UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d) ~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)~~ OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, ~~2020~~2021

☐

TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) ~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)~~ OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

NORTECH SYSTEMS INCORPORATED

Commission file number 0-13257

State of Incorporation: Minnesota

IRS Employer Identification No. 41-1681094

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

Telephone number: (952) 345-2244

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

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

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

Number of shares of $.01 par value common stock outstanding at ~~August 7, 2020~~July 31, 2021 was ~~2,657,530.~~2,660,330.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
			PAGE
	Item 1	- Financial Statements

		Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)	3

		Condensed Consolidated Balance Sheets	4

		Condensed Consolidated Statements of Cash Flows	5

		Condensed Consolidated Statements of Shareholders’ Equity	6

		Condensed Notes to Consolidated Financial Statements	~~7-18~~ 7-17

	Item 2	- Management's Discussion and Analysis of Financial Condition And Results of Operations	~~19-26~~ 18-24

	Item 3	- Quantitative and Qualitative Disclosures About Market Risk	26 25

	Item 4	- Controls and Procedures	26 25

PART II - OTHER INFORMATION

	Item 1	- Legal Proceedings	27 26

	Item 1A.	- Risk Factors	27 26

	Item 2	- Unregistered Sales of Equity Securities, Use of Proceeds	27 26

	Item 3	- Defaults on Senior Securities	27 26

	Item 4	- Mine Safety Disclosures	27 26

	Item 5	- Other Information	27 26

	Item 6	- Exhibits	28 27

SIGNATURES			29 28

PART

ITEM 1. FINANCIAL STATEMENTS

NORTECH SYSTEMS INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) ~~INCOME~~
(UNAUDITED)
~~(UNAUDITED)~~
(IN THOUSANDS, EXCEPT SHARE DATA)

	THREE MONTHS ENDED						SIX MONTHS ENDED						THREE MONTHS ENDED						SIX MONTHS ENDED
	JUNE 30,						JUNE 30,						JUNE 30,						JUNE 30,
	2020			2019			2020			2019			2021			2020			2021			2020

Net Sales	$	26,461		$	27,292		$	53,901		$	55,457		$	30,182		$	26,461		$	52,254		$	53,901

Cost of Goods Sold		24,020			24,967			48,455			50,171			26,597			23,736			47,108			47,936

Gross Profit		2,441			2,325			5,446			5,286			3,585			2,725			5,146			5,965

Operating Expenses
Selling Expenses		730			797			1,351			1,558			571			730			1,292			1,351
General and Administrative Expenses		1,662			2,737			3,655			5,041			2,418			1,946			5,214			4,174

Research and Development														207			0			207			0
Restructuring														77			0			296			0
Gain on Sale of Assets														(94	)		0			(94	)		0
Total Operating Expenses		2,392			3,534			5,006			6,599			3,179			2,676			6,914			5,525

Income (Loss) From Operations		49			(1,209	)		440			(1,313	)		406			49			(1,769	)		440

Other Expense
Interest Expense		(176	)		(279	)		(400	)		(524	)		(116	)		(176	)		(202	)		(400	)

(Loss) Income Before Income Taxes		(127	)		(1,488	)		40			(1,837	)
Income (Loss) Before Income Taxes														290			(127	)		(1,971	)		40

Income Tax (Benefit) Expense		(4	)		64			26			78
Income Tax Expense (Benefit)														111			(4	)		(596	)		26

Net (Loss) Income	$	(123	)	$	(1,552	)	$	14		$	(1,915	)
Net Income (Loss)													$	179		$	(123	)	$	(1,375	)	$	14

Net (Loss) Income Per Common Share - Basic	$	(0.05	)	$	(0.58	)	$	0.01		$	(0.72	)
Net Income (Loss) Per Common Share - Basic													$	0.07		$	(0.05	)	$	(0.52	)	$	0.01

Weighted Average Number of Common Shares Outstanding - Basic		2,657,530			2,676,449			2,657,530			2,672,758			2,658,926			2,657,530			2,659,028			2,657,530

Net (Loss) Income Per Common Share - Diluted	$	(0.05	)	$	(0.58	)	$	0.01		$	(0.72	)	$	0.06		$	(0.05	)	$	(0.52	)	$	0.01

Weighted Average Number of Common Shares Outstanding - Diluted		2,657,530			2,676,449			2,666,532			2,672,758			2,767,991			2,657,530			2,659,028			2,666,532

Other comprehensive loss
Other Comprehensive Income (Loss)
Foreign currency translation		19			(56	)		(42	)		–			58			19			24			(42	)
Comprehensive Loss, net of tax	$	(104	)	$	(1,608	)	$	(28	)	$	(1,915	)
Comprehensive Income (Loss), net of tax													$	237		$	(104	)	$	(1,351	)	$	(28	)

See Accompanying Condensed Notes to Condensed Consolidated Financial Statements

NORTECH SYSTEMS INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE DATA)

	JUNE 30,			DECEMBER 31,			JUNE 30,			DECEMBER 31,
	2020			2019⁽¹⁾			2021			2020(1)
	(Unaudited)						(Unaudited)
ASSETS
Current Assets
Cash	$	345		$	351		$	661		$	352
Restricted Cash		409			309			592			3,212
Accounts Receivable, less allowances of $391 and $335		19,219			18,558
Inventories		15,492			14,279
Accounts Receivable, less allowances of $459 and $343								16,670			15,625
Inventories, Net								18,301			13,917
Contract Assets		6,399			7,659			6,918			5,899
Income Taxes Receivable								1,257			547
Prepaid Expenses and Other Current Assets		1,785			2,128			1,773			1,485
Total Current Assets		43,649			43,284			46,172			41,037

Property and Equipment, Net		9,371			9,581			5,744			6,426
Assets Held For Sale								430			0
Operating Lease Assets		4,446			4,827			9,336			8,998
Goodwill		2,375			2,375
Other Intangible Assets, Net		1,237			1,343			1,130			1,173
Total Assets	$	61,078		$	61,410		$	62,812		$	57,634

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Current Maturities of Line of Credit							$	7,667		$	0
Current Maturities of Long-Term Debt	$	444		$	444			3,049			1,204
Current Portion of Finance Lease Obligation		643			557			641			660
Current Portion of Operating Lease Obligations		791			858			1,013			688
Accounts Payable		13,523			14,014			12,815			11,239
Accrued Payroll and Commissions		3,294			3,493			3,556			2,870
Other Accrued Liabilities		3,188			2,866			2,691			2,875
Total Current Liabilities		21,883			22,232			31,432			19,536

Long-Term Liabilities
Long Term Line of Credit		4,392			10,088
Long-Term Line of Credit								0			3,328
Long-Term Debt, Net		9,046			3,179			3,798			5,865
Long Term Finance Lease Obligation, Net		1,486			1,451			845			1,152
Long-Term Operating Lease Obligation, Net		4,132			4,366			8,995			8,889
Other Long-Term Liabilities		116			118			329			146
Total Long-Term Liabilities		19,172			19,202			13,967			19,380

Total Liabilities		41,055			41,434			45,399			38,916

Commitments and Contingencies

Shareholders' Equity
Preferred Stock, $1 par value; 1,000,000 Shares Authorized: 250,000 Shares Issued and Outstanding		250			250			250			250
Common Stock - $0.01 par value; 9,000,000 Shares Authorized: 2,657,530 and 2,657,530 Shares Issued and Outstanding, respectively		27			27
Common Stock - $0.01 par value; 9,000,000 Shares Authorized: 2,660,330 and 2,659,628 Shares Issued and Outstanding, respectively								27			27
Additional Paid-In Capital		15,823			15,748			15,862			15,816
Accumulated Other Comprehensive Loss		(299	)		(257	)		(13	)		(37	)
Retained Earnings		4,222			4,208			1,287			2,662
Total Shareholders' Equity		20,023			19,976			17,413			18,718
Total Liabilities and Shareholders' Equity	$	61,078		$	61,410		$	62,812		$	57,634

See Accompanying Condensed Notes to Condensed Consolidated Financial Statements

The balance sheet at December 31, ~~2019~~2020 has been derived from the audited financial statements at that date

	SIX MONTHS ENDED						SIX MONTHS ENDED
	JUNE 30,						JUNE 30,
	2020			2019			2021			2020
Cash Flows From Operating Activities
Net Income (Loss)	$	14		$	(1,915	)
Adjustments to Reconcile Net Income (Loss) to Net Cash
Provided by (Used In) Operating Activities
Net (Loss) Income							$	(1,375	)	$	14
Adjustments to Reconcile Net (Loss) Income to Net Cash
(Used In) Provided by Operating Activities
Depreciation and Amortization		1,131			1,096			967			1,131
Compensation on Stock-Based Awards		75			191			160			75
Change in Accounts Receivable Allowance		56			40			116			56
Change in Inventory Reserves		(92	)		54			(655	)		(92	)
Gain on Sale of Assets								(94	)		0
Changes in Current Operating Items
Accounts Receivable		(699	)		(646	)		(1,153	)		(699	)
Inventories		(1,105	)		670			(3,719	)		(1,105	)
Contract Assets		1,260			(798	)		(1,019	)		1,260
Prepaid Expenses and Other Current Assets		357			(395	)		(286	)		357
Income Taxes		(117	)		-			(757	)		(117	)
Accounts Payable		(728	)		(1,087	)		1,576			(728	)
Accrued Payroll and Commissions		(610	)		596			686			(610	)
Other Accrued Liabilities		930			(49	)		120			930
Net Cash Provided by (Used in) Operating Activities		472			(2,243	)
Net Cash (Used in) Provided by Operating Activities								(5,433	)		472
Cash Flows from Investing Activities
Proceeds from Sale of Property and Equipment								94			0
Purchase of Intangible Asset		(6	)		(25	)		(77	)		(6	)
Purchases of Property and Equipment		(241	)		(545	)		(659	)		(241	)
Net Cash Used in Investing Activities		(247	)		(570	)		(642	)		(247	)
Cash Flows from Financing Activities
Net Change in Line of Credit		(5,696	)		3,469			4,339			(5,696	)
Proceeds from Long-term Debt		6,077			-			0			6,077
Principal Payments on Long-Term Debt		(238	)		(584	)		(249	)		(238	)
Principal Payments on Finance Leases		(274	)		(96	)		(326	)		(274	)
Stock Option Exercises		-			7
Share Repurchases		-			(126	)
Net Cash (Used in) Provided By Financing Activities		(131	)		2,670
Net Cash Provided By (Used in) Financing Activities								3,764			(131	)

