or lack of funding for operations, we could have difficulty recovering amounts owed to us from these customers, or demand for our services or products from these customers could decline. Additionally, if our suppliers experience financial difficulty, we could have difficulty sourcing supply necessary to fulfill production requirements and meet scheduled shipments. If one or more of our customers were to become insolvent or otherwise were unable to pay for the services provided by us on a timely basis, or at all, our operating results and financial condition could be adversely affected. Such adverse effects could include one or more of the following: an increase in our provision for doubtful accounts, a charge for inventory write-offs, a reduction in revenue, and an increase in our working capital requirements due to higher inventory levels and increases in days our accounts receivables are outstanding.
Changes in currency translation rates could adversely impact our revenue and earnings.
Changes in exchange rates will impact our reported sales and earnings. A majority of our manufacturing and cost structure is based in the United States. In addition, decreased value of local currency may adversely affect demand for our products and may adversely affect the profitability of our products in U.S. dollars in foreign markets where payments are made in the local currency.
We do not expect to pay dividends for the foreseeable future, and we may never pay dividends; investors must rely on stock appreciation for any return on investment in our common stock.
We currently intend to retain any future earnings to support the development and expansion of our business and do not anticipate paying cash dividends in the foreseeable future. Our payment of any future dividends will be at the discretion of our Board of Directors after taking into account various factors, including but not limited to, our financial condition, operating results, cash needs, growth plans, and the terms of any credit agreements that we may be a party to at the time. In addition, our ability to pay dividends on our common stock may be limited by state law. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize certain returns on their investment. As a result, investors must rely on stock appreciation and a liquid trading market for any return on investment in our common stock.
We expect volatility in the price of our common stock, which may subject us to securities litigation.
The market for our common stock may be characterized by significant price volatility when compared to other issuers, and we expect that our share price will be more volatile than other issuers for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against companies following periods of volatility in the market price of their securities. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.
Market Risks
Pandemics or disease outbreaks such as the current novel coronavirus (COVID-19 virus) pandemic have affected and is expected to continue to adversely affect our operations, supply chains, financial condition and results of operations.
The coronavirus (COVID-19) pandemic is affecting, and is expected to continue to affect, our operations, supply chains, financial condition and results of operations. During the current COVID-19 pandemic, the Company has experienced reduced sales, supply chain disruption, product shipping disruptions, reduced customer demand and reduced availability of workforce.
Outbreaks of epidemic, pandemic, or contagious diseases, such as, historically, the Ebola virus, Middle East Respiratory Syndrome, Severe Acute Respiratory Syndrome, or the H1N1 virus, could cause a disruption to our business. Business disruptions could include temporary closures of our facilities or the facilities of our suppliers, reduced demand from customers, unavailability or restricted availability of our material portions of our workforce, raw materials or components necessary to manufacture our products, or disruptions or restrictions on our ability to travel or to distribute our products. Any disruption of our operations, our suppliers or our customers would likely impact our sales and operating results. In addition, a significant outbreak of epidemic, pandemic, or contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could affect demand for our products and services. Any of these events could negatively impact our sales and have a material adverse effect on our business, financial condition, results of operations, or cash flows. The impact of COVID-19 did result in a triggering event for goodwill and long-lived assets in 2020. See Note 4, Goodwill and Other Intangible Assets, for a discussion related to a full impairment of goodwill for the year ended December 31, 2020. We concluded no impairment of long-lived assets as of December 31, 2021 or 2020.
The economic conditions around the world could adversely affect demand for our products and services and the financial health of our customers.
Demand for our products and services depends upon worldwide economic conditions, including but not limited to overall economic growth rates, construction, consumer spending, financing availability, employment rates, interest rates, inflation, consumer confidence, defense spending levels, and the profits, capital spending, and liquidity of industrial companies.
An economic downturn or financial market turmoil may depress demand for our products and/or services in all major geographies and markets. If customers are unable to purchase our products or services because of unavailable credit or unfavorable credit terms, depressed end-user demand, or are simply unwilling to purchase our products or services, our net sales and earnings will be adversely affected. Also, we are subject to the risk that our customers will have financial difficulties, which could harm their ability to satisfy their obligation to pay accounts receivable. Further, an economic downturn may affect our ability to satisfy the financial covenants in the terms of our financing arrangements.
Our business may be impacted by natural disasters or future climate change.
Natural disasters, such as tornadoes and earthquakes, and possible future changes in climate could negatively impact our business and supply chain. Our properties may be exposed to rare catastrophic weather events, such as severe storms and/or floods. If the frequency of extreme weather events increases due to climate change, our exposure to these events could increase. In countries that we rely on for operations and materials, such as Mexico and China, potential natural disasters or future climate changes could disrupt our manufacturing operations, reduce demand for our customers’ products and increase supply chain costs.
Legal and Regulatory Risks
We may not meet regulatory quality standards applicable to our manufacturing and quality processes which could have an adverse effect on our business.
We are registered with the FDA and are subject to periodic inspection by the FDA for compliance with its Quality System Regulation/Medical Device Good Manufacturing Practices requirements, which require manufacturers of medical devices to adhere to certain regulations, including testing, quality control and documentation procedures. Also, our US facilities are ITAR compliant which is required for our manufacturing of defense related products. Compliance with applicable regulatory requirements is subject to continual review and is rigorously monitored through periodic inspections and product field monitoring. If any inspection reveals noncompliance with these regulations, it could adversely affect our operations.
Complying with securities laws, tax laws, accounting policies and regulations, and subsequent changes, may be costly for us and adversely affect our financial statements.
New or changing laws, regulations, policy and standards relating to corporate governance and public disclosure, including SEC and Nasdaq regulations, domestic or international tax legislation and the implementation of significant changes in the United States Generally Accepted Accounting Principles (“GAAP”), present challenges due to complexities, assumptions and judgements required to implement. We apply judgments based on our understanding, interpretation and analysis of the relevant facts, circumstances, historical experience and valuations, as appropriate. As a result, actual amounts could differ from those estimated at the time the financial statements are issued. In addition, implementation may change the financial accounting or reporting standards that govern the preparation of our financial statements or authoritative entities could reverse their previous interpretations or positions on how various financial accounting or reporting standards should be applied. These changes may be difficult to predict and implement and could materially or otherwise impact how we prepare and report our estimates, uncertainties, financial statements, operating results and financial condition. Our efforts to comply with evolving laws, regulations, accounting policies and standards have resulted in, and are likely to continue to result in, increased general and administrative expenses and management time and attention from revenue-generating activities to compliance activities and may have an adverse effect on our financial statements, including cash flows.
Anti-Corruption and Trade Laws - We may incur costs and suffer damages if our employees, agents, or suppliers violate anti-bribery, anti-corruption or trade laws and regulations.
Laws and regulations related to bribery, corruption and trade, and enforcement thereof, are increasing in frequency, complexity and severity on a global basis. The continued geographic expansion of our business into China and Mexico increases our exposure to, and cost of complying with, these laws and regulations. If our internal controls and compliance program do not adequately prevent or deter our employees, agents, suppliers and other third parties with whom we do business from violating anti-corruption laws, we may incur defense costs, fines, penalties, reputational damage and business disruptions.
Non-compliance with environmental laws may result in restrictions and could adversely affect operations.
Our operations are regulated under a number of federal, state, and foreign environmental and safety laws and regulations that govern the discharge of hazardous materials into the air and water, as well as the handling, storage, and disposal of such materials. These laws and regulations include the Clean Air Act; the Clean Water Act; the Resource Conservation and Recovery Act; and the Comprehensive Environmental Response, Compensation, and Liability Act; as well as similar federal, state and foreign laws. Compliance with these environmental laws is a major consideration for us due to our manufacturing processes and materials. It is possible we may be subject to potential financial liability for costs associated with the investigation and remediation at our sites; this may have an adverse effect on operations. We have not incurred significant costs related to compliance with environmental laws and regulations and we believe that our operations comply with all applicable environmental laws.
If we use hazardous materials in a manner that causes contamination or injury, we could be liable for resulting damages.
We are subject to Federal, State, and local laws, rules and regulations governing the use, discharge, storage, handling, and disposal of biological material, chemicals, and waste. We cannot eliminate the risk of accidental contamination or injury to employees or third parties from the use, storage, handling, or disposal of these materials. In the event of contamination or injury, we could be held liable for any resulting damages, remediation costs, and any related penalties or fines. This liability could exceed our resources or any applicable insurance coverage we may have. The cost of compliance with these laws and regulations may become significant, and our failure to comply may result in substantial fines or other consequences, and either could have a significant impact on our operating results.
Item 1B. Unresolved Staff Comments
As a smaller reporting company, we are not required to provide the information required by this Item.
Item 2. Properties
Administration
Our corporate headquarters consists of an approximately 19,000 square feet building located in Maple Grove, Minnesota, a northwestern suburb of Minneapolis, Minnesota, and its lease expires January 2025.
Manufacturing Facilities
Our manufacturing facilities are in good operating condition and we believe our overall production capacity is sufficient to handle our foreseeable manufacturing needs and customer requirements. The following are our manufacturing facilities as of December 31, 2021:
| Manufacturing |
||||||||||||||
| Space |
Office Space |
Total |
||||||||||||
| Location |
Own/Lease |
Lease End Date |
Square Feet |
Square Feet |
Square Feet |
|||||||||
| Bemidji, MN |
Lease |
56,000 | 13,000 | 69,000 | ||||||||||
| Blue Earth, MN |
Own |
92,000 | 48,000 | 140,000 | ||||||||||
| Milaca, MN |
Lease |
15,000 | 5,000 | 20,000 | ||||||||||
| Mankato, MN |
Lease |
43,000 | 15,000 | 58,000 | ||||||||||
| Monterrey, Mexico |
Lease |
76,000 | 1,000 | 77,000 | ||||||||||
| Suzhou, China |
Lease |
27,000 | 3,000 | 30,000 | ||||||||||
| Suzhou, China |
Lease |
15,000 | - | 15,000 | ||||||||||
| Suzhou, China |
Lease |
15,000 | - | 15,000 | ||||||||||
Item 3. Legal Proceedings
From time to time, we are involved in ordinary, routine or regulatory legal proceedings incidental to the business. When a loss is deemed probable and reasonably estimable an amount is recorded in our consolidated financial statements.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
As of March 9, 2022, there were 628 shareholders of record. Our stock is listed on the NASDAQ Capital Market under the symbol “NSYS”. We intend to invest our profits into the growth of our operations and, therefore, do not plan to pay out dividends to shareholders in the foreseeable future. We did not declare or pay a cash dividend in 2021 or 2020. Future dividend policy and payments, if any, will depend upon earnings and our financial condition, our need for funds, limitations on payments of dividends present in our current or future debt agreements, and other factors.
Stock price comparisons (NASDAQ):
| During the Three Months Ended |
Low |
High |
||||||
| $ | 6.00 | $ | 9.00 | |||||
| $ | 5.45 | $ | 10.67 | |||||
| $ | 7.38 | $ | 14.20 | |||||
| $ | 9.02 | $ | 12.59 | |||||
| $ | 2.52 | $ | 5.60 | |||||
| $ | 2.91 | $ | 5.06 | |||||
| $ | 3.85 | $ | 6.50 | |||||
| $ | 4.22 | $ | 10.14 | |||||
Equity Compensation Plan Information
Certain information with respect to our equity compensation plans are contained in Part III, Item 12 of this Annual Report on Form 10-K.
Item 6. Selected Financial Data [Reserved]
Item 7. 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. As of December 31, 2020, we have facilities in Minnesota: Bemidji, Blue Earth, Mankato, Milaca and Maple Grove. We also have facilities in Monterrey, Mexico and Suzhou, China.
Our revenue is derived from complex designed products built to the customers’ specifications. The products we manufacture are engineered and designed products that require sophisticated manufacturing support. Quality, on time delivery, and reliability are of upmost importance. Our goal is to expand and diversify our customer base by focusing on sales and marketing efforts that fit our value-added service, early engagement design, and development strategy. We continue to focus on lean manufacturing initiatives, quality and on-time delivery improvements to increase asset utilization, reduce lead times and provide competitive pricing.
Our strategic investments have positioned us to capitalize on growth opportunities in the medical markets and improve our competitiveness by expanding our global footprint. Our industrial and defense markets are focused on improving our asset utilization and profitability while transforming to a value added, solution-sell business model that supports early engagement, design for manufacturability and rapid prototyping.