Net Change in Cash		94			(143	)		(2,311	)		94
Cash - Beginning of Period		660			948			3,564			660

Cash - Ending of Period	$	754		$	805		$	1,253		$	754

Reconciliation of cash and restricted cash reported within the condensed consolidated balance sheets
Cash	$	345		$	399		$	661		$	345
Restricted Cash		409			406			592			409
Total cash and restricted cash reported in the condensed consolidated statements of cash flows	$	754		$	805		$	1,253		$	754

Supplemental Disclosure of Cash Flow Information:
Cash Paid During the Period for Interest	$	394		$	477		$	81		$	394
Cash Paid and (Refunded) During the Period for Income Taxes		72			(47	)
Cash Paid During the Period for Income Taxes								156			72

Supplemental Noncash Investing and Financing Activities:
Property and Equipment Purchases in Accounts Payable		237			180			0			237
Property Acquired under Operating Lease								858			0
Equipment Acquired under Finance Lease		395			-			0			395

See Accompanying Condensed Notes to Condensed Consolidated Financial Statements

NORTECH SYSTEMS INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
~~CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY~~(UNAUDITED)
~~(UNAUDITED)~~
(IN THOUSANDS)

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

BALANCE MARCH 31, 2019	$	250	$	27	$	15,757		$	(177	)	$	5,073		$	20,930
Net Loss		-		-		-			-			(1,552	)		(1,552	)
Foreign currency translation adjustment		-		-		-			(56	)		-			(56	)
Compensation on stock-based awards		-		-		38			-			-			38
Share repurchases		-		-		(113	)		-			-			(113	)

BALANCE JUNE 30, 2019	$	250	$	27	$	15,682		$	(233	)	$	3,521		$	19,247

BALANCE DECEMBER 31, 2018	$	250	$	27	$	15,610		$	(233	)	$	5,436		$	21,090
Net Loss		-		-		-			-			(1,915	)		(1,915	)
Foreign currency translation adjustment		-		-		-			-			-			-
Stock option exercises		-		-		7			-			-			7
Compensation on stock-based awards		-		-		191			-			-			191
Share repurchases		-		-		(126	)		-			-			(126	)

BALANCE JUNE 30, 2019	$	250	$	27	$	15,682		$	(233	)	$	3,521		$	19,247
																	Preferred		Common		Paid-In Capital		Comprehensive Income (Loss)			Retained Earnings			Shareholders' Equity

BALANCE MARCH 31, 2020	$	250	$	27	$	15,787		$	(318	)	$	4,345		$	20,091		$	250	$	27	$	15,787	$	(318	)	$	4,345		$	20,091
Net Loss		-		-		-			-			(123	)		(123	)		0		0		0		0			(123	)		(123	)
Foreign currency translation adjustment		-		-		-			19			-			19			0		0		0		19			0			19
Compensation on stock-based awards		-		-		36			-			-			36			0		0		36		0			0			36

BALANCE JUNE 30, 2020	$	250	$	27	$	15,823		$	(299	)	$	4,222		$	20,023		$	250	$	27	$	15,823	$	(299	)	$	4,222		$	20,023

BALANCE DECEMBER 31, 2019	$	250	$	27	$	15,748		$	(257	)	$	4,208		$	19,976		$	250	$	27	$	15,748	$	(257	)	$	4,208		$	19,976
Net Income		-		-		-			-			14			14			0		0		0		0			14			14
Foreign currency translation adjustment		-		-		-			(42	)		-			(42	)		0		0		0		(42	)		0			(42	)
Compensation on stock-based awards		-		-		75			-			-			75			0		0		75		0			0			75

BALANCE JUNE 30, 2020	$	250	$	27	$	15,823		$	(299	)	$	4,222		$	20,023		$	250	$	27	$	15,823	$	(299	)	$	4,222		$	20,023


BALANCE MARCH 31, 2021																	$	250	$	27	$	15,837	$	(71	)	$	1,108		$	17,151
Net Income																		0		0		0		0			179			179
Foreign currency translation adjustment																		0		0		0		58			0			58
Compensation on stock-based awards																		0		0		25		0			0			25

BALANCE JUNE 30, 2021																	$	250	$	27	$	15,862	$	(13	)	$	1,287		$	17,413

BALANCE DECEMBER 31, 2020																	$	250	$	27	$	15,816	$	(37	)	$	2,662		$	18,718
Net Loss																		0		0		0		0			(1,375	)		(1,375	)
Foreign currency translation adjustment																		0		0		0		24			0			24
Compensation on stock-based awards																		0		0		46		0			0			46

BALANCE JUNE 30, 2021																	$	250	$	27	$	15,862	$	(13	)	$	1,287		$	17,413

See Accompanying Condensed Notes to Condensed Consolidated Financial Statements

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

(UNAUDITED)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements for the interim periods have been prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the financial information and footnotes required by GAAP for complete financial statements, although we believe the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form ~~10-K~~10-K for the year ended December 31, ~~2019.~~ 2020. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year or for any other interim period. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In preparing these condensed consolidated financial statements, we have made our best estimates and judgments of certain amounts included in the condensed consolidated financial statements, giving due consideration to materiality. Changes in the estimates and assumptions used by us could have a significant impact on our financial results, since actual results could differ from those estimates.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of Nortech Systems Incorporated and its ~~wholly owned~~wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.

Revenue Recognition

Our revenue is comprised of product, engineering services and repair services. All revenue is recognized when the Company satisfies its performance obligation(s) under the contract by transferring the promised product or service to our customer either when (or as) our customer obtains control of the product or service, with the majority of our revenue being recognized over time including goods produced under contract manufacturing agreements and services revenue. A performance obligation is a promise in a contract to transfer a distinct product or service to a customer. A contract’s transaction price is allocated to each distinct performance obligation. The majority of our contracts have a single performance obligation. Revenue is recorded net of returns, allowances and customer discounts. Our net sales for services were less than 10% of our total sales for all periods presented, and accordingly, are included in net sales in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Sales, value add, and other taxes collected from customers and remitted to governmental authorities are accounted for on a net (excluded from revenues) basis. Shipping and handling costs charged to our customers are included in net sales, while the corresponding shipping expenses are included in cost of goods sold.

Stock-Based Awards

Following is the status of all stock options as of June 30, ~~2020:~~2021:

	Shares			Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)		Shares			Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding - January 1, 2020		372,200		$	3.85
Outstanding - January 1, 2021											362,640		$	3.96
Granted		11,300			2.95						3,000			5.76
Exercised		-									(1,000	)		3.70
Cancelled		(4,000	)		3.29						(9,140	)		3.41
Outstanding - June 30, 2020		379,500		$	3.83		8.13	$	218
Exercisable - June 30, 2020		182,240		$	3.72		7.70	$	119
Outstanding - June 30, 2021											355,500		$	3.99		7.30	$	1,422
Exercisable - June 30, 2021											194,100		$	3.71		6.77	$	827

In May 2017, the shareholders approved the 2017 Stock Incentive Plan which authorized the issuance of 400,000 ~~shares, an~~shares. There were additional ~~50,000~~ shares ~~were~~ authorized in March ~~2020.~~2020 totaling 50,000 and in May 2021 totaling 75,000. There were ~~11,300~~3,000 stock options granted during the six months ended June 30, ~~2020.~~2021.

Total compensation expense related to stock options for the three months ended June 30, ~~2020~~ 2021 and ~~2019~~2020 was ~~$36~~$25 and ~~$38,~~$36, respectively and ~~$75~~$46 and ~~$191~~$75 for the six months ended June 30, ~~2020~~ 2021 and ~~2019,~~2020, respectively. As of June 30, ~~2020,~~ 2021, there was ~~$292~~$283 of unrecognized compensation which will vest over the next ~~2.69~~2.99 years.

In November 2010, the Board of Directors adopted the Nortech Systems Incorporated Equity Appreciation Rights Plan (“(“2010 Plan”). The total number of Equity Appreciation Right Units (“Units”) that can be issued under the 2010 Plan shall not exceed an aggregate of 1,000,000 Units as amended and restated on March 11, 2015. During the six months ended June 30, ~~2019,~~2021 and 2020, there were ~~137,500~~no units granted. ~~There were no units granted during~~We recognized $100 and $114 of compensation expense in the three and six months ended June 30, 2021, respectively. We had 0 amounts expensed in the comparable periods in 2020.