Recent Developments
Global Pandemic
In March 2020, the World Health Organization recognized the outbreak of a novel coronavirus (“COVID-19”) as a pandemic. While the COVID-19 pandemic has had an impact on our operations, we have been able to continue to operate our manufacturing facilities and provide essential services to our customers. Additionally, in an effort to protect the health and safety of our employees and in compliance with state regulations, we have instituted a work-from-home policy for employees who can perform their job functions offsite, implemented social distancing requirements and other measures to allow manufacturing and other personnel essential to production to continue work within our manufacturing facilities, and suspended all non-essential employee travel.
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. The ultimate impact of COVID-19 depends on factors beyond our knowledge or control, including the duration and severity of the outbreak, as well as third-party actions taken to contain its spread and mitigate its public health effects. As a result, we are unable to estimate the extent to which COVID-19 will negatively impact our financial results or liquidity.
We will continue to assess the potential impact 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.
Facility Consolidation
To further improve operational efficiencies and lower overhead costs, the Company approved on August 7, 2020, the closure of our Merrifield, Minnesota, production facility, shifting wire and cable assembly, system-level assembly and printed circuit board (PCB) manufacturing to Nortech’s other Minnesota locations. The Merrifield production facility consolidation was completed in the first quarter of 2021, and impacted approximately 60 employees, who were offered positions at other Nortech facilities in Minnesota. This closure did not qualify for held for sale nor discontinued operations accounting.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations are based upon our audited consolidated financial statements, which have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”). The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of our consolidated financial statements, the reported amounts of revenues and expenses during the reporting periods presented, as well as our disclosures of contingent assets and liabilities. On an on-going basis, we evaluate our estimates and assumptions, including, but not limited to, long-lived assets impairment, allowance for doubtful accounts and inventory reserves.
We base our estimates and assumptions on our historical experience and on various other information available to us at the time that these estimates and assumptions are made. We believe that these estimates and assumptions are reasonable under the circumstances and form the basis for our making judgments about the carrying values of our assets and liabilities that are not readily apparent from other sources. Actual results and outcomes could differ from our estimates primarily due to incorrect sales forecasting. We utilize a pipeline generated by our sales team and speak directly with all departments regarding estimates and assumptions. If, for any reason, those estimates, and assumptions vary substantially it would also impact our financial results.
Our significant accounting policies are described in “Note 1 – Summary of Significant Accounting Policies,” in Notes to Consolidated Financial Statements of this Annual Report on Form 10-K. We believe that the following discussion addresses our critical accounting policies and reflects those areas that require more significant judgments and use of estimates and assumptions in the preparation of our consolidated financial statements.
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. 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.
Long-Lived Assets Impairment
We evaluate long-lived assets, primarily property and equipment, whenever current events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability for assets to be held and used is based on our projection of the undiscounted future operating cash flows of the underlying assets. To the extent such projections indicate that future undiscounted cash flows are not sufficient to recover the carrying amounts of related assets, a charge might be required to reduce the carrying amount to equal estimated fair value. In 2020, we did evaluate that there was a triggering event, largely driven by the impacts of COVID-19, that indicated that the carrying amount of the asset group may not be recoverable. We performed the recoverability test and determined there was no impairment at December 31, 2020. In 2021, we evaluated that we did not have a triggering event occur. See Note 4, Goodwill and Other Intangible Assets.
Allowance for Doubtful Accounts
When evaluating the adequacy of the allowance for doubtful accounts, we analyze accounts receivable, historical write-offs of bad debts, customer concentrations, customer credit-worthiness, current economic trends and changes in customer payment terms. We maintain an allowance for doubtful accounts at an amount estimated to be sufficient to provide adequate protection against losses resulting from collecting less than full payment on outstanding accounts receivable. An amount of judgment is required when assessing the ability to realize accounts receivable, including assessing the probability of collection and the current credit-worthiness of each customer. If the financial condition of our customers was to deteriorate, resulting in an impairment of their ability to make payments, an additional provision for uncollectible accounts may be required. We believe the reserve is adequate for any exposure to loss in the December 31, 2021 accounts receivable. At December 31, 2021, our allowance for doubtful accounts was $0.3 million.
Inventory Reserves
Inventory reserves are maintained for the estimated value of the inventory that may have a lower value than stated or quantities in excess of future production needs. We have an evaluation process to assess the value of the inventory that is slow moving, excess or obsolete on a quarterly basis. We evaluate our inventory based on current usage and the latest forecasts of product demand and production requirements from our customers. We believe the total reserve at December 31, 2021 of $1.3 million is adequate.
Operating Results
The following table presents our statements of operations data as percentages of total net sales for the years indicated:
| 2021 |
2020 |
|||||||
| Net Sales |
100.0 | % |
100.0 | % |
||||
| Cost of Goods Sold |
86.2 | 90.7 | ||||||
| Gross Profit |
13.8 | 9.3 | ||||||
| Selling Expenses |
2.0 | 2.4 | ||||||
| General and Administrative Expenses |
8.7 | 8.9 | ||||||
| Restructuring Expenses |
0.3 | 0.0 | ||||||
| R&D Expenses |
0.4 | 0.0 | ||||||
| Impairment of Goodwill |
0.0 | 2.3 | ||||||
| Loss on Abandonment of Intangible Asset |
0.5 | 0.0 | ||||||
| Gain on Sale of Property and Equipment |
(0.1 | ) | (3.7 | ) | ||||
| (Income) Loss from Operations |
2.0 | (0.6 | ) | |||||
| Interest Expense |
(0.4 | ) | (0.6 | ) | ||||
| PPP Loan Forgiveness |
5.4 | 0.0 | ||||||
| Income (Loss) Before Income Taxes |
7.0 | (1.2 | ) | |||||
| Income Tax Expense |
0.8 | 0.3 | ||||||
| Net Income (Loss) |
6.2 | % |
(1.5 | )% | ||||
Net Sales
Our net sales in 2021 were $115.2 million, compared to $104.1 million in 2020, an increase of $11.1 million or 10.7% that was driven by increases in our industrial and medical markets. The industrial market increased by $7.1 million or 25.0% in 2021 as compared to 2020. The medical market increased by $8.0 million or 14.5% with medical devices accounting for 22% of the increase and medical component products 78% of the increase. Net sales from the aerospace and defense markets decreased by $4.0 million or 19.4% in 2021 as compared to 2020. The overall revenue improvement was primarily due to higher production volume resulting from actions to scale the direct labor workforce and strengthen the supply chain for parts.
Net sales by our major EMS industry markets for the years ended December 31, 2021 and 2020 were as follows:
| % |
||||||||||||
| (in millions) |
2021 |
2020 |
Change |
|||||||||
| Medical |
$ | 63.1 | $ | 55.1 | 14.5 | |||||||
| Aerospace and Defense |
16.6 | 20.6 | (19.4 | ) | ||||||||
| Industrial |
35.5 | 28.4 | 25.0 | |||||||||
| Total Net Sales |
$ | 115.2 | $ | 104.1 | 10.7 | |||||||
Net sales by timing of transfer of goods and services for years ended December 31, 2021 and 2010 are as follows (in millions):
Year Ended December 31, 2021
| Product/ Service |
Product at |
Noncash |
Total Net |
|||||||||||||
| Medical |
$ | 47.3 | $ | 13.3 | $ | 2.5 | $ | 63.1 | ||||||||
| Aerospace and Defense |
14.8 | 0.9 | 0.9 | 16.6 | ||||||||||||
| Industrial |
27.2 | 6.9 | 1.4 | 35.5 | ||||||||||||
| Total net sales |
$ | 89.3 | $ | 21.1 | $ | 4.8 | $ | 115.2 | ||||||||
Year Ended December 31, 2020
| Product/ Service |
Product at |
Noncash |
Total Net |
|||||||||||||
| Medical |
$ | 45.7 | $ | 6.4 | $ | 3.0 | $ | 55.1 | ||||||||
| Aerospace and Defense |
18.9 | 0.5 | 1.2 | 20.6 | ||||||||||||
| Industrial |
22.5 | 4.4 | 1.5 | 28.4 | ||||||||||||
| Total net sales |
$ | 87.1 | $ | 11.3 | $ | 5.7 | $ | 104.1 | ||||||||
Backlog
Our 90-day backlog at December 31, 2021 increased to $36.9 million as compared to $24.3 million at the end of 2020. The 90-day backlog by our major EMS industry markets are as follows:
| Backlog as of the Year Ended |
||||||||||||
| December 31, |
% |
|||||||||||
| (in millions) |
2021 |
2020 |
Change |
|||||||||
| Medical |
$ | 20.4 | $ | 12.5 | 63.2 | |||||||
| Aerospace and Defense |
7.6 | 5.5 | 38.2 | |||||||||
| Industrial |
8.9 | 6.3 | 41.3 | |||||||||
| Total Backlog |
$ | 36.9 | $ | 24.3 | 51.9 | |||||||
Our 90-day backlog varies due to order size, manufacturing delays, inventory programs, contract terms and conditions and changes in timing of customer delivery schedules and releases. These variables cause inconsistencies in comparing the backlog from one period to the next. Our total shipment backlog was $95.0 million at December 31, 2021 compared to $48.7 million at the end of December 31, 2020.
Gross Profit
Our gross profit as a percentage of net sales was 13.8% and 9.3% for the years ended December 31, 2021 and 2020, respectively. The gross profit improvement relates primarily to the $4.7 million reduction in payroll and medical expenses related to the ERC and from an increase in utilization as a result of the sales increase.
Selling
Selling expenses were $2.4 million, or 2.0% of net sales, for the year ended December 31, 2021 and $2.5 million, or 2.4% of net sales, for the year ended December 31, 2020.
General and Administrative
General and administrative expenses were $10.0 million, or 8.7% of net sales, for the year ended December 31, 2021 and $9.3 million, or 8.9% of net sales, for the year ended 2020. The increase in general and administrative expenses compared to the prior year relates to an increase in professional service fees.
Restructuring Charges
Restructuring charges related to the closure of the Merrifield facility were $0.3 million or 0.3% of net sales for year ended December 31, 2021. There were no restructuring charges for the year ended December 31, 2020.
Research and Development Expense
Research and development expenses were $0.5 million or 0.4% of sales for the year ended December 31, 2021. There were minimal to no research and development expenses for the year ended December 31, 2020.
Impairment of Goodwill
The loss on impairment of goodwill was $0 and $2.4 million for the years ended December 31, 2021 and 2020, respectively. In our impairment test of goodwill in the fourth quarter of 2020, we concluded that goodwill was impaired due to a significant reduction of results from operations during the fourth quarter of 2020 largely a result of the COVID-19 pandemic. See Note 4, Goodwill and Other Intangible Assets.
Loss on Abandonment of Intangible Asset
Abandonment charges were approximately $0.6 million or 0.5% of net sales for the year ended December 31, 2021. There were no abandonment charges for the year ended December 31, 2020. The charges relate to the abandonment of the Devicix tradename.
Gain on Sale of Property and Equipment
The gain on sale of property and equipment was $0.1 million and $3.8 million for the years ended December 31, 2021 and 2020, respectively. This 2020 gain was due to the sale leaseback transaction relating to the manufacturing facilities in Bemidji and Mankato, Minnesota.
Income (Loss) from Operations
Our income from operations for the 2021 fiscal year was $2.3 million, an increase of $2.9 million from the 2020 fiscal year loss of $0.6 million. Income from operations was positively affected by the 2021 employee retention credits of $5.2 million along with increased utilization as a result of increased sales.
Interest Expense
Interest expense for the year ended December 31, 2021 was $0.4 million, compared with $0.6 million for the year ended December 31, 2020.
Paycheck Protection Program (PPP) Loan Forgiveness
In the fourth quarter of 2021, we received forgiveness from the Small Business Association (SBA) for the $6.1 million Promissory Note under the PPP. We recorded a PPP loan forgiveness gain of $6.2 million which is included in other income (expense) on the consolidated statement of operations and other comprehensive income (loss) for the year ended December 31, 2021.
Income Taxes
Income tax expense for the year ended December 31, 2021 was $0.9 million. Income tax expense for the year ended December 31, 2020 was $0.3 million. The effective tax rate for fiscal 2021 and 2020 was 12.0% and 20%, respectively. Our 2021 tax rate was driven by the nontaxable PPP loan forgiveness. Our 2020 tax rate was driven by the nontaxable goodwill impairment loss, the tax on global intangible low-taxed income provisions and additional valuation allowance created due to deferred tax assets generated in 2020.
The statutory reconciliation for the years ended December 31, 2021 and 2020 is as follows (in millions):
| 2021 |
2020 |
|||||||
| Statutory Rate |
$ | 1,606 | $ | (259 | ) | |||
| State Income Tax |
14 | 60 | ||||||
| Effect of foreign operations |
110 | (18 | ) | |||||
| Change in State Deferred Rate |
(39 | ) | (115 | ) | ||||
| Valuation Allowance |
472 | 101 | ||||||
| PPP Loan Forgiveness |
(1,276 | ) | - | |||||
| US Permanent differences |
3 | 5 | ||||||
| Federal Tax Credits |
(37 | ) | (108 | ) | ||||
| Global Intangible Low-Taxed Income Effect |
391 | 125 | ||||||
| Return to provision - credits, perm diffs |
(481 | ) | 4 | |||||
| Goodwill Impairment |
499 | |||||||
| IRS Payable |
121 | - | ||||||
| Other |
(25 | ) | 16 | |||||
| $ | 859 | $ | 310 | |||||
Net Income (Loss)
Our net income in 2021 was $7.2 million or $2.54 per diluted common share and $2.68 per basic common share. Our net loss in 2020 was $1.5 million or $(0.58) per diluted and basic 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, 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 was to expire on June 15, 2022. On December 31, 2021, we renewed the credit agreement through June 15, 2026.
Under the Bank of America credit agreement, 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 3.5% and 4.0% as of December 31, 2021 and 2020, respectively. We had borrowings on our line of credit of $9.0 million and $3.3 million outstanding as of December 31, 2021 and December 31, 2020, 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 $57 thousand on the consolidated balance sheet for the year ended December 31, 2021.
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 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, 2021 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. The Company met the covenants for the period ended December 31, 2021.
At December 31, 2021 and 2020, we had unused availability under our line of credit of $3.5 million and $8.1 million, respectively, 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 improves our unused availability.
On April 15, 2020, we entered into a Promissory Note with Bank of America, N.A., which provides for an unsecured loan of $6.1 million pursuant to the Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief, and Economic Security Act and applicable regulations (the “CARES Act”) of which funds were received on April 22, 2020. The loan was accounted for as debt until November 3, 2021 when the $6.1 million loan and $0.1 million accrued interest was fully forgiven by the SBA. As a result, we recorded a PPP loan forgiveness gain of $6.2 which is included in other income (expense) on the consolidated statements of operations and other comprehensive income (loss) for the year ended December 31, 2021.
Our China operation has a financing agreement with China Construction Bank which provides for a line of credit arrangement of 10,000,000 Renminbi (RMB) (approximately 1.6 million USD) that will expire on June 22, 2022. This line of credit bears an interest rate of 4.5% and we had no amounts outstanding as of December 31, 2021 and 2020.
Cash flows for the years ended December 31, 2021 and 2020 are summarized as follows:
| (in thousands) |
2021 |
2020 |
||||||
| Cash flows provided by (used in): |
||||||||
| Operating activities |
$ | (4,540 | ) | $ | 1,363 | |||
| Investing activities |
(730 | ) | 5,500 | |||||
| Financing activities |
3,931 | (3,959 | ) | |||||
| Net change in cash |
$ | (1,339 | ) | $ | 2,904 | |||
Cash used in operating activities for the year ended December 31, 2021 was $4.6 million compared to cash provided by operations of $1.4 million for the year ended December 31, 2020. Increases in working capital due to higher sales backlog as well as actions taken to address the global supply chain shortages drove the use of cash from operating activities, primarily increased inventories of $4.6 million.
Net cash used in investing activities was $0.7 million for the year ended December 31, 2021 and net cash provided by investing activities was $5.5 million for the year ended December 31, 2020, respectively. Cash used in investing activities in 2021 relates primarily to the purchase of $1.3 million of property and equipment offset by the sale of $0.6 million of property and equipment related to the Merrifield plant closure. Cash provided by investing activities in 2020 was due to the $6.0 million received from our sales leaseback transaction.
Net cash provided by financing activities in 2021 of $3.9 million consisted primarily of increased borrowing on the line of credit of $5.7 million offset by payments on long-term debt and capital leases or $1.7 million. The cash used of $3.8 million in 2020 consisted primarily of the paydown of debt from funds received from our sales leaseback.
Forward-Looking Statements
This Annual Report on Form 10-K, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We may also make forward-looking statements in other reports filed with the SEC, in materials delivered to stockholders and in press releases. Such statements generally will be accompanied by words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “possible,” “potential,” “predict,” “project,” or other similar words that convey the uncertainty of future events or outcomes. Although we believe these forward-looking statements are reasonable, they are based upon a number of assumptions concerning future conditions, any or all of which may ultimately prove to be inaccurate. Forward-looking statements involve a number of risks and uncertainties. Important factors that could cause actual results to differ materially from the forward-looking statements include, without limitation:
| ♦ | Volatility in the marketplace which may affect market supply, demand of our products or currency exchange rates; |
| ♦ | 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; |
| ♦ | Risks related to availability of labor; |
| ♦ | 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.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
NORTECH SYSTEMS INCORPORATED AND SUBSIDIARIES
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
Item 8. Financial Statements and Supplementary Data
| PAGE | |
| Report of Independent Registered Public Accounting Firm (PCAOB Firm ID i 23) | 30 |
| Consolidated Financial Statements: | |
| Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2021 and 2020 | 32 |
| Consolidated Balance Sheets as of December 31, 2021 and 2020 | 33 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020 | 34 |
| Consolidated Statements of Shareholders' Equity for the years ended December 31, 2021 and 2020 | 35 |
| Notes to Consolidated Financial Statements | 36-59 |
(The remainder of this page was intentionally left blank.)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the board of directors of Nortech Systems, Inc. and Subsidiaries:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Nortech systems, Inc. and Subsidiaries (the "Company") as of December 31, 2021 and 2020, the related consolidated statements of operations and comprehensive income (loss), shareholders’ equity, and cash flows, for the years then ended, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved or are especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ i Baker Tilly US, LLP
We have served as the Company's auditor since 2017.
i Minneapolis, Minnesota
NORTECH SYSTEMS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(LOSS)
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(IN THOUSANDS, EXCEPT SHARE DATA)
| 2021 | 2020 | |||||||
| Net Sales | $ | i 115,168 | $ | i 104,106 | ||||
| Cost of Goods Sold | i 99,304 | i 94,441 | ||||||
| Gross Profit | i 15,864 | i 9,665 | ||||||
| Operating Expenses: | ||||||||
| Selling Expenses | i 2,361 | i 2,474 | ||||||
| General and Administrative Expenses | i 10,002 | i 9,253 | ||||||
| Restructuring Expenses | i 327 | i - | ||||||
| R&D Expenses | i 483 | i - | ||||||
| Impairment of Goodwill | i - | i 2,375 | ||||||
| Loss on Abandonment of Intangible Asset | i 560 | i - | ||||||
| Gain on Sale of Property and Equipment | ( i 141 | ) | ( i 3,821 | ) | ||||
| Total Operating Expenses | i 13,592 | i 10,281 | ||||||
| Income (Loss) from Operations | i 2,272 | ( i 616 | ) | |||||
| Other Income (Expense) | ||||||||
| Interest Expense | ( i 430 | ) | ( i 620 | ) | ||||
| PPP Loan Forgiviness Gain | i 6,171 | i - | ||||||
| Total Other Income (Expense) | i 5,741 | ( i 620 | ) | |||||
| Income (Loss) Before Income Taxes | i 8,013 | ( i 1,236 | ) | |||||
| Income Tax Expense | i 859 | i 310 | ||||||
| Net Income (Loss) | $ | i 7,154 | $ | ( i 1,546 | ) | |||
| Income (Loss) Per Common Share: | ||||||||
| Basic | $ | i 2.68 | $ | ( i 0.58 | ) | |||
| Weighted Average Number of Common Shares | ||||||||
| Outstanding - Basic | i 2,664,586 | i 2,657,738 | ||||||
| Diluted | $ | i 2.54 | $ | ( i 0.58 | ) | |||
| Weighted Average Number of Common Shares | ||||||||
| Outstanding - Dilutive | i 2,821,523 | i 2,657,738 | ||||||
| Other comprehensive income (loss) | ||||||||
| Foreign currency translation | i 93 | i 220 | ||||||
| Comprehensive income (loss), net of tax | $ | i 7,247 | $ | ( i 1,326 | ) | |||
See accompanying notes to consolidated financial statements
NORTECH SYSTEMS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 2021 AND 2020
(IN THOUSANDS, EXCEPT SHARE DATA)
| ASSETS | 2021 | 2020 | ||||||
| Current Assets | ||||||||
| Cash | $ | i 643 | $ | i 352 | ||||
| Restricted Cash | i 1,582 | i 3,212 | ||||||
| Accounts Receivable, less allowances of $328 and $343 | i 14,548 | i 15,625 | ||||||
| Employee Retention Credit Receivable | i 5,209 | i - | ||||||
| Inventories, Net | i 19,434 | i 13,917 | ||||||
| Contract Assets | i 8,698 | i 5,899 | ||||||
| Prepaid Assets and Other Current Assets | i 1,660 | i 2,032 | ||||||
| Total Current Assets | i 51,774 | i 41,037 | ||||||
| Property and Equipment, Net | i 5,833 | i 6,426 | ||||||
| Operating Lease Assets | i 8,983 | i 8,998 | ||||||
| Other Intangible Assets, Net | i 501 | i 1,173 | ||||||
| Total Assets | $ | i 67,091 | $ | i 57,634 | ||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
| Current Liabilities | ||||||||
| Current Portion of Long-Term Debt | $ | i - | $ | i 1,204 | ||||
| Current Portion of Finance Lease Obligations | i 601 | i 660 | ||||||
| Current Portion of Operating Leases | i 1,043 | i 688 | ||||||
| Accounts Payable | i 12,710 | i 11,239 | ||||||
| Accrued Payroll and Commissions | i 4,045 | i 2,870 | ||||||
| Other Accrued Liabilities | i 3,907 | i 2,875 | ||||||
| Total Current Liabilities | i 22,306 | i 19,536 | ||||||
| Long-Term Liabilities | ||||||||
| Long-term Line of Credit | i 8,959 | i 3,328 | ||||||
| Long-Term Debt, Net of Current Maturities | i - | i 5,865 | ||||||
| Long-Term Finance Lease Obligations, Net of Current Portion | i 916 | i 1,152 | ||||||
| Long-Tem Operating Lease Obligations, Net of current Portion | i 8,695 | i 8,889 | ||||||
| Other Long-Term Liabilities | i 104 | i 146 | ||||||
| Total Long-Term Liabilities | i 18,674 | i 19,380 | ||||||
| Total Liabilities | i 40,980 | i 38,916 | ||||||
| Shareholders' Equity | ||||||||
| Preferred Stock, $1 par value; 1,000,000 Shares Authorized; 250,000 Shares Issued and Outstanding | i 250 | i 250 | ||||||
| Common Stock - $0.01 par value; 9,000,000 Shares Authorized; 2,672,064 and 2,659,628 Shares Issued and Outstanding, respectively | i 27 | i 27 | ||||||
| Additional Paid-In Capital | i 15,962 | i 15,816 | ||||||
| Accumulated Other Comprehensive Income (Loss) | i 56 | ( i 37 | ) | |||||
| Retained Earnings | i 9,816 | i 2,662 | ||||||
| Total Shareholders' Equity | i 26,111 | i 18,718 | ||||||
| Total Liabilities and Shareholders' Equity | $ | i 67,091 | $ | i 57,634 | ||||
See accompanying notes to consolidated financial statements
NORTECH SYSTEMS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(IN THOUSANDS)
| 2021 | 2020 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net Income (Loss) | $ | i 7,154 | $ | ( i 1,546 | ) | |||
| Adjustments to Reconcile Net Loss to Net Cash | ||||||||
| Provided by Operating Activities: | ||||||||
| Depreciation | i 1,774 | i 2,002 | ||||||
| Amortization | i 176 | i 191 | ||||||
| Compensation on Stock-Based Awards | i 111 | i 68 | ||||||
| Compensation on Equity Appreciation Rights | i 143 | i 108 | ||||||
| Loss on Abandonment of Intangible Asset | i 560 | i - | ||||||
| Loss on Goodwill Impairment | i - | i 2,375 | ||||||
| Change in Accounts Receivable Allowance | ( i 15 | ) | i 8 | |||||
| Change in Inventory Reserves | ( i 860 | ) | i 672 | |||||
| Gain on Disposal of Property and Equipment | ( i 141 | ) | ( i 3,821 | ) | ||||