Net Income (Loss) per Common Share

For the three months ended June 30, ~~2020,~~ 2021, stock options of 109,065 were included in the computation of diluted income per common share amount as their impact were dilutive. For the six months ended June 30, 2021, all stock options are deemed to be antidilutive and therefore, were not included in the computation of incomer per common share amount. For the ~~six~~three months ended June 30, ~~,2020,~~ 2020, all stock options are deemed to be antidilutive and therefore, were not included in the computation of income per common share amount. For the six months ended June 30, 2020, stock options of 9,002 were included in the computation of diluted income per common share amount as their impact ~~were~~was dilutive. ~~For both the three months and six months ended June 30, 2019, all stock options are deemed to be antidilutive and, therefore, were not included in the computation of loss per common share amount.~~

Restricted Cash

Cash and cash equivalents classified as restricted cash on our condensed consolidated balance sheets are restricted as to withdrawal or use under the terms of certain contractual agreements. The June 30, ~~2020~~ 2021 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. ~~As of June 30, 2020, we had no outstanding letters of credit.~~

Accounts Receivable and Allowance for Doubtful Accounts

Credit is extended based upon an evaluation of the customer’s financial condition and, while collateral is not required, the Company periodically receives surety bonds that guarantee payment. Credit terms are consistent with industry standards and practices. The amounts of trade accounts receivable have been reduced by an allowance for doubtful accounts of ~~$391~~$459 at June 30, ~~2020~~ 2021 and ~~$335~~$343 at December 31, ~~2019.~~2020.

Inventories, Net

Inventories are stated at the lower of cost ~~(first-in, first-out~~(first-in, first-out method) or net realizable value. Costs include material, labor, and overhead required in the warehousing and production of our products. Inventory reserves are maintained for the estimated value of the inventories that may have a lower value than stated or quantities in excess of future production needs.

Inventories are as ~~follows (in thousands):~~follows:

	June 30,			December 31,			June 30,			December 31,
	2020			2019			2021			2020
Raw Materials	$	15,846		$	15,245		$	17,993		$	14,865
Work in Process		628			479			1,369			969
Finished Goods		412			41			442			242
Reserves		(1,394	)		(1,486	)		(1,504	)		(2,159	)

Total	$	15,492		$	14,279		$	18,301		$	13,917

Other Intangible Assets

Other intangible assets at June 30, 2021 and December 31, 2020 are as follows:

June 30, 2021

Gross

Carrying

Accumulated

Net Book

Years

Amount

Amortization

Value

Customer Relationships
9 $ 1,302 $ 868 $ 434
Intellectual Property
3 100 100 0
Trade Names
20 814 244 570
Patents
7 126 0 126
Totals
$ 2,342 $ 1,212 $ 1,130

December 31, 2020

Gross

Carrying

Accumulated

Net Book

Years

Amount

Amortization

Value

Customer Relationships
9 $ 1,302 $ 795 $ 507
Intellectual Property
3 100 100 0
Trade Names
20 814 225 589
Patents
7 77 0 77
Totals
$ 2,293 $ 1,120 $ 1,173

9

~~Other Intangible Assets~~
~~Other intangible assets at June 30, 2020 and December 31, 2019 are as follows (in thousands):~~

June 30, 2020

Gross

Carrying

Accumulated

Net Book

Years

Amount

Amortization

Value

Customer Relationships
9 $ 1,302 $ 723 $ 579
Trade Names
3 100 100 -
Intellectual Property
20 814 203 611
Patents
7 47 - 47
Totals
$ 2,263 $ 1,026 $ 1,237

December 31, 2019

Gross

Carrying

Accumulated

Net Book

Years

Amount

Amortization

Value

Customer Relationships
9 $ 1,302 $ 651 $ 651
Intellectual Property
3 100 95 5
Trade Names
20 814 183 631
Patents
7 56 - 56
Totals
$ 2,272 $ 929 $ 1,343
Amortization expense for the three and six months ended June 30, ~~2020~~ 2021 was ~~$47~~$46 and ~~$98,~~$92, respectively.
Estimated future annual amortization expense ~~(not~~(not including projects in process) related to these assets is approximately as follows (in thousands):

Year

Amount

Amount

Remainder of 2020
$ 93
2021
186
Remainder of 2021
$ 93
2022
185 186
2023
185 185
2024
113 113
2025
41
Thereafter
428 386
Total
$ 1,190 $ 1,004

~~Impairment of Goodwill and Other Intangible Assets~~
~~In accordance with ASC 350,~~ ~~Goodwill and Other Intangible Assets~~, goodwill is not amortized but is required to be reviewed for impairment at least annually or when events or circumstances indicate that carrying value may exceed fair value. We test impairment annually as of October 1^st. No events were identified during the six months ended June 30, 2020 that would require us to test for impairment. In testing goodwill for impairment, we perform a quantitative impairment test, including computing the fair value of the reporting unit and comparing that value to its carrying value. If the fair value is less than it carrying value, then the goodwill is determined to be impaired. In the event that goodwill is impaired, an impairment charge to earnings would become necessary.
10
~~Impairment Analysis~~Reclassification
We evaluate long-lived assets, primarily property and equipment and intangible assets, 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. 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. No impairment expense was recorded during the three and six months ended June 30, 2020 and 2019.

Certain reclassifications have been made to the prior year’s financial statements to enhance comparability with the current year’s financial statements. As a result, certain line items have been amended in the statement of operations. Comparative figures have been adjusted to conform to the current year’s presentation.
The items were reclassified as follows:

Three Months Ended June 30, 2020

Six Months Ended June 30, 2020

Previously

After

Previously

After

Reported

Reclassification

Reported

Reclassification

Cost of Goods Sold
$ 24,020 $ 23,736 $ 48,455 $ 47,936
General and Administrative Expenses
1,662 1,946 3,655 4,174
Accounting Pronouncements Issued But Not Yet Adopted
In June 2016, the FASB issued ASU No. ~~2016-13,~~2016-13, “Financial Instruments - Credit Losses (ASC ~~326)~~326): Measurement of Credit Losses on Financial Instruments,” which amends the guidance on the impairment of financial instruments. The amendments in this update removes the thresholds that entities apply to measure credit losses on financial instruments measured at amortized cost, such as loans, trade receivables, reinsurance recoverables, off-balance-sheet credit exposures, and held-to-maturity securities. Under current U.S. GAAP, entities generally recognize credit losses when it is probable that the loss has been incurred. The guidance removes all current recognition thresholds and introduces the new current expected credit loss (“CECL”) model which will require entities to recognize an allowance for credit losses for the difference between the amortized cost basis of a financial instrument and the amount of amortized cost that an entity expects to collect over the instrument’s contractual life. The new CECL model is based upon expected losses rather than incurred losses. The amendments in this update are effective for periods beginning after December 15, 2022; early adoption is permitted. We are currently evaluating the impact of this guidance on our financial condition and results of operations.
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. We do not currently have any contracts that have been changed to a new reference rate, but we will continue to evaluate our contracts and the effects of this standard on our condensed consolidated financial statements prior to adoption.
10

NOTE 2. CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and accounts receivable. With regard to cash, we maintain our excess cash balances in checking accounts at primarily ~~two~~2 financial institutions, ~~one~~1 in the United States and ~~one~~1 in China. The account in the United States may at times exceed federally insured limits. Of the ~~$754~~$1,253 in cash at June 30, ~~2020,~~ 2021, approximately ~~$318~~$274 was held at banks located in China. We grant credit to customers in the normal course of business and do not require collateral on our accounts receivable.

Our largest customer has ~~two~~2 divisions that together accounted for 10% or more of our net sales during the three and six months ended June 30, ~~2020~~ 2021 and ~~2019.~~2020. One division accounted for approximately 20% and 22% of net sales for the three and six months ended June 30, 2020, respectively, and approximately 21% and 22% for both the three and six months ended June 30, 2019, respectively. The other division accounted for approximately 3% and 2% of net sales for the three months and six ended June 30, 2020, respectively, and approximately 2% net sales for both the three and six months ended June 30, 2019, respectively. Together they accounted for approximately 23% and 24% of net sales for the three and six months ended June 30, 2021, respectively, and approximately 20% and 22% for the three and six months ended June 30, 2020, respectively. The other division accounted for approximately 2% and 3% of net sales for the three months and six ended June 30, 2021, respectively, and approximately 3% and 2% of net sales for the three months and six ended June 30, 2020, respectively. Together they accounted for approximately 25% and 27% of net sales for the three and six months ended June 30, 2021, respectively, and approximately 23% and 24% of net sales for the three and six months ended June 30, ~~2019,~~ 2020, respectively. Accounts receivable from the customer at June 30, ~~2020~~ 2021 and December 31, ~~2019~~ 2020 represented approximately ~~40%~~19% and ~~36%~~20% of our total accounts receivable, respectively.

11
Export sales represented approximately 9%2% and ~~17%~~3% of net sales for the three months ended June 30, ~~2020~~ 2021 and ~~2019,~~2020, respectively. Export sales represented ~~11% and 18%~~3% of net sales for the six months ended June 30, ~~2020~~ 2021 and ~~2019, respectively.~~2020.

NOTE 3. REVENUE

Revenue recognition

Revenue is measured as the amount of consideration we expect to receive in exchange for transferring products or providing services. As such, revenue is recorded net of returns, allowances and customer discounts. Sales, value add, and other taxes collected from customers and remitted to governmental authorities are accounted for on a net (excluded from revenues) basis. Shipping and handling costs are included in cost of goods sold.