| PPP Loan Forgiveness Gain | ( i 6,171 | ) | i - | |||||
| Employee Retention Credit Receivable | ( i 5,209 | ) | i - | |||||
| Changes in Current Operating Items | ||||||||
| Accounts Receivable | i 1,134 | i 3,019 | ||||||
| Inventories | ( i 4,613 | ) | ( i 216 | ) | ||||
| Contract Assets | ( i 2,799 | ) | i 1,760 | |||||
| Prepaid Expenses and other Curent Assets | ( i 171 | ) | i 651 | |||||
| Income Taxes | i 634 | ( i 675 | ) | |||||
| Accounts Payable | i 1,471 | ( i 2,950 | ) | |||||
| Accrued Payroll and Commissions | i 1,176 | ( i 623 | ) | |||||
| Other Accrued Liabilities | i 1,106 | i 340 | ||||||
| Net Cash (Used In) Provided by Operating Activities | ( i 4,540 | ) | i 1,363 | |||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Proceeds from Sale of Property and Equipment | i 626 | i 6,019 | ||||||
| Purchase of Intangible Asset | ( i 64 | ) | ( i 34 | ) | ||||
| Purchases of Property and Equipment | ( i 1,292 | ) | ( i 485 | ) | ||||
| Net Cash (Used In) Provided By Investing Activities | ( i 730 | ) | i 5,500 | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Net Change in Line of Credit | i 5,688 | ( i 6,760 | ) | |||||
| Proceeds from Long-Term Debt | i - | i 6,077 | ||||||
| Principal Payments on Long-Term Debt | ( i 1,128 | ) | ( i 2,684 | ) | ||||
| Principal Payments on Financing Leases | ( i 664 | ) | ( i 592 | ) | ||||
| Stock Option Excercises | i 35 | i - | ||||||
| Net Cash Provided By (Used In) Financing Activities | i 3,931 | ( i 3,959 | ) | |||||
| Effect of Exchange Rate Changes on Cash | i - | i - | ||||||
| Net Change in Cash and Cash Equivalents | ( i 1,339 | ) | i 2,904 | |||||
| Cash and Cash Equivalents - Beginning of Year | i 3,564 | i 660 | ||||||
| Cash and Cash Equivalents - End of Year | $ | i 2,225 | $ | i 3,564 | ||||
| Reconciliation of cash and restricted cash reported within the consolidated balance sheets | ||||||||
| Cash | $ | i 643 | $ | i 352 | ||||
| Restricted Cash | i 1,582 | i 3,212 | ||||||
| Total Cash and restricted cash reported in the consolidated statements of cash flows | $ | i 2,225 | $ | i 3,564 | ||||
| Supplemental Disclosure of Cash Flow Information: | ||||||||
| Cash Paid for Interest | $ | i 316 | $ | i 577 | ||||
| Cash Paid (Refunded) for Income Taxes | ( i 114 | ) | i 855 | |||||
| Supplemental Noncash Investing and Financing Activities: | ||||||||
| Property and Equipment Purchases in Accounts Payable | $ | i 35 | $ | i 175 | ||||
| Property Acquired under Operating Lease | i 1,188 | i 4,999 | ||||||
| Equipment Acquired under Finance Lease | i 368 | i 395 | ||||||
| PPP Loan Forgiveness | i 6,171 | i - |
See accompanying notes to consolidated financial statements
NORTECH SYSTEMS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(IN THOUSANDS)
| Accumulated | ||||||||||||||||||||||||
| Additional | Other | Total | ||||||||||||||||||||||
| Preferred | Common | Paid-In | Comprehensive | Retained | Shareholders' | |||||||||||||||||||
| Stock | Stock | Capital | Income (Loss) | Earnings | Equity | |||||||||||||||||||
| BALANCE DECEMBER 31, 2019 | $ | i 250 | $ | i 27 | $ | i 15,748 | $ | ( i 257 | ) | $ | i 4,208 | $ | i 19,976 | |||||||||||
| Net Loss | i - | i - | i - | i - | ( i 1,546 | ) | ( i 1,546 | ) | ||||||||||||||||
| Foreign Currency Translation Adjustment | i - | i - | i - | i 220 | i - | i 220 | ||||||||||||||||||
| Compensation on Stock-based awards | i - | i - | i 68 | i - | i - | i 68 | ||||||||||||||||||
| BALANCE DECEMBER 31, 2020 | i 250 | i 27 | i 15,816 | ( i 37 | ) | i 2,662 | i 18,718 | |||||||||||||||||
| Net Income | i - | i - | i - | i - | i 7,154 | i 7,154 | ||||||||||||||||||
| Foreign currency translation adjustment | i - | i - | i - | i 93 | i - | i 93 | ||||||||||||||||||
| Stock Option Exercises | i - | i - | i 35 | i - | i - | i 35 | ||||||||||||||||||
| Compensation on stock-based awards | i - | i - | i 111 | i - | i - | i 146 | ||||||||||||||||||
| BALANCE DECEMBER 31, 2021 | $ | i 250 | $ | i 27 | $ | i 15,962 | $ | i 56 | $ | i 9,816 | $ | i 26,111 | ||||||||||||
See accompanying notes to consolidated financial statements
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
i
Basis of Presentation
The accompanying consolidated financial statements of Nortech Systems, Incorporated and Subsidiaries (“the Company”, “we”, “our”) have been prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).
Nature of Business
Our manufacturing services include complete medical devices, printed circuit board assemblies, wire and cable assemblies, and complex higher-level electromechanical assemblies for a wide range of medical, industrial and defense and aerospace industries. We provide a full "turn-key" contract manufacturing service to our customers. All products are built to the customer's design specifications. We also provide engineering services and repair services.
Our manufacturing facilities are located in Bemidji, Blue Earth, Milaca, and Mankato, Minnesota as well as, Monterrey, Mexico and Suzhou, China. Products are sold to customers both domestically and internationally.
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Principles of Consolidation
The consolidated financial statements include the accounts of Nortech Systems Incorporated and its wholly-owned subsidiaries, Manufacturing Assembly Solutions of Monterrey, Inc. and Nortech Systems Hong Kong Company, Limited and its subsidiary, Nortech Systems Suzhou Company, Limited. All significant intercompany accounts and transactions have been eliminated in consolidation.
i
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of our consolidated financial statements. Estimates also affect the reported amounts of revenue and expense during the reporting period. Significant items subject to estimates and assumptions include the valuation allowance for inventories, allowance for doubtful accounts, realizability of deferred tax assets, goodwill impairment and long-lived asset impairment testing. Actual results could differ from those estimates.
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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 December 31, 2021 we had outstanding letters of credit for $ i 400 in total to Essjay Bemidji Holdings, LLC and Essjay Mankato Holdings, LLC. Restricted cash as of December 31, 2021 and December 31, 2020 was $ i 1,582 and $ i 3,212, respectively. The December 31, 2021 and 2020 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.
/
i
Accounts Receivable and Allowance for Doubtful Accounts
We grant credit to customers in the normal course of business. Accounts receivable are unsecured and are presented net of an allowance for doubtful accounts. The allowance for doubtful accounts was $ i 328 and $ i 343 at December 31, 2021 and 2020, respectively. We determine our allowance by considering a number of factors, including the length of time accounts receivable are past due, our previous loss history, the customers’ current ability to pay their obligations to us, and the condition of the general economy and the industry as a whole. We write-off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts.
/
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Employee Retention Credit (ERC) and Payroll Tax Deferral
We qualified for Employee Retention Credits on qualified wages paid in the first and second quarters of 2021 and filed for both credits in the third quarter of 2021. We recognize government grants for which there is a reasonable assurance of compliance with grant conditions and receipt of credits. In 2021, there was $ i 5,209 related to Employee Retention Credits recognized as a reduction of the associated costs within cost of goods sold of $ i 4,670, selling of $ i 125, and general and administrative expenses of $ i 414 on the consolidated statements of operations and within Employee Retention Credits Receivable on the consolidated balance sheets. See Note 12.
The CARES Act allowed for the deferral of the employer portion of social security taxes incurred through the end of calendar 2020. As of December 31, 2021, there was $ i 1,158 of social security tax payments deferred, of which 50% was required to be remitted by December 2021 and the remaining 50% by December 2022. IRS Notice 2020-22 and Notice 2021-24 provides that employers are not subject to the penalty for failing to timely deposit employment taxes under Code Section 6656 if (i) the amount of employment taxes that are not deposited (i.e., the deemed credit amount) is less than or equal to the employer’s anticipated credits (ERC) and (ii) the employer did not previously file for advance payment of these credits. We did not remit the amount due on December 31, 2021 due to our awaiting receipt of the anticipated credits under the ERC, as allowed under the above IRS Notices. The deferred amounts are recorded within accrued payroll and commissions on the condensed consolidated balance sheets.
/
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Inventories
Inventories consist of finished goods, raw materials and work-in-process and 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 production of our products. Inventory reserves are maintained for inventories that may have a lower value than stated or quantities in excess of future production needs.
We regularly review inventory quantities on-hand for excess and obsolete inventory and, when circumstances indicate, incur charges to write down inventories to their net realizable value. The determination of a reserve for excess and obsolete inventory involves management exercising judgment to determine the required reserve, considering future demand, product life cycles, introduction of new products and current market conditions.
Inventories are as follows:
i
| 2021 | 2020 | |||||||
| Raw materials | $ | i 18,492 | $ | i 14,865 | ||||
| Work in process | i 1,678 | i 969 | ||||||
| Finished goods | i 562 | i 242 | ||||||
| Reserves | ( i 1,298 | ) | ( i 2,159 | ) | ||||
| Total | $ | i 19,434 | $ | i 13,917 | ||||
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Property and Equipment
Property and equipment are stated at cost less accumulated depreciation. Additions, improvements and major renewals are capitalized, while maintenance and minor repairs are expensed as incurred. When assets are retired or disposed of, the assets and related accumulated depreciation are removed from the accounts and the resulting gain or loss is reflected in operations. Leasehold improvements are depreciated over the shorter of their estimated useful lives or their remaining lease terms. All other property and equipment are depreciated by the straight-line method over their estimated useful lives, as follows:
i
| Buildings | 39 Years |
| Leasehold improvements | 3-15 Years |
| Manufacturing equipment | 3-7 Years |
| Office and other equipment | 3-7 Years |
Property and equipment at December 31, 2021 and 2020:
| 2021 | 2020 | |||||||
| Land | $ | i 148 | $ | i 176 | ||||
| Building and Leasehold Improvements | i 4,083 | i 5,999 | ||||||
| Manufacturing Equipment | i 18,892 | i 22,685 | ||||||
| Office and Other Equipment | i 6,934 | i 7,148 | ||||||
| Accumulated Depreciation and Amortization | ( i 24,224 | ) | ( i 29,582 | ) | ||||
| Total Property and Equipment, Net | $ | i 5,833 | $ | i 6,426 | ||||
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Long-Lived Asset Impairment
We evaluate long-lived assets, primarily property and equipment, as well as the related depreciation periods, whenever current events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability for assets to be held and used is based on our projection of the undiscounted future operating cash flows of the underlying assets or asset group. To the extent such projections indicate that future undiscounted cash flows are not sufficient to recover the carrying amounts of related assets, a charge might be required to reduce the carrying amount to equal estimated fair value. Assets held for sale are reported at the lower of the carrying amount or fair value less costs to dispose.
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Preferred Stock
Preferred stock issued is non-cumulative and nonconvertible. The holders of the preferred stock are entitled to a non-cumulative dividend of i 12% when and if declared. In liquidation, holders of preferred stock have preference to the extent of $ i 1.00 per share plus dividends accrued but unpaid. No preferred stock dividends were declared or paid during the years ended December 31, 2021 and 2020.
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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 Consolidated Statements of Operations and Comprehensive 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.
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Product Warranties
We provide limited warranty for the replacement or repair of defective product within a specified time period after the sale at no cost to our customers. We make no other guarantees or warranties, expressed or implied, of any nature whatsoever as to the goods including, without limitation, warranties to merchantability, fit for a particular purpose or non-infringement of patent or the like unless agreed upon in writing. We estimate the costs that may be incurred under our limited warranty and provide a reserve based on actual historical warranty claims coupled with an analysis of unfulfilled claims at the balance sheet date. Our warranty claim costs are not material given the nature of our products and services.
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Advertising
Advertising costs are charged to operations as incurred. The total amount charged to expense was $ i 57 and $ i 42 for the years ended December 31, 2021 and 2020, respectively.
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Income Taxes
We account for income taxes under the asset and liability method. Deferred income tax assets and liabilities are recognized annually for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. We recognize interest and penalties accrued on any unrecognized tax benefits as a component on income tax expense.
We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such positions are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Management must also assess whether uncertain tax positions as filed could result in the recognition of a liability for possible interest and penalties if any. Our estimates are based on the information available to us at the time we prepare the income tax provisions. Our income tax returns are subject to audit by federal, state, and local governments, generally three years after the returns are filed. These returns could be subject to material adjustments or differing interpretations of the tax laws.
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Incentive Compensation
We use a Black-Scholes option-pricing model to determine the grant date fair value of our incentive awards and recognize the expense on a straight-line basis over the vesting period. See Note 8 for additional information.
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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. For the year ended December 31, 2021, stock options of i 156,937 were included in the computation of diluted income per common share as their impact were dilutive. There were no dilutive shares in the years ended 2020 due to the net loss.
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Fair Value of Financial Instruments
The carrying amounts of all financial instruments approximate their fair values. The carrying amounts for cash, accounts receivable, accounts payable, and accrued liabilities approximate fair value because of the short maturity of these instruments. Based on the borrowing rates currently available to us for bank loans with similar terms and average maturities, the carrying value of our long-term debt and line of credit approximates its fair value.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs.
The fair value framework requires the categorization of assets and liabilities into one of three levels based on the assumptions (inputs) used in valuing the asset or liability. Level 1 provides the most reliable measure of fair value, while Level 3 generally requires significant management judgment. The three levels are defined as follows:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3: Unobservable inputs for the asset or liability, reflecting the reporting entity’s own assumptions about the assumptions that market participants would use in pricing
Our assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. We endeavor to use the best available information in measuring fair value. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. We utilized a Level 3 valuation in our testing of goodwill as of October 1, 2020. See Note 4, Goodwill and Intangible Assets, for more detail.
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Enterprise-Wide Disclosures
Our results of operations for the years ended December 31, 2021 and 2020 represent a single operating and reporting segment referred to as Contract Manufacturing within the EMS industry. Consolidated financial information is available that is evaluated regularly by the chief operating decision maker in assessing performance and allocating resources.
Export sales from our domestic operations represent approximately i 3.1% and i 2.8% of consolidated net sales for the years ended December 31, 2021 and 2020, respectively.
Net sales by our major EMS industry markets for the years ended December 31, 2021 and 2020 are as follows:
i
| 2021 | 2020 | |||||||
| Medical | $ | i 63,047 | $ | i 55,098 | ||||
| Aerospace and Defense | i 16,639 | i 20,624 | ||||||
| Industrial | i 35,482 | i 28,384 | ||||||
| Total Net Sales | $ | i 115,168 | $ | i 104,106 | ||||
Noncurrent assets, excluding deferred taxes, by country are as follows:
i
| United States | Mexico | China | Total | |||||||||||||
| Property and equipment, net | $ | i 4,664 | $ | i 454 | $ | i 715 | $ | i 5,833 | ||||||||
| Operating Lease Assets | $ | i 5,287 | i 2,800 | i 896 | $ | i 8,983 | ||||||||||
| Other assets | $ | i 501 | i - | i - | $ | i 501 | ||||||||||
| Property and equipment, net | $ | i 5,057 | $ | i 681 | $ | i 688 | $ | i 6,426 | ||||||||
| Operating Lease Assets | $ | i 5,574 | i 3,117 | i 307 | $ | i 8,998 | ||||||||||
| Other assets | $ | i 1,173 | i - | i - | $ | i 1,173 | ||||||||||
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Foreign Currency Transactions
The functional currency for our Mexico subsidiary is the US dollar. Foreign exchange transaction gains and losses attributable to exchange rate movements related to transactions made in the local currency and on intercompany receivables and payables not deemed to be of a long-term investment nature are recorded in other income (expense). The functional currency for our China subsidiary is the Renminbi (“RMB”). Assets and liabilities of the China operation are translated from RMB into U.S. dollars at period-end rates, while income and expense are translated at the weighted-average exchange rates for the period. The related translation adjustments are reflected as a foreign currency translation adjustment in accumulated other comprehensive loss within shareholders’ equity. The total foreign currency translation adjustment increased shareholders’ equity by $ i 93 and $ i 220 for the years ended December 31, 2021 and 2020, respectively.
Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the Consolidated Statements of Operations. Net foreign currency transaction losses included in the determination of net earnings was $ i 131 and $ i 32 for the years ended December 31, 2021 and 2020, respectively.
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Reclassification
Certain reclassifications have been made to the prior year’s consolidated financial statements to enhance comparability with the current year’s financial statements. As a result, certain line items have been restated in the statement of operations to properly reflect the classification of information technology related expenses. Comparative figures have been adjusted to conform to the current year’s presentation.
The items were reclassified as follows:
i
| Year Ended | ||||||||
| Previously Reported | After Reclassification | |||||||
| Cost of Goods Sold | $ | i 95,651 | $ | i 94,441 | ||||
| General and Administrative Expenses | i 8,043 | i 9,253 | ||||||
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Recently Issued Accounting Standards
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.
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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 two high-credit quality financial institutions. These accounts may at times exceed federally insured limits. 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 i 26.9% and i 23.4% of net sales for the years ended December 31, 2021 and 2020, respectfully. Accounts receivable for one customer was i 19.3% and i 19.6% at December 31, 2021 and 2020, respectfully.
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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 i 78% and i 84% of our revenue for the years ended December 31, 2021 and 2020, respectively. Revenues under these agreements are generally recognized over time using an input measure based upon the proportion of actual costs incurred.
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 Consolidated Balance Sheet, consist of unbilled amounts related to revenue recognized over time. Significant changes in the contract assets balance during the years ended December 31, 2021 and 2020 was as follows:
i
| Outstanding at January 1, 2020 | $ | i 7,659 | ||
| Increase (decrease) attributed to: | ||||
| Transferred to receivables from contract assets recognized | ( i 6,795 | ) | ||
| Product transferred over time | i 5,035 | |||
| Outstanding at December 31, 2020 | i 5,899 | |||
| Increase (decrease) attributed to: | ||||
| Transferred to receivables from contract assets recognized | ( i 5,259 | ) | ||
| Product transferred over time | i 8,058 | |||
| Outstanding at December 31, 2021 | $ | i 8,698 |
We expect substantially all of the remaining performance obligations for the contract assets recorded as of December 31, 2021, to be transferred to receivables within 90 days, with any remaining amounts to be transferred within i 180 days. We bill our customers upon shipment with payment terms of up to i 120 days.
The following tables summarize our net sales by market for the years ended December 31, 2021 and 2020:
i
| Year Ending December 31, 2021 | ||||||||||||||||
| Product/ Service Transferred Over Time | Product Transferred at Point in Time | Noncash Consideration | Total Net Sales by Market | |||||||||||||
| Medical | $ | i 47,285 | $ | i 13,250 | $ | i 2,512 | $ | i 63,047 | ||||||||
| Aerospace and Defense | i 14,879 | i 861 | i 899 | i 16,639 | ||||||||||||
| Industrial | i 27,213 | i 6,851 | i 1,418 | i 35,482 | ||||||||||||
| Total net sales | $ | i 89,377 | $ | i 20,962 | $ | i 4,829 | $ | i 115,168 | ||||||||
| Year Ending December 31, 2020 | ||||||||||||||||
| Product/ Service Transferred Over Time | Product Transferred at Point in Time | Noncash Consideration | Total Net Sales by Market | |||||||||||||
| Medical | $ | i 45,694 | $ | i 6,398 | $ | i 3,006 | $ | i 55,098 | ||||||||
| Aerospace and Defense | i 18,948 | i 454 | i 1,222 | i 20,624 | ||||||||||||
| Industrial | i 22,451 | i 4,444 | i 1,489 | i 28,384 | ||||||||||||
| Total net sales | $ | i 87,093 | $ | i 11,296 | $ | i 5,717 | $ | i 104,106 | ||||||||
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NOTE 4. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
We evaluate the value of our goodwill annually as of October 1st or more frequently such as when events or changes in circumstances indicate there may be an impairment. We test for impairment at the reporting unit level, which we had one reporting unit (Nortech) at December 31, 2020.
We tested goodwill for impairment as of October 1, 2020 and concluded that goodwill was impaired due to a significant reduction of results from operations during the fourth quarter of 2020 that was more than expected suggesting a greater impact of the COVID-19 pandemic. We recorded a $ i 2,375 impairment loss, which fully impaired our remaining goodwill.
In determining the nonrecurring fair value measurements of goodwill, we utilized a discounted cash flow approach. Our discounted cash flow model includes assumptions related to our product revenue, gross margins, operating margins and other assumptions along with a weighted average cost of capital that is a combination of the risk free rate coupled with our company specific risk premium.
Other Intangible Assets
Finite life intangible assets at December 31, 2021 and 2020 are as follows:
i
| Customer Relationships | Intellectual Property | Trade Names | Patents | Total | ||||||||||||||||
| Balance at January 1, 2020 | $ | i 651 | $ | i 5 | $ | i 631 | $ | i 56 | $ | i 1,343 | ||||||||||
| Additions | i - | i - | i - | i 21 | i 21 | |||||||||||||||
| Amortization | i 144 | i 5 | i 42 | i - | i 191 | |||||||||||||||
| Balance at December 31, 2020 | $ | i 507 | $ | i - | $ | i 589 | $ | i 77 | $ | i 1,173 | ||||||||||
| Additions | i - | i - | i - | i 64 | i 64 | |||||||||||||||
| Amortization | i 147 | i - | i 29 | i - | i 176 | |||||||||||||||
| Abandonment Loss | i - | i - | i 560 | i - | i 560 | |||||||||||||||
| Balance at December 31, 2021 | $ | i 360 | $ | i - | $ | i - | $ | i 141 | $ | i 501 | ||||||||||
In 2021, we determined the fair value of the Devicix tradename was more likely than not at $ i 0 based on management’s best estimate and recognized a $ i 560 loss on abandonment of intangible assets.
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 3.0 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 was $ i 176 and $ i 191 for the years ended December 31, 2021 and 2020, respectively.
Estimated future annual amortization expense (except projects in process) related to these assets is approximately as follows:
i
| Year | Amount | |||
| 2022 | $ | i 145 | ||
| 2023 | i 145 | |||
| 2024 | i 71 | |||
| Total | $ | i 361 | ||
We completed our qualitative assessment of our long-lived assets as of December 31, 2021 and conclude it is more likely than not that our finite-lived intangible and other long-lived assets were not impaired. In the fourth quarter of 2020, we evaluated that there was a trigger event, largely driven by the ongoing impact of COVID-19, that indicated that the carrying amount of our long-lived assets may not be recoverable. We performed the recoverability test of our undiscounted cash flow forecast over the life of our primary asset and determined there was no impairment.
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NOTE 5. 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 $ i 16,000 that expires on June 15, 2022. On December 31, 2021, we renewed the credit agreement through 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. Prior to the amendment, the line of credit was subject to variations in LIBOR. Our line of credit bears interest at a weighted-average interest rate of i 3.5% and i 4.0% as of December 31, 2021 and 2020, respectively. We had borrowings on our line of credit of $ i 9,016 and $ i 3,328 outstanding as of December 31, 2021 and December 31, 2020, 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 $ i 58 on the consolidated balance sheet for the year ended December 31, 2021.
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 ending December 31, 2021 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 December 31, 2021.
At December 31, 2021 and 2020, we had unused availability under our line of credit of $ i 3,539 and $ i 8,131, respectively, 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 improves our unused availability.