The majority of our revenue is derived from the transfer of goods produced under contract manufacturing agreements which have no alternative use and we have an enforceable right to payment for our performance completed to date. Our performance obligations within our contract manufacturing agreements are generally satisfied over time as the goods are produced based on customer specifications and we have an enforceable right to payment for the goods produced. 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 82.2% and 79.3% of our revenue for the three and six months ended June 30, 2021, respectively and for approximately 84.6% and 86.1% of our revenue for ~~both~~ the three and six months ended June 30, 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 Condensed Consolidated Balance Sheet, consist of unbilled amounts related to revenue recognized over time. Significant changes in the contract assets balance during the six months ended June 30, ~~2020~~ 2021 was as follows (in thousands):

Six Months Ended June 30, 2020
Outstanding at January 1, 2020	$	7,659
Six Months Ended June 30, 2021
Outstanding at January 1, 2021				$	5,899
Increase (decrease) attributed to:
Transferred to receivables from contract assets recognized		(6,277	)		(4,899	)
Product transferred over time		5,017			5,918
Outstanding at June 30, 2020	$	6,399
Outstanding at June 30, 2021				$	6,918

We expect substantially all the remaining performance obligations for the contract assets recorded as of June 30, ~~2020,~~ 2021, to be transferred to receivables within 90 days, with any remaining amounts to be transferred within 180 days. We bill our customers upon shipment with payment terms of up to 120 days.

The following tables summarize our net sales by market for the three and six months ended June 30 ~~(in~~(in thousands):

	Three Months Ended June 30, 2020								Three Months Ended June 30, 2021
	Product/ Service Transferred Over Time		Product Transferred at Point in Time		Noncash Consideration		Total Net Sales by Market		Product/ Service Transferred Over Time		Product Transferred at Point in Time		Noncash Consideration		Total Net Sales by Market
Medical	$	11,464	$	1,540	$	367	$	13,371	$	12,776	$	3,050	$	244	$	16,070
Aerospace and Defense		4,522		246		138		4,906		3,738		122		76		3,936
Industrial		6,395		1,593		196		8,184		8,287		1,738		151		10,176
Total net sales	$	22,381	$	3,379	$	701	$	26,461	$	24,801	$	4,910	$	471	$	30,182

Three Months Ended June 30, 2020

Product/
Service
Transferred
Over Time

Product
Transferred at
Point in Time

Noncash
Consideration

Total Net
Sales
by Market

Medical
$ 11,464 $ 1,540 $ 367 $ 13,371
Aerospace and Defense
4,522 246 138 4,906
Industrial
6,395 1,593 196 8,184
Total net sales
$ 22,381 $ 3,379 $ 701 $ 26,461

Three Months Ended June 30, 2019

Product/ Service
Transferred
Over Time

Product
Transferred at
Point in Time

Noncash
Consideration

Total Net Sales
by Market

Medical
$ 13,145 $ 218 $ 661 $ 14,024
Aerospace and Defense
4,155 222 205 4,582
Industrial
7,428 878 380 8,686
Total net sales
$ 24,728 $ 1,318 $ 1,246 $ 27,292
12

Six Months Ended June 30, 2021

Product/ Service
Transferred
Over Time

Product
Transferred at
Point in Time

Noncash
Consideration

Total Net Sales
by Market

Medical
$ 21,735 $ 5,942 $ 734 $ 28,411
Aerospace and Defense
6,802 384 262 7,448
Industrial
12,917 3,075 403 16,395
Total net sales
$ 41,454 $ 9,401 $ 1,399 $ 52,254

Six Months Ended June 30, 2020

Product/ Service
Transferred
Over Time

Product
Transferred at
Point in Time

Noncash
Consideration

Total Net Sales
by Market

Medical
$ 25,084 $ 2,601 $ 1,048 $ 28,733
Aerospace and Defense
8,944 379 367 9,690
Industrial
12,390 2,563 525 15,478
Total net sales
$ 46,418 $ 5,543 $ 1,940 $ 53,901

13

Six Months Ended June 30, 2020

Product/ Service
Transferred
Over Time

Product
Transferred at
Point in Time

Noncash
Consideration

Total Net Sales
by Market

Medical
$ 25,084 $ 2,601 $ 1,048 $ 28,733
Aerospace and Defense
8,944 379 367 9,690
Industrial
12,390 2,563 525 15,478
Total net sales
$ 46,418 $ 5,543 $ 1,940 $ 53,901

Six Months Ended June 30, 2019

Product/ Service
Transferred
Over Time

Product
Transferred at
Point in Time

Noncash
Consideration

Total Net Sales
by Market

Medical
$ 27,640 $ 253 $ 1,070 $ 28,963
Aerospace and Defense
8,258 242 327 8,827
Industrial
15,568 1,475 624 17,667
Total net sales
$ 51,466 $ 1,970 $ 2,021 $ 55,457

NOTE 4. FINANCING ARRANGEMENTS

We have a credit agreement with Bank of America which was entered into on June 15, 2017, ~~and~~which was amended ~~effective~~ five separate occasions on December 29, 2017, August 13, 2019, November 12, 2019, August 27, 2020, and December 1, 2020 and provides for a line of credit arrangement of $16,000 that expires on June 15,2022. The credit arrangement also has a $5,000 real estate term note outstanding with a maturity date of June 15, 2022.The line of credit is classified as current on the balance sheet as of June 30, 2021, however we expect to extend the agreement past June 15, 2022.

Under the Bank of America credit agreement, both the line of credit and real estate term notes are subject to variations in the LIBOR rate. Our line of credit bears interest at a weighted-average interest rate of ~~3.2%~~3.4% and ~~5.8%~~4.0% as of June 30, 2021 and December 31, 2020, ~~and 2019,~~ respectively. We had borrowings on our line of credit of ~~$4,392~~$7,667 and ~~$10,088~~$3,328 outstanding as of June 30, ~~2020~~ 2021 and December 31, ~~2019,~~ 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 and real estate term notes with Bank of America contain certain covenants which, among other things, require us to adhere to regular reporting requirements, abide by annual shareholder dividend limitations, maintain certain financial performance, and limit the amount of annual capital expenditures. The availability under our line is subject to borrowing base requirements, and advances are at the discretion of the lender. The line of credit is secured by substantially all of our assets.

The Bank of America Credit Agreement provides for, among other things, a Fixed Charge Coverage Ratio of not less than ~~(i)~~ 1.0 to 1.0, for the ~~three~~twelve months ~~ending~~ ended December 31, ~~2019, six months ending March 31,~~ 2020 ~~nine months ending June 30, 2020 and twelve months ending September 30, 2020~~ and each Fiscal Quarter end ~~thereafter.~~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 due to amendment to our agreement dated in December of 2020. The Company met the covenants for the period ended June 30, ~~2020.~~2021.

The availability under the line is subject to borrowing base requirements, and advances are at the discretion of the lender. At June 30, ~~2020,~~ 2021, we had unused availability under our line of credit of ~~$8,311,~~$4,523, supported by our borrowing base. The line is secured by substantially all of our assets.

On April 15, 2020, we entered into athe Promissory Note, ~~with Bank of America, N.A. (the “Promissory Note”),~~ which provides for an unsecured loan of $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;~~which funds were received on April 22, 2020. The Promissory Note has a term of 2 years with a 1% per annum interest rate. Payments are deferred for 10 months after the end of the Promissory Note covered period (which is defined as 24 weeks after the date of the loan) and we can apply for forgiveness of the Promissory Note after 60 days. Forgiveness of the Promissory Note will be determined in accordance with the provisions of the Cares Act and applicable regulations. Any principal and interest amounts outstanding after the determination of amounts forgiven will be repaid on a monthly basis.

Long-term debt at June 30, ~~2020~~ 2021 and December 30, ~~2019~~ 2020 consisted of following:

June 30,

December 31,

2020

2019

Real estate term notes bearing interest at one-month LIBOR + 2.25% (3.0% and 4.1% as of June 30, 2020 and December 31, 2019, respectively) maturing June 15, 2022 with monthly payments of approximately $41 plus interest secured by substantially all assets.
$ 3,518 $ 3,755

Promissory Note
6,077 -

9,595 3,755

Debt issuance Costs
(105 ) (132 )

Total long-term debt
9,490 3,623
Current maturities of long-term debt
(444 ) (444 )
Long-term debt - net of current maturities
$ 9,046 $ 3,179

June 30,

December 31,

2021

2020

Real estate term notes bearing interest at one-month LIBOR + 2.00% (2.1% and 4.3% as of June 30, 2021 and December 31, 2020, respectively) maturing June 15, 2022 with monthly payments of approximately $41 plus interest secured by substantially all assets.
$ 821 $ 1,071

Promissory Note
$ 6,077 $ 6,077

6,898 7,148

Debt issuance Costs
(51
)
(79
)

Total long-term debt
6,847 7,069
Current maturities of long-term debt
(3,049
)
(1,204
)
Long-term debt - net of current maturities
$ 3,798 $ 5,865

14
NOTE 5. LEASES

We have operating leases for certain manufacturing sites, office space, and equipment. Most leases include the option to renew, with renewal terms that can extend the lease term from one to five years or more. Right-of-use lease assets and lease liabilities are recognized at the commencement date based on the present value of the remaining lease payments over the lease term which includes renewal periods we are reasonably certain to exercise. Our leases do not contain any material residual value guarantees or material restrictive covenants. At June 30, ~~2020,~~ 2021, we do not have material lease commitments that have not commenced.
The components of lease expense were as follows:

Three Months Ended June 30,

Three Months Ended June 30,

Lease Cost

2021

2020

Operating lease cost
$ 589 $ 352
Finance lease interest cost
21 28
Finance lease amortization expense
163 159
Total lease cost
$ 773 $ 539

Six Months Ended June 30,

Six Months ended June 30,

Lease Cost

2021

2020

Operating lease cost
$ 1,120 $ 708
Finance lease interest cost
43 50
Finance lease amortization expense
326 311
Total lease cost
$ 1,489 $ 1,069

Supplemental balance sheet information related to leases was as follows:

Balance Sheet Location

June 30, 2020

Balance Sheet Location

June 30, 2021

December 31, 2020

Assets

Operating lease assets
Operating lease assets
$ 4,446
Operating lease assets
$ 9,336 $ 8,998
Finance lease assets
Property, Plant and Equipment
2,842
Property, Plant and Equipment
2,004 2,330
Total leased assets
Total leased assets
$ 7,288
Total leased assets
$ 11,337 $ 11,328

Liabilities

Current

Current operating lease liabilities
Current Portion of Operating Lease Obligations
791
Current Portion of Operating Lease Obligations
$ 1,013 $ 688
Current finance lease liabilities
Current Portion of Finance Lease Obligations
643
Current Portion of Finance Lease Obligations
641 660
Noncurrent

Long-term operating lease liabilities
Long Term Operating Lease Liabilities, Net
4,132
Long Term Operating Lease Liabilities, Net
8,995 8,889
Long term finance lease liabilities
Long Term Finance Lease Obligations, Net
1,486
Long Term Finance Lease Obligations, Net
845 1,152
Total lease liabilities
Total lease liabilities
$ 7,052
Total lease liabilities
$ 11,494 $ 11,389

16
15

Supplemental cash flow information related to leases was as follows:

Three Months Ended June 30,

June 30,

June 30,

2020

2021

2020

Operating leases

Cash paid for amounts included in the measurement of lease liabilities
$ 215 $ 821 $ 215
Right-of-use assets obtained in exchange for lease obligations
$ — $ 858 $ 0

Maturities of lease liabilities were as follows:

Operating
Leases

Finance Leases

Total

Operating
Leases

Finance Leases

Total

Remaining 2020
$ 435 $ 391 $ 826
2021
722 738 1,460
Remaining 2021
$ 864 $ 369 $ 1,233
2022
726 575 1,301 1,735 587 2,322
2023
738 333 1,071 1,738 333 2,071
2024
798 277 1,075 1,408 280 1,688
2025
1,205 29 1,234
Thereafter
2,582 20 2,602 8,283 0 8,283
Total lease payments
$ 6,001 $ 2,334 $ 8,335 $ 15,233 $ 1,598 $ 16,831
Less: Interest
(1,078
)
(205 ) (1,283
)
(5,225
)
(112
)
(5,337
)
Present value of lease liabilities
$ 4,923 $ 2,129 $ 7,052 $ 10,008 $ 1,486 $ 11,494

The lease term and discount rate at June 30, ~~2020~~ 2021 were as follows:

Weighted-average remaining lease term (years)

Operating leases
~~7.5~~9.7
Finance leases
~~3.2~~2.8
Weighted-average discount rate

Operating leases
~~4.8~~7.8
%
Finance leases
~~4.9~~5.1
%
%
17

16
NOTE 6. INCOME TAXES

On a quarterly basis, we estimate what our effective tax rate will be for the full ~~calendar~~ year and record a quarterly income tax provision based on the anticipated rate. As the year progresses, we refine our estimate based on the facts and circumstances, including discrete events, by each tax jurisdiction. ~~Our~~
The effective tax rate for the three ~~and six~~ months ended June 30, ~~2020~~ 2021, was ~~(3.2%) and 65.0%~~38.2%, ~~respectively, and~~compared to a benefit of 3.2% for thethree months ended June 30, 2020. The effective tax rate for the ~~three and~~ six months ended June 30, ~~2019~~ 2021 was ~~(4%).~~30.2%, compared to 65.0% for the six months ended June 30, 2020. The primary drivers of the change in the Company’s effective tax rate is attributable to the PPP loan forgiveness being non-taxable and a release in valuation allowance on the state NOLs and R&D Credits. There is also a discrete item related to an IRS exam. It is more likely than not an amount payable will be due at an estimated $44. A reserve has been set up for the anticipated adjustment. We recorded an income tax benefit of $596 and expense of $26 for the six months ended June 30, 2021 and 2020, respectively. For the three and six months ended June 30, 2021, we did not record a benefit related to the ERC. We plan to apply for the credit, however we are still completing the computation. This is not tax deductible and is thus included in our calculation of the 2021 tax rate.

NOTE 7. ~~RELATED PARTY TRANSACTIONS~~ RESTRUCTURING CHARGES

During ~~three and~~ the firstsix months ~~ended June 30, 2020,~~of 2021, we ~~did business with Printed Circuits, Inc. which is 90% owned by~~recorded restructuring charges of $296 related to the ~~Kunin family, of which, owns a majority~~consolidation of our ~~stock. We had expenses incurred totaling $14~~production facilities and ~~$0 during the three months ended June 30, 2020 and 2019, and $28 and $51 for the six months ended June 30, 2020 and 2019, respectively to Printed Circuits, Inc.~~
~~NOTE 8. SUBSEQUENT EVENTS~~
~~Sale~~ ~~and~~ ~~Leaseback~~ ~~Agreement~~
We have entered into sale and leaseback agreements with Essjay Investment Company, LLC (“Essjay”) relating to the Company’s manufacturing facilities in Bemidji and Mankato, Minnesota. Nortech and Essjay are expected to close during the Company’s fiscal third quarter, subject to final documentation and other customary closing conditions.
The Company expects net proceeds from the sale, excluding expenses and expected taxes, of approximately $5,000. The Company intends to use net proceeds to pay down debt, provide additional liquidity for initiatives and strengthen the Company’s financial position. At closing, the Company will enter into a lease agreement for the Bemidji and Mankato, Minnesota facilities for an initial 15-year term, with multiple renewal options.
~~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,~~facility. With the Merrifield closure, we are shifting wire and cable assembly, system-level assembly and printed circuit board (PCB) manufacturing to Nortech’s other Minnesota locations. NaN amounts were accrued for the period ended June 30, 2021. We reduced our workforce by approximately 42 employees as a result of this facility closure. As of June 30, 2021, this closure qualified for held for sale accounting. We had a gain on sale of assets of $94 in the three months ended June 30, 2021 related to the sale of machinery and equipment.
NOTE 8. RELATED PARTY TRANSACTIONS
During six months ended June 30, 2021, we did business with Printed Circuits, Inc. which was 90% owned by the Kunin family until late 2020.The ~~Merrifield production facility consolidation~~Kunin family owns a majority of our stock. We had payments totaling $34 and $54 during the three and six months ended June 30, 2021, respectively, and $14 and $28 for the three and six months ended June 30, 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 ~~expected~~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 $16 as a consultant to Abilitech. In the three months ended June 30, 2021 and 2020, Abilitech paid the Company $472 and $434, respectively, and in the six months ended June 30, 2021 and 2020, paid the company $740 and $609, 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 10%) of Marpe Technologies, LTD an early stage medical device company dedicated to the early detection of skin cancer through full body scanners. Mr. Kunin is also a member of the Board of Directors of Marpe Technologies. The Company worked with Marpe Technologies to apply for a grant from the Israel-United States Binational Industrial Research and Development Foundation, a legal entity created by Agreement between the Government of the State of Israel and the Government of the United States of America (“BIRD Foundation”). The parties were successful in receiving approval for a $1,000 conditional grant. The Company and Marpe Technologies will each receive $500 from the BIRD Foundation and, among other obligations under the grant, each is required to contribute $500 to match grant funds from the BIRD Foundation. The Company will meet its obligation by providing certain services at cost or with respect to administrative services at no cost to Marpe Technologies. The total value of the contribution will not exceed $500. The Company will receive a 10 year exclusive right to manufacture the products of Marpe Technologies. There can be ~~complete on or before December 31, 2020, and will impact approximately 60 employees, who~~no assurances that Marpe Technologies’ medical device will be ~~offered positions at other Nortech facilities~~commercially successful, that Marpe Technologies will be successful in ~~Minnesota.~~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 June 30, 2021, we received a $100 deposit but 0 expenses were incurred.

NOTE 9. SUBSEQUENT EVENTS
Facility sale
We entered into an agreement on February 23, 2021 with a third-party agent to sell our facility in Merrifield, MN and some related assets. A liquidation auction was completed in April of 2021 for the Merrifield facility. We closed on the sale of the facility in July 2021 with a gain less than $100.
PPP and Employee Retention Credit (ERC)
In the third quarter of 2021, we have applied for forgiveness for the $6.1 million Promissory Note under the PPP. We will continue to treat this Promissory Note as debt until forgiveness is granted.
In addition, we have applied for the ERC credit for the first and second quarters of 2021. If the application is successful, we expect to receive approximately $5 million in fiscal 2021.
18
17

ITEM 2. ~~MANAGEMENT’S~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are a Maple Grove, Minnesota based full-service electronics manufacturing services (“EMS”) contract manufacturer of wire and cable assemblies, printed circuit board assemblies, higher-level assemblies and box builds for a wide range of industries. We provide value added engineering services and technical support including design, testing, prototyping and supply chain management to customers mainly in the medical, aerospace and defense, ~~medical,~~ and industrial equipment markets. We maintain facilities in Bemidji, Blue Earth, Mankato, Merrifield, and Milaca, Minnesota; Monterrey, Mexico; and Suzhou, China. All of our facilities are certified to one or more of the ISO/AS standards, including 9001, AS9100 and 13485, with most having additional certifications based on the needs of the customers they serve.

Recent Developments

Global Pandemic
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 current and potential ~~impact~~impacts of the COVID-19 pandemic on our business, financial condition, and results of operations. We actively manage our cash and working capital to preserve adequate liquidity and ensure that our business can continue to operate during these uncertain times.