On April 15, 2020, we entered into a Promissory Note with Bank of America, N.A., which provides for an unsecured loan of $ i 6,077 pursuant to the Paycheck Protection Program (“PPP”) under the Coronavirus, Aid, Relief, and Economic Security Act and applicable regulations (the “CARES Act”) of which funds were received on April 22, 2020. The loan was accounted for as debt until November 3, 2021 when the $ i 6,077 loan and $ i 93 accrued interest was fully forgiven by the SBA. As a result, we recorded a PPP loan forgiveness gain of $ i 6,170 which is included in other income (expense) on the consolidated statements of operations and other comprehensive income (loss) for the year ended December 31, 2021.
Our China operation has a financing agreement with China Construction Bank which provides for a line of credit arrangement of i 10,000,000 Renminbi (RMB) (approximately i 1.6 million USD) that will expire on June 22, 2022. This line of credit bears an interest rate of i 4.5% and we had no amounts outstanding as of December 31, 2021 and 2020.
There was no long-term debt at December 31, 2021. Long-term debt balances at December 31, 2020 consisted of the following (in thousands):
i
| Term note payable - Bank of America | ||||
| Real estate term note bearing interest at one-month LIBOR + 2.25% (4.3% as of December 31, 2020) with monthly payments of approximately $41,000 plus interest secured by substantially all assets. | $ | i 1,071 | ||
| Promissory Note | i 6,077 | |||
| i 7,148 | ||||
| Debt issuance Costs | ( i 79 | ) | ||
| Total long-term debt | i 7,069 | |||
| Current maturities of long-term debt | ( i 1,204 | ) | ||
| Long-term debt - net of current maturities | $ | i 5,865 | ||
NOTE 6. 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 December 31, 2021, we do not have material lease commitments that have not commenced. We did extend and add operating leases for our manufacturing facilities in 2021.
We have financing leases for certain property and equipment used in the normal course of business.
The components of lease expense were as follows:
i
| December 31, | December 31, | |||||||
| Lease Cost | 2021 | 2020 | ||||||
| Operating lease cost | $ | i 2,291 | $ | i 1,643 | ||||
| Finance lease interest cost | i 79 | i 102 | ||||||
| Finance lease amortization expense | i 502 | i 637 | ||||||
| Total lease cost | $ | i 2,872 | $ | i 2,382 | ||||
Supplemental balance sheet information related to leases was as follows:
i
| Balance Sheet Location | |||||||||
| Assets | |||||||||
| Operating lease assets | Operating lease assets | $ | i 8,983 | $ | i 8,998 | ||||
| Finance lease assets | Property, Plant and Equipment | i 2,052 | i 2,330 | ||||||
| Total leased assets | $ | i 11,035 | $ | i 11,328 | |||||
| Liabilities | |||||||||
| Current | |||||||||
|
Current operating lease liabilities | Current Portion of Operating Lease Obligations | $ | i 1,043 | $ | i 688 | ||||
|
Current finance lease liabilities | Current Portion of Finance Lease Obligations | i 601 | i 660 | ||||||
| Noncurrent | |||||||||
| Long-term operating lease liabilities | Long Term Operating Lease Liabilities, Net | i 8,695 | i 8,889 | ||||||
| Long term finance lease liabilities | Long Term Finance Lease Obligations, Net | i 916 | i 1,152 | ||||||
| Total lease liabilities | $ | i 11,255 | $ | i 11,389 | |||||
Supplemental cash flow information related to leases was as follows:
| December 31, | ||||||||
| 2020 | ||||||||
| Operating leases | ||||||||
| Cash paid for amounts included in the measurement of lease liabilities | $ | i 1,649 | $ | i 1,058 | ||||
| Right-of-use assets obtained in exchange for lease obligations | $ | i 1,188 | $ | i 4,999 | ||||
The right-of use-assets obtained in exchange in for lease obligations in the year ended December 31, 2021 was largely due to leasing of additional space in our Suzhou, China facility.
Maturities of lease liabilities were as follows:
i| Operating Leases | Finance Leases | Total | ||||||||||
| 2022 | i 1,754 | i 664 | i 2,418 | |||||||||
| 2023 | i 1,809 | i 409 | i 2,218 | |||||||||
| 2024 | i 1,509 | i 357 | i 1,866 | |||||||||
| 2025 | i 1,255 | i 103 | i 1,358 | |||||||||
| 2026 | i 1,217 | i 115 | i 1,332 | |||||||||
| Thereafter | i 7,066 | i - | i 7,066 | |||||||||
| Total lease payments | $ | i 14,610 | $ | i 1,648 | $ | i 16,258 | ||||||
| Less: Interest | ( i 4,871 | ) | ( i 132 | ) | ( i 5,003 |
) | ||||||
| Present value of lease liabilities | $ | i 9,739 | $ | i 1,516 | $ | i 11,255 | ||||||
The lease term and discount rate at December 31, 2021 were as follows:
| Weighted-average remaining lease term (years) | ||||
| Operating leases | i 9.4 | |||
| Finance leases | i 3.06 | |||
| Weighted-average discount rate | ||||
| Operating leases | i 7.7 | % | ||
| Finance leases | i 5.17 | % |
NOTE 7. RESTRUCTURING CHARGES
In 2021, we recorded restructuring charges of $ i 327 related to the consolidation of our production facilities and closure of our Merrifield, Minnesota facility. With the Merrifield closure, we shifted wire and cable assembly, system-level assembly and printed circuit board (PCB) manufacturing to Nortech’s other Minnesota locations. No amounts were accrued as of December 31, 2021. We reduced our workforce by approximately 42 employees as a result of this facility closure.
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NOTE 8. INCOME TAXES
In December 2020, the Consolidated Appropriations Act, 2021 (“CAA”) was signed into law. The CAA included additional funding through tax credits as part of its economic package for 2021. We evaluated these items in its tax computation as of December 31, 2020 and determined that the items do not have a material impact on our financial statements as of December 31, 2020. Additionally, as part of the Paycheck Protection Program (“PPP”) established by the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), we received a PPP loan on April 15, 2020. The full amount of the loan and accrued interest were forgiven on November 3, 2021. This extinguishment of debt income is recorded in other income (expense) on the consolidated statements of operations and other comprehensive income for the year ended December 31, 2021. The PPP loan forgiveness will be treated as tax-exempt income due to the provisions in the CAA.
The income tax expense for the years ended December 31, 2021 and 2020 consists of the following:
i
| 2021 | 2020 | |||||||
| Current taxes - Federal | $ | i 401 | $ | i 121 | ||||
| Current taxes - State | i 17 | i 24 | ||||||
| Current taxes - Foreign | i 441 | i 165 | ||||||
| Income tax expense | $ | i 859 | $ | i 310 | ||||
The statutory rate reconciliation for the years ended December 31, 2021 and 2020 is as follows:
i
| 2021 | 2020 | |||||||
| Statutory Rate | $ | i 1,606 | $ | ( i 259 | ) | |||
| State Income Tax | i 14 | i 60 | ||||||
| Effect of foreign operations | i 110 | ( i 18 | ) | |||||
| Change in State Deferred Rate | ( i 39 | ) | ( i 115 | ) | ||||
| Valuation Allowance | i 472 | i 101 | ||||||
| PPP Loan Forgiveness | ( i 1,276 | ) | i - | |||||
| US Permanent differences | i 3 | i 5 | ||||||
| Federal Tax Credits | ( i 37 | ) | ( i 108 | ) | ||||
| Global Intangible Low-Taxed Income Effect | i 391 | i 125 | ||||||
| Return to provision - credits, perm diffs | ( i 481 | ) | i 4 | |||||
| Goodwill Impairment | i - | i 499 | ||||||
| IRS Payable | i 121 | i - | ||||||
| Other | ( i 25 | ) | i 16 | |||||
| $ | i 859 | $ | i 310 | |||||
Income and loss from operations before income taxes was derived from the following sources:
i
| 2021 | 2020 | |||||||
| Domestic | $ | i 6,072 | $ | ( i 2,109 | ) | |||
| Foreign | i 1,941 | i 873 | ||||||
| $ | i 8,013 | $ | ( i 1,236 | ) | ||||
Deferred tax (liabilities) assets at December 31, 2021 and 2020, consist of the following:
i
| 2021 | 2020 | |||||||
| Deferred Tax | ||||||||
| Allowance for uncollectable accounts | $ | i 80 | $ | i 85 | ||||
| Inventories reserve | i 303 | i 531 | ||||||
| Accrued vacation | i 135 | i 115 | ||||||
| Accrued bonus | i 274 | i 57 | ||||||
| Stock-based compensation and equity appreciation rights | i 135 | i 78 | ||||||
| Other Accruals | i 547 | i - | ||||||
| Lease Accounting ASC 842 Lease Liability | i 1,555 | i 1,405 | ||||||
| Section 481(a) adjustment | i - | i 798 | ||||||
| Net operating loss carryforwards | i 101 | i 82 | ||||||
| Tax credit carryforwards | i 162 | i 165 | ||||||
| Unrealized Foreign Currency Gain | i 22 | i 42 | ||||||
| Intangibles | i 569 | i - | ||||||
| COGS Rev Rec Adjustment | i 1,776 | i - | ||||||
| COGS Offset Adjustment | ( i 1,807 | ) | i - | |||||
| Other | i 10 | i 5 | ||||||
| Total | i 3,862 | i 3,363 | ||||||
| Valuation allowance | ( i 1,976 | ) | ( i 1,504 | ) | ||||
| Deferred tax assets | i 1,886 | i 1,859 | ||||||
| Accumulated Other Comprehensive Income | ( i 297 | ) | ( i 61 | ) | ||||
| Lease Accounting ASC 842 Lease Asset | ( i 1,518 | ) | ( i 1,386 | ) | ||||
| Property and equipment | ( i 71 | ) | ( i 412 | ) | ||||
| Deferred tax liabilities | ( i 1,886 | ) | ( i 1,859 | ) | ||||
| Net deferred tax assets | $ | i - | $ | i - | ||||
We currently have significant deferred tax assets as a result of temporary differences between taxable income on our tax returns and U.S. GAAP income, research and development tax credit carry forwards and state net operating loss carry forwards. A deferred tax asset generally represents future tax benefits to be received when temporary differences previously reported in our financial statements become deductible for income tax purposes, or when net operating loss carry forwards are applied against future taxable income, or when tax credit carry forwards are utilized on our tax returns. We assess the realizability of our deferred tax assets and the need for a valuation allowance based on the guidance provided in current financial accounting standards.
Significant judgment is required in determining the realizability of our deferred tax assets. The assessment of whether valuation allowances are required considers, among other matters, the nature, frequency and severity of any current and cumulative losses, forecasts of future profitability, the duration of statutory carry forward periods, our experience with loss carry forwards not expiring unused and tax planning alternatives.
We have concluded that a valuation allowance is needed for all our United States based deferred tax assets due to the cumulative net losses we have sustained in the past three years. In analyzing the need for a valuation allowance, we considered our history of operating results for income tax purposes over the past three years in each of the tax jurisdictions where we operate, statutory carry forward periods and tax planning alternatives. Finally, we considered both our near and long-term financial outlook and timing regarding when we might return to profitability. After considering all available evidence both positive and negative, we concluded that the valuation allowance is needed for all our U.S. based deferred tax assets, no valuation allowance was placed on the foreign assets.
At December 31, 2021, for U.S. state tax purposes, we have Minnesota R&D credit carryforwards of $ i 181 and various state net operating loss carryforwards of $ i 296 for Iowa, $ i 679 for Minnesota, $ i 45 for Wisconsin. The state credits and NOLs expire at various years starting in 2024.
The tax effects from uncertain tax positions can be recognized in our consolidated financial statements, only if the position is more likely than not to be sustained on audit, based on the technical merits of the position. We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The following table sets forth changes in our total gross unrecognized tax benefit liabilities, excluding accrued interest, for the years ended December 31, 2021 and 2020 (in thousands):
i
| Balance at December 31, 2020 | $ | i 50 | ||
| Tax Positions - Additions | i - | |||
| Tax Positions - Reductions | i - | |||
| Balance at December 31, 2021 | $ | i 50 |
Our policy is to accrue interest related to potential underpayment of income taxes within the provision for income taxes. The liability for accrued interest as of December 31, 2021 and 2020 was not significant. Interest is computed on the difference between our uncertain tax benefit positions and the amount deducted or expected to be deducted in our tax returns.
We are subject to income taxes in the U.S. federal jurisdiction and various state jurisdictions. The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. As of December 31, 2021, with few exceptions, the Company or its subsidiaries are no longer subject to examination prior to tax year 2017. Our tax year 2018 income tax return is currently under IRS audit.