~~Sale~~Facility Consolidation
To further improve operational efficiencies and L~~easeback~~~~Agreement~~
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 42 employees, who were offered positions at other Nortech facilities in Minnesota. We ~~have~~ entered into an agreement on February 23, 2021 with a third-party agent to sell our facility in Merrifield, MN and some related assets. The sale ~~and leaseback agreements with Essjay Investment Company, LLC (“Essjay”) relating to~~closed in the ~~Company’s manufacturing facilities in Bemidji and Mankato, Minnesota. Nortech and Essjay are expected to close during the Company’s fiscal~~ third quarter ~~subject to final documentation and other customary closing conditions.~~ of 2021 with a gain under $100,000. As of June 30, 2021, this closure did qualify for held for sale accounting but did not qualify for discontinued operations.

~~The Company expects net proceeds from~~Paycheck Protection Program (PPP) and Employee Retention Credit (ERC)
In the ~~sale, excluding expenses~~third quarter of 2021, we have applied for forgiveness for the $6.1 million Promissory Note under the PPP. We will continue to treat this Promissory Note as debt until forgiveness is granted.
In addition, we have applied for the ERC credit for the first and ~~expected taxes,~~second quarters of 2021. If the application is successful, we expect to receive approximately $5 million. The Company intends to use net proceeds to pay down debt, provide additional liquidity for initiatives and strengthen the Company’s financial position. At closing, the Company will enter into a lease agreement for the Bemidji and Mankato, Minnesota facilities for an initial 15-year term, with multiple renewal options.million in fiscal 2021.

19

Results of Operations

The following table presents statements of operations data as percentages of total net sales for the periods indicated:

Three Months Ended

Six Months Ended

Three Months Ended

Six Months Ended

June 30,

June 30,

June 30,

June 30,

2020

2019

2020

2019

2021

2020

2021

2020

Net Sales
100.0
%
100.0
%
100.0
%
100.0
%
100.0
%
100.0
%
100.0
%
100.0
%
Cost of Goods Sold
90.8 91.5 89.9 90.5 88.1 89.7 90.1 88.9
Gross Profit
9.2 8.5 10.1 9.5 11.9 10.3 9.9 11.1

Selling Expenses
2.7 2.9 2.5 2.8 1.9 2.7 2.5 2.5
General and Administrative Expenses
6.3 10.0 6.8 9.1 8.0 7.4 10.0 7.8
Income from Operations
0.2 (4.4 ) 0.8 (2.4 )
R&D Expenses
0.7 - 0.4 -
Restructuring Charges
0.3 - 0.6 -
Gain on Sale of Fixed Assets
(0.3
)
0.0 (0.2
)
0.0
Income (Loss) from Operations
1.3 0.2 (3.4
)
0.8

Other Expenses
(0.7 ) (1.0 ) (0.7 ) (0.9 ) (0.3
)
(0.7
)
(0.4
)
(0.7
)
(Loss) Income Before Income Taxes
(0.5 ) (5.4 ) 0.1 (3.3 ) 1.0 (0.5
)
(3.8
)
0.1

Income Tax Expense (Benefit)
0.0 0.2 0.1 0.1 0.4 0.0 (1.2
)
0.1
Net (Loss) Income
(0.5
)%
(5.6
)%
0.0
%
(3.4
)%
0.6
%
(0.5
)%
(2.6
)%
0.0
%

Net Sales

Net sales were ~~$26.5~~$30.2 million in the second quarter of ~~2020,~~2021, as compared to ~~$27.3~~$26.5 million in the second quarter of the prior year, an increase of $3.7 million or 14.0%. Net sales results were varied by markets, the medical market increased by $2.7 million or 20.2%. Net sales from the industrial market increased by $2.0 million or 24.3% in the second quarter of 2021 as compared to the second quarter of 2020. The aerospace and defense markets decreased by $1.0 million or 19.8% of sales in the second quarter of 2021 as compared to the same quarter of 2020.
Net sales were $52.3 million in the six months ended 2021, as compared to $53.9 million in the prior year, a decrease of ~~$0.8~~$1.6 million or ~~3.0%~~3.1%. Net sales results were varied by markets, the medical market decreased by ~~$0.7 million or 4.7% with medical devices accounting for most of that decrease. Net sales from the aerospace and defense markets increased by~~ $0.3 million, or 7.1% in the second quarter of 2020 as compared to the second quarter of 2019. The industrial market decreased by $0.5 million or 5.8% of sales in the second quarter of 2020 as compared to the same quarter of 2019.
Net sales were $53.9 million in the six months ended 2020, as compared to $55.5 million in the prior year, a decrease of $1.6 million or 2.8%. Net sales results were varied by markets, the medical market decreased by $0.2 million, or 0.8%1.1%. Net sales from the aerospace and defense markets ~~increased $0.9~~decreased $2.2 million or ~~9.8%~~23.1%. The industrial market ~~decreased~~increased by ~~$2.2~~$0.9 million of sales or ~~12.4%~~5.9%.

Net sales by our major EMS industry markets for the three and six months ended June 30, ~~2020~~2021 and ~~2019~~2020 were as follows (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended June 30,

Six Months Ended June 30,

2020

2019

%

2020

2019

%

%

%

$ $
Change
$ $
Change

2021

2020

Change

2021

2020

Change

Medical
13,371 14,024 (4.7 ) 28,733 28,963 (0.8 ) $ 16,070 $ 13,371 20.2 $ 28,411 $ 28,733 (1.1
)
Aerospace and Defense
4,906 4,582 7.1 9,690 8,827 9.8 3,936 4,906 (19.8
)
7,448 9,690 (23.1
)
Industrial
8,184 8,686 (5.8 ) 15,478 17,667 (12.4 ) 10,176 8,184 24.3 16,395 15,478 5.9
Total Net Sales
26,461 27,292 (3.0 ) 53,901 55,457 (2.8 ) $ 30,182 $ 26,461 14.1 $ 52,254 $ 53,901 (3.1
)

20
Net sales by timing of transfer of goods and services for the three and six months ended June 30, 2021 is as follows (in thousands):

Three Months Ended June 30, 2021

Product/ Service
Transferred
Over Time

Product
Transferred at
Point in Time

Noncash
Consideration

Total Net Sales
by Market

Medical
$ 12,776 $ 3,050 $ 244 $ 16,070
Aerospace and Defense
3,738 122 76 3,936
Industrial
8,287 1,738 151 10,176
Total net sales
$ 24,801 $ 4,910 $ 471 $ 30,182

Six Months Ended June 30, 2021

Product/ Service
Transferred
Over Time

Product
Transferred at
Point in Time

Noncash
Consideration

Total Net Sales
by Market

Medical
$ 21,735 $ 5,942 $ 734 $ 28,411
Aerospace and Defense
6,802 384 262 7,448
Industrial
12,917 3,075 403 16,395
Total net sales
$ 41,454 $ 9,401 $ 1,399 $ 52,254

Net sales by timing of transfer of goods and services for the three and six months ended June 30, 2020 is as follows (in thousands):

Three Months Ended June 30, 2020

Product/ Service
Transferred
Over Time

Product
Transferred at
Point in Time

Noncash
Consideration

Total Net Sales
by Market

Medical
$ 11,464 $ 1,540 $ 367 $ 13,371
Aerospace and Defense
4,522 246 138 4,906
Industrial
6,395 1,593 196 8,184
Total net sales
$ 22,381 $ 3,379 $ 701 $ 26,461

Six Months Ended June 30, 2020

Product/ Service
Transferred
Over Time

Product
Transferred at
Point in Time

Noncash
Consideration

Total Net Sales
by Market

Medical
$ 25,084 $ 2,601 $ 1,048 $ 28,733
Aerospace and Defense
8,944 379 367 9,690
Industrial
12,390 2,563 525 15,478
Total net sales
$ 46,418 $ 5,543 $ 1,940 $ 53,901

2120

~~Net sales by timing of transfer of goods and services for the three and six months ended June 30, 2019 is as follows (in thousands):~~

Three Months Ended June 30, 2019

Product/ Service
Transferred
Over Time

Product
Transferred at
Point in Time

Noncash
Consideration

Total Net Sales
by Market

Medical
$ 13,145 $ 218 $ 661 $ 14,024
Aerospace and Defense
4,155 222 205 4,582
Industrial
7,428 878 380 8,686
Total net sales
$ 24,728 $ 1,318 $ 1,246 $ 27,292

Six Months Ended June 30, 2019

Product/ Service
Transferred
Over Time

Product
Transferred at
Point in Time

Noncash
Consideration

Total Net Sales
by Market

Medical
$ 27,640 $ 253 $ 1,070 $ 28,963
Aerospace and Defense
8,258 242 327 8,827
Industrial
15,568 1,475 624 17,667
Total net sales
$ 51,466 $ 1,970 $ 2,021 $ 55,457

Backlog

Our 90-day shipment backlog as of June 30, ~~2020~~2021 was ~~$23.3~~$34.7 million, ~~a decrease~~an increase of ~~15.3%~~11.8% from the beginning of the quarter and a ~~25.8% decrease~~49.1% increase as compared to the prior year. Backlog for our medical customers has ~~decreased 16.4%~~increased 19.0% from the beginning of the quarter and ~~decreased 28.2%~~increased 57.5% from the prior year. The aerospace and defense backlog increased ~~1.3%~~17.6% from the beginning of the quarter and ~~increased 1.0%~~decreased 13.3% from the prior year. Our industrial customers’ backlog decreased ~~30.7%~~2.5% from the beginning of the quarter and ~~decreased 44.0%~~increased 124.4% from the prior year. ~~Our~~This backlog consists of firm purchase orders we expect to ship in the next 90 days.