/
NOTE 9. 401(K) RETIREMENT PLAN
We have a 401(k) profit sharing plan (the 401(k) Plan) for our employees. The 401(k) Plan is a defined contribution plan covering substantially all of our U.S. employees. Employees are eligible to participate in the Plan after completing three months of service and attaining the age of 18. Employees are allowed to contribute up to i 60% of their wages to the 401(k) Plan. Historically we have matched i 25% of the employees’ contributions up to i 6% of covered compensation. We made contributions, net of forfeitures, of approximately $ i 276 and $ i 267 during the years ended December 31, 2021 and 2020, respectively.
/
NOTE 10. INCENTIVE PLANS
Stock Options
In May 2017, the shareholders approved the 2017 Stock Incentive Plan which authorized the issuance of i 350,000 shares. There were additional shares authorized by the shareholders in March 2020 totaling i 50,000. Since the last shareholders’ meeting, the Board of Directors has approved and is seeking shareholder approval of an additional i 175,000 to be authorized under the plan. There were i 49,000 and i 42,300 options granted during the years ended December 31, 2021 and 2020, respectively.
We estimate the fair value of share-based awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense in the consolidated statements of operations over the requisite service periods. Because share-based compensation expense is based on awards that are ultimately expected to vest, share-based compensation expense will be reduced to account for estimated forfeitures. We estimate forfeitures at the time of grant and revise the estimate, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
We used the Black-Scholes option-pricing model to calculate the fair value of option-based awards. Our determination of fair value of option-based awards on the date of grant using the Black-Scholes model is affected by our stock price as well as assumptions regarding a number of subjective variables. These variables include, but are not limited to, our expected stock price, volatility over the term of the awards, risk-free interest rate, and the expected life of the options. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of our stock options. The expected volatility and holding period are based on our historical experience. For all grants, the amount of compensation expense recognized has been adjusted for an estimated forfeiture rate, which is based on historical data.
A summary of option activity as of and for the years ended December 31, 2021 and 2020 as follows:
i
| Shares |
Weighted- Average Exercise Price Per Share |
Weighted- Average Remaining Contractual Term |
Aggregate Intrinsic Value |
|||||||||||||
| Outstanding – January 1, 2020 |
i 372,200 | $ | i 3.85 | |||||||||||||
| Granted |
i 42,300 | i 4.34 | ||||||||||||||
| Exercised |
( i 14,133 | ) | (3.78 | ) | ||||||||||||
| Cancelled |
( i 37,727 | ) | (3.37 | ) | ||||||||||||
| Outstanding – December 31, 2020 |
i 362,640 | $ | i 3.96 | i 7.78 | $ | i 1,164 | ||||||||||
| Granted |
i 49,000 | i 8.50 | ||||||||||||||
| Exercised |
( i 13,400 | ) | i 3.43 | |||||||||||||
| Cancelled |
( i 10,740 | ) | i 3.42 | |||||||||||||
| Outstanding – December 31, 2021 |
i 387,500 | $ | i 4.57 | i 7.17 | $ | i 2,250 | ||||||||||
| Exercisable on December 31, 2021 |
i 186,700 | $ | i 3.79 | i 6.31 | $ | i 1,225 | ||||||||||
There were i 13,400 options exercised during the year ended December 31, 2021 and i 14,133 options exercised during the year ended December 31, 2020. Total compensation expense related to stock options for the years ended December 31, 2021 and 2020 was $ i 111 and $ i 68, respectively. As of December 31, 2021, there was $ i 400 of unrecognized compensation which will vest over the next i 3.5 years.
Equity Appreciation Rights Plan
In November 2010, the Board of Directors approved the adoption of the Nortech Systems Incorporated Equity Appreciation Rights Plan (the 2010 Plan). The total number of Equity Appreciation Right Units (Units) the Plan can issue shall not exceed an aggregate of i 1,000,000 Units as amended and restated on March 11, 2015 and approved by the shareholders on May 6, 2015. The 2010 Plan provides that Units issued shall fully vest three years from the base date as defined in the agreement unless terminated earlier. Units give the holder a right to receive a cash payment equal to the appreciation in book value per share of common stock from the base date, as defined, to the redemption date. Unit redemption payments under this plan shall be paid in cash within 90 days after we determine the book value of the Units as of the calendar year immediately preceding the redemption date. The Units are adjusted to each reporting period based on the expected appreciation of the Units as defined in the Plan.
During the years ended December 31, 2021 and 2020, no Units were granted.
Total compensation expense related to the vested outstanding Units based on the estimated appreciation over their remaining terms was approximately $ i 143 and $ i 108 for the years ended December 31, 2021 and 2020, respectively.
/
NOTE 11. COMMITMENTS AND CONTINGENCIES
Litigation
We are subject to various legal proceedings and claims that arise in the ordinary course of business. In our opinion, the amount of any ultimate liability with respect to these actions will not materially affect our consolidated financial statements or results of operations.
Change of Control Agreements
Since 2002, we entered into Change of Control Agreements (the Agreement(s)) with certain key executives (the Executive(s)). The Agreements provide an inducement for each Executive to remain as an employee in the event of any proposed or anticipated change of control in the organization, including facilitating an orderly transition, and to provide economic security for the Executive after a change in control has occurred.
In the event of an involuntarily termination in connection with a change of control as defined in the agreements, each Executive would receive their base salary, annual bonus at time of termination, and continued participation in health, disability and life insurance plans for a period of three years for officers and two years for all other participants.
Global Pandemic
In March 2020, the World Health Organization recognized the outbreak of a novel coronavirus (“COVID-19”) as a pandemic. While the COVID-19 pandemic has had an impact on our operations, we have been able to continue to operate our manufacturing facilities and provide essential services to our customers. Additionally, in an effort to protect the health and safety of our employees and in compliance with state regulations, we have instituted a work-from-home policy for employees who can perform their job functions offsite, implemented social distancing requirements and other measures to allow manufacturing and other personnel essential to production to continue work within our manufacturing facilities.
The full extent to which COVID-19 will continue to 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. The ultimate impact of COVID-19 depends on factors beyond our knowledge or control, including the duration and severity of the outbreak, as well as third-party actions taken to contain its spread and mitigate its public health effects. As a result, we are unable to estimate the extent to which COVID-19 will negatively impact our financial results or liquidity.
We will continue to assess the potential impact 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.
NOTE 12. 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.
The ERC is calculated as a percentage of qualified wages (as defined in the CARES Act, as amended) paid by an eligible employer. The Company qualified for the ERC as it experienced a significant decline in gross receipts (for 2020, defined as a 50% decline in gross receipts when compared to the same calendar quarter in 2019, and for 2021, defined as a 20% decline in gross receipts when compared to the same quarter in 2019). As a small employer, all of the Company’s otherwise qualified wages were eligible for the ERC. For 2020, the ERC equaled 50 percent of an employee’s qualified wages up to $10,000 per employee per calendar quarter with a maximum annual credit for each employee of $5,000. For 2021, the ERC equaled 70 percent of an employee’s qualified wages up to $10,000 per employee per calendar quarter with a maximum annual credit of $21,000 for each employee. The Company determined that it was eligible for the ERC as revenues in the first quarter of 2021 declined more than 20% compared to the same quarter of 2019.
As it relates to the 2020 and 2021 amounts, the Company has elected to account for the credit as a government grant. U.S. GAAP do not include grant accounting guidance for for-profit entities, therefore, the Company has elected to follow the grant accounting model in International Accounting Standard (IAS) 20, Accounting for Government Grants and Disclosure of Government Assistance. In accordance with IAS 20, the Company cannot recognize any income from the grant until there is reasonable assurance (similar to the “probable” threshold in U.S. GAAP) that any conditions attached to the grant will be met and that the grant will be received. Once it is reasonably assured that the grant conditions will be met and that the grant will be received, grant income is recorded on a systematic basis over the periods in which the Company recognizes the payroll expenses for which the grant is intended to compensate. Income from the grant can be presented as either other income or as a reduction in the expenses for which the grant was intended to compensate.
During the year ended December 31, 2021 and 2020, the Company recorded ERC benefits of $ i 5,209 as a reduction of the associated costs within cost of goods sold of $ i 4,670, selling of $ i 125, and general and administrative expenses of $ i 414 on the consolidated statements of operations and within Employee Retention Credits Receivable on the consolidated balance sheet.
/
NOTE 13. RELATED PARTY TRANSACTIONS
During the years ended December 31, 2021 and 2020, we did business with Printed Circuits, Inc. which was i 90% owned by the Kunin family until late 2020. The Kunin family owns a majority of our stock. We had payments totaling $ i 91 and $ i 28 in the years ended December 31, 2021 and 2020, respectively, to Printed Circuits, Inc. The Company believes that these transactions 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 of Abilitech Medical, Inc. Mr. Kunin also was a consultant to Abilitech, which relationship ended on March 1, 2021. During 2020, Mr. Kunin earned $ i 16 as a consultant to Abilitech. Abilitech paid the Company $ i 1,079 and $ i 1,095 in the years ended December 31, 2021 and 2020, 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 small minority owner (less than i 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 $ i 1,000 conditional grant from the BIRD Foundation. 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. As of December 31, 2021, we have received a $ i 100 deposit, incurred expenses of $ i 169 and recognized revenue of $ i 148 from Marpe. 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 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
In accordance with Rule 13a-15(b) of the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-K, the Company’s management evaluated, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-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.
Management’s Annual Report on Internal Control Over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system was designed to provide reasonable assurance to management and the board of directors regarding the effectiveness of our internal control processes over the preparation and fair presentation of published financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
We have assessed the effectiveness of our internal controls over financial reporting as of December 31, 2021. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework of 2013. Based on our assessment, we concluded that, as of December 31, 2021, our internal control over financial reporting was effective.
Changes in Internal Controls
There was no change in the Company’s internal control over financial reporting that occurred during our most recent quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. Other Information
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information regarding the directors and executive officers of the Registrant will be included in the Registrant's proxy statement relating to its Annual Meeting of Shareholders to be held May 11, 2022 to be filed with the Securities and Exchange Commission within 120 days after December 31, 2021, the end of our fiscal year, and said portions of the proxy statement are incorporated herein by reference.
The company has adopted a code of conduct applicable to all officers, directors, and employees. A copy of this code of conduct will be provided to any person, without charge, upon request from Nortech c/o Chief Financial Officer 7550 Meridian Circle N # 150, Maple Grove, MN 55369.
Item 11. Executive Compensation
Information regarding executive compensation of the Registrant will be included in the Registrant's proxy statement relating to its Annual Meeting of Shareholders to be held May 11, 2022 to be filed with the Securities and Exchange Commission within 120 days after December 31, 2021, the end of our fiscal year, and said portions of the proxy statement are incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information regarding security ownership of certain beneficial owners and management of the Registrant will be included in the Registrant's proxy statement relating to its Annual Meeting of Shareholders to be held May 11, 2022 to be filed with the Securities and Exchange Commission within 120 days after December 31, 2021, the end of our fiscal year, and said portions of the proxy statement are incorporated herein by reference.
Information regarding executive compensation plans (including individual compensation arrangements) as of the end of the last fiscal year, on two categories of equity compensation plans (that is, plans that have been approved by security holders and plans that have not been approved by security holders) will be included in the Registrant's proxy statement relating to its Annual Meeting of Shareholders to be held May 11, 2022 to be filed with the Securities and Exchange Commission within 120 days after December 31, 2021, the end of our fiscal year, and said portions of the proxy statement are incorporated herein by reference.
The following table provides information about our equity compensation plans (including individual compensation arrangements) as of December 31, 2021.
| Plan category |
Number of securities to be issued upon outstanding options, warrants and rights (1) |
Weighted-average warrants and rights |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column) (2) |
|||||||||
| Equity compensation plans approved by security holders |
180,500 | $ | 4.57 | 37,217 | ||||||||
| Equity compensation plans not approved by security holders |
- | - | - | |||||||||
| Total |
180,500 | $ | 4.57 | 37,217 | ||||||||
| (1) |
Represents common shares issuable upon the exercise of outstanding options granted under the 2017 Incentive Compensation Plan (the 2017 Plan). |
| (2) |
Represents common shares remaining available for issuance under the 2017 Plan of 37,217. |
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item will be included in the Registrant's proxy statement relating to its Annual Meeting of Shareholders to be held May 11, 2022 to be filed with the Securities and Exchange Commission within 120 days after December 31, 2021, the end of our fiscal year, and said portions of the proxy statement are incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information required by this Item will be included in the Registrant's proxy statement relating to its Annual Meeting of Shareholders to be held May 11, 2022 to be filed with the Securities and Exchange Commission within 120 days after December 31, 2021, the end of our fiscal year, and said portions of the proxy statement are incorporated herein by reference.