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

Shipment Backlog as of the Period Ended

June 30,

March 31,

June 30,

2020

2020

2019

Medical
$ 11,987 $ 14,330 $ 16,701
Aerospace and Defense
6,900 6,812 6,833
Industrial
4,401 6,352 7,863
Total Backlog
$ 23,288 $ 27,494 $ 31,397
22

Shipment Backlog as of the Period Ended

June 30,

March 31,

June 30,

2021

2021

2020

Medical
$ 18,879 $ 15,870 $ 11,987
Aerospace and Defense
5,981 5,087 6,900
Industrial
9,873 10,123 4,401
Total Backlog
$ 34,733 $ 31,080 $ 23,288

Our 90-day backlog varies due to order size, manufacturing delays, contract terms and conditions and timing from customer delivery schedules and releases. These variables cause inconsistencies in comparing the backlog from one period to the next. Our total shipment backlog was ~~$46.6~~$71.5 million at June 30, ~~2020~~2021 compared to ~~$58.7~~$46.6 million at the end of June 30, ~~2019.~~2020.

Gross Profit

Gross profit as a percent of net sales for the three months ended June 30, 2021 and 2020 was 11.9% and ~~2019 was 9.2% and 8.5%~~10.3%, respectively. Gross profit as a percentage of sales for the six months ended June 30, 2021 and 2020 was 9.9% and ~~2019 was 10.1% and 9.5%~~11.1%, respectively. The increase in gross profit for the three months ended June 30, 2021 compared to the three months ended June 30, 2020 was due mainly to improved utilization as a result of the increase in ~~both comparisons~~sales. The decrease in gross profit for the six months ended June 30, 2021 compared to the six months ended June 30, 2020 was ~~driven~~due mainly by ~~product mix.~~lower sales.

Selling Expense

Selling expenses for the three months ended June 30, 2021 and 2020 was $0.6 million or 1.9% of sales and ~~2019 was~~ $0.7 million or 2.7% ~~of sales and $0.8 million or 2.9%~~ of sales, respectively. Selling expense for the six months ended June 30, 2021 and 2020 was $1.3 million or 2.5% of sales and ~~2019 was~~ $1.4 million or 2.5% of sales, ~~and $1.6 million or 2.8% of sales,~~ respectively. ~~The decrease in both the three and six month periods is due cost reduction measures taken in prior year.~~

General and Administrative Expense

General and administrative expenses for the three months ended June 30, 2021 and 2020 ~~and 2019~~ were ~~$1.7~~$2.4 million or ~~6.3%~~8.0% of sales and ~~$2.7~~$1.9 million or ~~10.0%~~7.4% of sales, respectively. General and administrative expenses for the six months ended June 30, 2021 and 2020 ~~and 2019~~ were ~~$3.7~~$5.2 million or ~~6.8%~~10.0% of sales and ~~$5.0~~$4.2 million or ~~9.1%~~7.8% of sales, respectively. The ~~decrease~~increase in ~~both comparisons~~the quarterly comparison was due primarily to increased training and consulting expenses, while the increase in the year-to-date comparison was primarily due to higher ~~spend in~~bad debt expense of $0.3 million, increased training and consulting expenses of $0.3, and increased realized loss on foreign currency of $0.3 million.
Research and Development Expense
Research and development expenses for the ~~prior year related one-time expenditures~~three and six months ended June 30, 2021 was $0.2 million or 0.7% of sales. There were minimal to ~~improve operations in 2019~~no research and development expenses for the ~~benefits of those cost reduction measures in~~three and six months ended June 30, 2020.

~~Income / Loss from Operations~~Restructuring Charges

~~Second quarter 2020 Income from operations~~Restructuring charges for the three months ended June 30, 2021 was $0.1 million ~~compared to loss~~or 0.3% of ~~$1.2 million~~sales. There were no restructuring charges for the ~~second quarter in 2019. Income from operations~~three months ended June 30, 2020. Restructuring charges for the ~~first~~ six months ~~in 2019~~ended June 30, 2021 was ~~$0.4~~$0.3 million ~~as compared to loss~~or 0.6% of ~~$1.3 million~~sales. There were no restructuring charges for the ~~same comparable period in 2019.~~six months ended June 30, 2020. The ~~increase in income from operations in both comparison periods was~~restructuring charges are due to ~~increased gross margin as a percent~~the closure of ~~sales and~~ the ~~decreased administrative expenses due to largely to cost reduction measures taken in the prior year.~~Merrifield facility.

Income Taxes

On a quarterly basis, we estimate what our effective tax rate will be for the full fiscal year and record a quarterly income tax provision based on the anticipated rate. As the year progresses, we refine our estimate based on the facts and circumstances, including discrete events, by each tax jurisdiction. Our effective tax rate for the three and six months ended June 30, ~~2020~~2021 was ~~(3.2%)~~38.2% and ~~65.0%~~(30.2%), respectively, and the rate for the three and six months ended June 30, ~~2019~~2020 was ~~(4%~~(3.2%). and 65.0%, respectively

Net Income (Loss)

Net income for the three and net loss for the six months ended June 30, 2021 was $0.2 million and $1.4 million, respectively. Net loss for the three and net income for the six months ended June 30, 2020 was $0.1 million and $0.0 million, respectively. ~~Net loss for the three months ended June 30, 2019 was $1.6 million and for six month ended June 30, 2019 was $1.9 million.~~

23

Liquidity and Capital Resources

Our ~~second quarter~~2020 and 2021 sales and shipment backlog were impacted by the ongoing COVID-19 ~~pandemic. However, our focus on reducing costs, minimizing capital expenditures,~~pandemic and ~~managing working capital mitigated~~ the ~~impact on liquidity.~~related supply chain shortages. Due to the inherent uncertainty of this evolving situation, we are unable at this time to predict the likely impact of the COVID-19 pandemic on our future ~~operations.~~operations which has led to indicators of an inability to continue as a going concern. However, these indicators have been mitigated by our focus on reducing costs, minimizing capital expenditures, and managing working capital. In addition, we believe that cash provided by operations, funds available under the credit agreement with Bank of America, N.A. (BofA), funds ~~available under a Promissory Note with BofA (“Promissory Note”) pursuant to the Paycheck Protection Program under the Coronavirus Aid~~received from our sales leaseback transaction and cash on hand will be adequate to meet our liquidity needs, including working capital, capital expenditures, and debt payment obligations.
Net cash used by operating activities for the six months ended June 30, 2021 was $5.4 million. Increases in working capital due to the higher sales and backlog drove the use of cash by operating activities, primarily in higher accounts receivable and inventory.

Net cash provided by operating activities for the six months ended June 30, 2020 was $0.5 million. Earnings adjusted for depreciation and amortization of $1.1 million drove the cash provided offset by an increase in working capital.

Net cash used in operating activities for the six months ended June 30, 2019 was $2.2 million. The increase in accounts receivable and unbilled revenue and decrease in accounts payable drove this cash outflow, partially offset by a decrease in inventory.
~~We have satisfied our liquidity needs over the past several years with cash flows generated from operations and a bank operating line of credit.~~ We have a credit agreement with ~~BofA~~Bank of America (BofA) which was entered into on June 15, 2017 and amended on December 29, 2017 and provides for a line of credit arrangement of $16.0 million that expires on June 15, 2022. The credit arrangement also has a $5.0 million real estate term note outstanding with a maturity date of June 15, 2022. We expect to extend the agreement past June 15, 2022.

Both the line of credit and real estate term notes are subject to fluctuations in the LIBOR rates. The line of credit and real estate term notes with BofA contain certain covenants which, among other things, require us to adhere to regular reporting requirements, abide by annual shareholder dividend limitations, maintain certain financial performance, and limit the amount of annual capital expenditures. The availability under our line is subject to borrowing base requirements, and advances are at the discretion of the lender. The line of credit is secured by substantially all of our assets.

OnThe Bank of America Credit Agreement provides for, among other things, a Fixed Charge Coverage Ratio of not less than 1.0 to 1.0, for the twelve months ending December 31, 2020 and each Fiscal Quarter end thereafter subject only during a trigger period commencing when our availability under our line is less than $2,000 until availability is above that amount for 30 days due to amendment to our agreement dated in December of 2020. The Company met the covenants for the period ended June 30, ~~2020,~~2021.
The availability under the line is subject to borrowing base requirements, and advances are at the discretion of the lender. At June 30, 2021, we had outstanding advances of ~~$4.4~~$7.7 million and we had unused availability under ~~the~~our line of credit ~~and unused availability~~ of ~~$8.3~~$4.5 million, supported by our borrowing base. We believe our financing arrangements and cash flows to be provided by operations will be sufficient to satisfy our future working capital needs. ~~Our working capital was $21.8 million and $21.1 million as of June 30, 2020 and December 31, 2019, respectively.~~
The Bank of America Credit Agreement provides for, among other things, a Fixed Charge Coverage Ratio of not less than (i) 1.0 to 1.0 for the three months ending December 31, 2019, six months ending March 31, 2020, nine months ending June 30, 2020 and twelve months ending September 30, 2020 and each fiscal quarter end thereafter. The Company met the covenants for the six months ended June 30, 2020.

On April 15, 2020, we entered into a Promissory Note with Bank of America, N.A. (the “Promissory Note”), which provides for an unsecured loan of $6.1 million pursuant to the Paycheck Protection Program 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 Promissory Note has a term of 2 years with a 1% per annum interest rate. Payments are deferred for 106 months ~~after~~from the ~~end~~date of the Promissory Note ~~covered period (which is defined as 24 weeks after the date of the loan)~~ and we can apply for forgiveness of the Promissory Note after 60 days. Forgiveness of the Promissory Note will be determined in accordance with the provisions of the Cares Act and applicable regulations. Any principal and interest ~~amount~~amounts outstanding after the determination of amounts forgiven will be repaid on a monthly basis. ~~We expect that all or a significant portion of the Promissory Note will be forgiven.~~

24

Off-Balance Sheet Arrangements

We have not engaged in any off-balance sheet activities as defined in Item 303(a)(4) of Regulation S-K.