PART IV
Item 15. Exhibits and Financial Statements Schedules
| 1. |
Consolidated Financial Statements - Consolidated Financial Statements and related Notes are included in Part II, Item 8, and are identified in the Index on Page 25. |
| 2. |
Consolidated Financial Statement Schedule - The following financial statement schedule and the Auditors' report thereon is included in this Annual Report on Form 10-K: |
| All schedules are omitted because it is not required information or the information is presented in the consolidated financial statements or related notes. |
| 3. |
The following exhibits are incorporated herein by reference: |
| 3.1 |
| 3.2 |
Bylaws (incorporated by reference to Exhibit 3.2 to Form 10-K filed on March 19, 2020) |
| 10.1 |
| 10.2 |
| 10.3 |
| 10.4 |
| 10.5 |
| 10.6 |
| 10.7 |
| 10.8 |
| 10.9 |
| 10.10 |
| 10.11 |
| 10.12 |
| 10.13 |
| 10.14 |
| 10.15 |
| 10.16 |
| 10.17 |
| 10.18 |
| 10.19 |
| 10.20 |
| 10.21 |
| 10.22 |
| 10.23 |
| 10.24 |
| 21 |
| 23 |
| 31.1 |
| 31.2 |
| 32.1 |
| 101 |
Financial statements from the annual report on Form 10-K for the year ended December 31, 2021, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Consolidated Statements of Cash Flows, and (iv) the Notes to Consolidated Financial Statements.* |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) |
| * |
Filed electronically herewith. |
| ** |
Management contract or compensatory plan or arrangement in which directors or executive officers are eligible to participate |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
Registrant
| By: | /s/ Jay D. Miller | March 17, 2022 |
| Jay D. Miller | ||
| President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By: /s/ Jay D. Miller | March 17, 2022 |
| Jay D. Miller | |
| President and Chief Executive Officer (principal executive officer) and Director | |
| By: /s/ Christopher D. Jones | March 17, 2022 |
| Christopher D. Jones | |
| Chief Financial Officer (principal financial and accounting officer) | |
| By: /s/ David B. Kunin | March 17, 2022 |
| David B. Kunin, Chairman and Director | |
| By: /s/ Stacy A. Kruse | March 17, 2022 |
| Stacy A. Kruse, Director |
| By: /s/ Ryan P. McManus | March 17, 2022 |
| Ryan P. McManus, Director |
| By: /s/ Steven J. Rosenstone | March 17, 2022 |
| Steven J. Rosenstone, Director |
| By: /s/ Philip I. Smith | March 17, 2022 |
| Philip I. Smith, Director |
| By: /s/ Dan Sachs | March 17, 2022 |
| Dan Sachs, Director |
DESCRIPTIONS OF EXHIBITS
| 3.1 |
Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to Form S-1 filed July 16, 1996 (File No. 333-00888) |
| 3.2 |
Bylaws (incorporated by reference to Exhibit 3.2 to Form 10-K filed on April 1, 2019) |
| 10.1 |
Amendment dated November 5, 2014 to Employment Agreement with Michael Degen (incorporated by reference to Exhibit 99.1 to Form 8-K filed November 7, 2014)** |
| 10.2 |
Restated Equity Appreciation Rights Plan dated March 11, 2015 (incorporated by reference to Appendix A to Definitive Proxy Statement filed March 24, 2015)** |
| 10.3 |
Lease Agreement dated April 1, 2015 between the Company and LSOP 3 MN 3, LLC (incorporated by reference to Form 8-K filed April 9, 2015) |
| 10.4 |
Lease Agreement dated November 12, 2015 between the Company and Suzhou Industrial Park Biotech Development Co., Ltd. (incorporated by reference to Form 10-K filed March 21, 2016). |
| 10.5 |
2017 Stock Incentive Plan approved by shareholders May 3, 2017 (incorporated by reference to Exhibit A to the Definitive Proxy Statement filed March 22, 2017).** |
| 10.6 |
Amended and Restated Employment Agreement with Richard Wasielewski dated May 15, 2017 (incorporated by reference to Exhibit 10.1 to Form 8-K filed May 19, 2017).** |
| 10.7 |
Loan and Security Agreement with Bank of America N.A. dated June 15, 2017 (incorporated by reference to Exhibit 10.1 to Form 8-K filed June 21, 2017) |
| 10.8 |
First Amendment dated December 29, 2017 to Loan and Security Agreement between the Company and Bank of America N.A. (incorporated by reference to Exhibit 10.2 to Form 8-K filed January 8, 2018) |
| 10.9 |
Lease Agreement dated February 21, 2018 by and between Manufacturing Assembly Solutions of Monterrey, Inc., a wholly owned Mexican subsidiary of the Company, and OPERADORA STIVA, S.A. DE C.V. (incorporated by reference to Exhibit 10.1 to Form 8-K filed February 27, 2018) |
| 10.10 |
Amendment to the Amended and Restated Employment Agreement with Richard Wasielewski dated December 19, 2018 (incorporated by reference to Exhibit 10.2 to Form 8-K filed December 21, 2018).** |
| 10.11 |
Second Amendment dated August 13, 2019 to Loan and Security Agreement between the Company and Bank of America N.A. (incorporated by reference to Exhibit 10.1 to Form 10-Q filed August 14, 2019). |
| 10.12 |
Employment Agreement with John Lindeen dated September 9, 2019 (incorporated by reference to Exhibit 10.2 to Form 8-K filed September 11, 2019) |
| 10.13 |
Employment Agreement with Curtis Steichen dated September 17, 2019 (incorporated by reference to Exhibit 10.1 to Form 8-K filed September 18, 2019).** |
| 10.14 |
Third Amendment dated November 12, 2019 to Loan and Security Agreement between the Company and Bank of America N.A. (incorporated by reference to Exhibit 10.2 to Form 10-Q filed November 12, 2019). |
| 10.15 |
Purchase and Sale Agreement between the Company and Essjay Investment Company, LLC dated June 24, 2020 (incorporated by reference to Exhibit 10.1 to Form 10-Q filed August 11, 2020) |
| 10.16 |
Lease Agreement between the Company and Essjay Investment Company, LLC dated August 27, 2020 relating to the Company’s Bemidji facility (incorporated by reference to Exhibit 10.1 to Form 8-K filed September 1, 2020) |
| 10.17 |
Lease Agreement between the Company and Essjay Investment Company, LLC dated August 27, 2020 relating to the Company’s Mankato facility (incorporated by reference to Exhibit 10.2 to Form 8-K filed September 1, 2020) |
| 10.18 |
Fourth Amendment dated August __,2020 to Loan and Security Agreement between the Company and Bank of America N.A. (incorporated by reference to Exhibit 10.3 to Form 8-K filed September 1, 2020). |
| 10.19 |
Employment Agreement with Christopher D. Jones dated November 2, 2020 (incorporated by reference to Exhibit 10.1 to Form 8-K filed November 6, 2020).** |
| 10.20 |
First Amendment to Employment Agreement with Jay Miller dated November 11, 2020 (incorporated by reference to Exhibit 10.1 to Form 8-K filed November 12, 2020).** |
| 10.21 |
Fifth Amendment dated December 1, 2020 to Loan and Security Agreement between the Company and Bank of America N.A. (incorporated by reference to Exhibit 10.1 to Form 10-Q filed May 14, 2021). |
| 10.22 |
Sixth Amendment dated December 31, 2021 to Loan and Security Agreement between the Company and Bank of America N.A. (incorporated by reference to Exhibit 10.2 to Form 8-K filed January 5, 2022). |
| 10.23 |
Employment Agreement with Jay D. Miller dated February 27, 2022 (incorporated by reference to Exhibit 10.1 to Form 8-K filed March 3, 2022).** |
| 10.24 |
Seventh Amendment dated March 4, 2022 to Loan and Security Agreement between the Company and Bank of America N.A. (incorporated by reference to Exhibit 10.2 to Form 8-K filed March 10, 2022). |
| 21 |
Subsidiaries of Nortech Systems Incorporated* |
| 23 |
Consent of Baker Tilly US, LLP* |
| 31.1 |
Certification of the Chief Executive Officer and President 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.* |
| 32.1 |
Certification of the Chief Executive Officer and President and Chief Financial Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
| 101 |
Financial statements from the annual report on Form 10-K for the year ended December 31, 2021, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Consolidated Statements of Cash Flows, and (iv) the Notes to Consolidated Financial Statements.* |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) |
| * |
Filed electronically herewith. |
| ** |
Management contract or compensatory plan or arrangement in which directors or executive officers are eligible to participate |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 8/31/35 | ||||
| 1/24/29 | ||||
| 6/15/26 | ||||
| 6/30/25 | ||||
| 2/28/24 | ||||
| 12/31/23 | ||||
| 10/17/23 | ||||
| 12/31/22 | ||||
| 12/15/22 | ||||
| 6/22/22 | ||||
| 6/15/22 | ||||
| 5/11/22 | 3, 4, 8-K, DEF 14A | |||
| Filed on: | 3/17/22 | 4 | ||
| 3/10/22 | 8-K | |||
| 3/9/22 | ||||
| 3/4/22 | ||||
| 3/3/22 | ||||
| 2/27/22 | 4 | |||
| 1/5/22 | 4, 8-K | |||
| For Period end: | 12/31/21 | SD | ||
| 11/3/21 | 4 | |||
| 9/30/21 | 10-Q | |||
| 6/30/21 | 10-Q | |||
| 5/14/21 | 10-Q | |||
| 3/31/21 | 10-Q | |||
| 3/1/21 | ||||
| 12/31/20 | 10-K, SD | |||
| 12/1/20 | ||||
| 11/12/20 | 10-Q, 8-K | |||
| 11/11/20 | 4, 8-K | |||
| 11/6/20 | 8-K | |||
| 11/2/20 | 3, 8-K | |||
| 10/1/20 | ||||
| 9/30/20 | 10-Q | |||
| 9/1/20 | 8-K | |||
| 8/27/20 | 8-K | |||
| 8/11/20 | 10-Q | |||
| 8/7/20 | ||||
| 6/30/20 | 10-Q | |||
| 6/24/20 | ||||
| 4/22/20 | ||||
| 4/15/20 | 8-K | |||
| 3/31/20 | 10-Q | |||
| 3/27/20 | DEF 14A | |||
| 3/12/20 | ||||
| 1/1/20 | ||||
| 12/31/19 | 10-K, SD | |||
| 11/12/19 | 10-Q | |||
| 9/18/19 | 8-K | |||
| 9/17/19 | 8-K | |||
| 9/11/19 | 3, 4, 8-K | |||
| 9/9/19 | 3, 4, 8-K | |||
| 8/14/19 | 10-Q | |||
| 8/13/19 | ||||
| 4/1/19 | 10-K, DEF 14A | |||
| 12/21/18 | 4, 8-K | |||
| 12/19/18 | 8-K | |||
| 2/27/18 | 8-K | |||
| 2/21/18 | 8-K | |||
| 1/8/18 | 3, 4, 8-K | |||
| 12/29/17 | 8-K | |||
| 6/21/17 | 8-K | |||
| 6/15/17 | 8-K | |||
| 5/19/17 | 8-K | |||
| 5/15/17 | 3, 4, 8-K | |||
| 5/3/17 | 8-K, DEF 14A | |||
| 3/22/17 | DEF 14A | |||
| 3/21/16 | 4/A, 8-K | |||
| 11/12/15 | ||||
| 5/6/15 | 10-Q, 8-K, DEF 14A | |||
| 4/9/15 | 8-K | |||
| 4/1/15 | 8-K | |||
| 3/24/15 | DEF 14A | |||
| 3/11/15 | 10-K, 3, 8-K | |||
| 11/7/14 | 8-K | |||
| 11/5/14 | 10-Q, 8-K | |||
| 12/31/10 | 10-K, ARS | |||
| 7/16/96 | S-1/A | |||
| List all Filings | ||||