Critical Accounting Policies and Estimates

Our significant accounting policies and estimates are summarized in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020. Some of our accounting policies require us to exercise significant judgment in selecting the appropriate assumptions for calculating financial estimates. Such judgments are subject to an inherent degree of uncertainty. These judgments are based on our historical experience, known trends in our industry, terms of existing contracts and other information from outside sources, as appropriate. Actual results could differ from these estimates.

Forward-Looking Statements

Those statements in the foregoing report that are not historical facts are forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.

♦
Volatility in the marketplace which may affect market supply, demand of our products or currency exchange rates;

♦
~~Volatility~~Supply chain disruption and unreliability due to COVID-19;
♦
Lack of supply of sufficient human resources to produce our products;
♦
Increased competition from within the EMS industry or the decision of OEMs to cease or limit outsourcing;
♦
Changes in the ~~marketplace which may affect market supply, demand~~reliability and efficiency of our ~~products~~operating facilities or ~~currency exchange rates;~~those of third parties;

♦
~~Increased competition from within the EMS industry or the decision of OEMs to cease or limit outsourcing;~~Increases in certain raw material costs such as copper and oil;

♦
~~Changes in the reliability~~Commodity and ~~efficiency of our operating facilities or those of third parties;~~energy cost instability;

♦
Risks related to ~~availability of labor;~~FDA noncompliance;

♦
~~Increases in certain raw material costs such as copper and oil;~~The loss of a major customer;

♦
~~Commodity~~General economic, financial and ~~energy cost instability;~~business conditions that could affect our financial condition and results of operations;

♦
~~Risks~~Increased or unanticipated costs related to ~~FDA noncompliance;~~compliance with securities and environmental regulation;

♦
~~The loss~~Disruption of ~~a major customer;~~global or local information management systems due to natural disaster or cyber-security incident;

♦
~~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-Q 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.

25
Please refer to forward-looking statements and risks as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2019.~~2020.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q, our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). These controls and procedures are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based upon their evaluation of these disclosure controls and procedures as of the date of the evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

26

PART II

ITEM 1. LEGAL PROCEEDINGS

We are subject to various legal proceedings and claims that arise in the ordinary course of business.

ITEM 1A. RISK FACTORS

We are affected by the risks specific to us as well as factors that affect all businesses operating in a global market. The significant factors known to us that could materially adversely affect our business, financial condition or operating results or could cause our actual results to differ materially from our expectations are described in our annual report on Form 10-K for the fiscal year ended under the heading “Part I – Item 1A.Risk Factors.” Other than as noted below, there have been no material changes in the risk factors from those disclosed in the Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020.
~~We may be subject to~~ ~~additional regulatory scrutiny in the form of an audit or review as a result of our Paycheck Protection Program Promissory Note which would have an adverse effect on our liquidity~~
On April 15, 2020, we entered into a Promissory Note with Bank of America, N.A. (the “Promissory Note”), 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. On April 23, 2020, the Small Business Administration (“SBA”) issued new guidance that questioned whether a public company with substantial market value and access to capital markets would qualify to participate in the PPP under the CARES Act. Subsequently, on April 28, 2020, the secretary of the Treasury and SBA announced that the government will review all PPP loans of more than $2 million for which a borrower applies for forgiveness. Should we be audited or reviewed by the U.S. Department of Treasury as a result of filing an application for forgiveness or otherwise, such audit or review could result in legal and reputational costs as well as significant use of management time. While the Company believes that it acted in good faith and has complied with all requirements of the PPP, if we are audited and receive an adverse or negative finding in such audit, we could be required to return up to the full amount of the Promissory Note, which would reduce our liquidity by such amount and potentially subject us to fines and penalties.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

As of June 30, ~~2020,~~2021, our share repurchase program has expired, and no additional amounts are available for repurchase.

ITEM 3. DEFAULTS ON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

27

ITEM 6. EXHIBITS

Exhibits

10.1* ~~Purchase and Sale Agreement~~
10.2* ~~Second Quarter 2020 Earnings Release~~

31.1*
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
31.2*
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
32*
Certification of the Chief Executive Officer ~~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, as adopted pursuant to ~~Rule 13a-14(a) and Rule 15d-14(a), promulgated under~~Section 906 of the ~~Securities Exchange~~Sarbanes-Oxley Act of ~~1934, as amended.~~2002.

32*
~~Certification of the Chief Executive Officer and Chief Financial Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

101*
Financial statements from the quarterly report on Form 10-Q for the quarter ended June 30, ~~2020,~~2021, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Loss, (iii) Condensed Consolidated Statements of Cash Flows, and (iv) the Condensed Notes to Condensed Consolidated Financial Statements.
104
Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

*Filed herewith

28

Signatures
-------------

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Nortech Systems Incorporated and Subsidiaries

---------------------------------------------------------

Date: August ~~11, 2020~~12, 2021

by /s/ Jay D. Miller

Jay D. Miller

Chief Executive Officer and President

Nortech Systems Incorporated

Date: August ~~11, 2020~~ 12, 2021

by /s/ ~~Constance M. Beck~~Christopher D. Jones

~~Constance M. Beck~~
Christopher D. Jones

Vice President and Chief Financial Officer

Nortech Systems Incorporated

2928

			June 30, 2021
			Gross
			Carrying		Accumulated		Net Book
	Years		Amount		Amortization		Value
Customer Relationships		9	$	1,302	$	868	$	434
Intellectual Property		3		100		100		0
Trade Names		20		814		244		570
Patents		7		126		0		126
Totals			$	2,342	$	1,212	$	1,130

			December 31, 2020
			Gross
			Carrying		Accumulated		Net Book
	Years		Amount		Amortization		Value
Customer Relationships		9	$	1,302	$	795	$	507
Intellectual Property		3		100		100		0
Trade Names		20		814		225		589
Patents		7		77		0		77
Totals			$	2,293	$	1,120	$	1,173

			June 30, 2020
			Gross
			Carrying		Accumulated		Net Book
	Years		Amount		Amortization		Value
Customer Relationships		9	$	1,302	$	723	$	579
Trade Names		3		100		100		-
Intellectual Property		20		814		203		611
Patents		7		47		-		47
Totals			$	2,263	$	1,026	$	1,237

			December 31, 2019
			Gross
			Carrying		Accumulated		Net Book
	Years		Amount		Amortization		Value
Customer Relationships		9	$	1,302	$	651	$	651
Intellectual Property		3		100		95		5
Trade Names		20		814		183		631
Patents		7		56		-		56
Totals			$	2,272	$	929	$	1,343

Year	Amount		Amount
Remainder of 2020	$	93
2021		186
Remainder of 2021			$	93
2022		185		186
2023		185		185
2024		113		113
2025				41
Thereafter		428		386
Total	$	1,190	$	1,004

	Three Months Ended June 30, 2020				Six Months Ended June 30, 2020
	Previously		After		Previously		After
	Reported		Reclassification		Reported		Reclassification
Cost of Goods Sold	$	24,020	$	23,736	$	48,455	$	47,936
General and Administrative Expenses		1,662		1,946		3,655		4,174

	Three Months Ended June 30, 2019
	Product/ Service Transferred Over Time		Product Transferred at Point in Time		Noncash Consideration		Total Net Sales by Market
Medical	$	13,145	$	218	$	661	$	14,024
Aerospace and Defense		4,155		222		205		4,582
Industrial		7,428		878		380		8,686
Total net sales	$	24,728	$	1,318	$	1,246	$	27,292

	Six Months Ended June 30, 2019
	Product/ Service Transferred Over Time		Product Transferred at Point in Time		Noncash Consideration		Total Net Sales by Market
Medical	$	27,640	$	253	$	1,070	$	28,963
Aerospace and Defense		8,258		242		327		8,827
Industrial		15,568		1,475		624		17,667
Total net sales	$	51,466	$	1,970	$	2,021	$	55,457

	Three Months Ended June 30,		Three Months Ended June 30,
Lease Cost	2021		2020
Operating lease cost	$	589	$	352
Finance lease interest cost		21		28
Finance lease amortization expense		163		159
Total lease cost	$	773	$	539

	Six Months Ended June 30,		Six Months ended June 30,
Lease Cost	2021		2020
Operating lease cost	$	1,120	$	708
Finance lease interest cost		43		50
Finance lease amortization expense		326		311
Total lease cost	$	1,489	$	1,069

	Balance Sheet Location	June 30, 2020		Balance Sheet Location	June 30, 2021		December 31, 2020
Assets
Operating lease assets	Operating lease assets	$	4,446	Operating lease assets	$	9,336	$	8,998
Finance lease assets	Property, Plant and Equipment		2,842	Property, Plant and Equipment		2,004		2,330
Total leased assets	Total leased assets	$	7,288	Total leased assets	$	11,337	$	11,328

Liabilities
Current
Current operating lease liabilities	Current Portion of Operating Lease Obligations		791	Current Portion of Operating Lease Obligations	$	1,013	$	688
Current finance lease liabilities	Current Portion of Finance Lease Obligations		643	Current Portion of Finance Lease Obligations		641		660
Noncurrent
Long-term operating lease liabilities	Long Term Operating Lease Liabilities, Net		4,132	Long Term Operating Lease Liabilities, Net		8,995		8,889
Long term finance lease liabilities	Long Term Finance Lease Obligations, Net		1,486	Long Term Finance Lease Obligations, Net		845		1,152
Total lease liabilities	Total lease liabilities	$	7,052	Total lease liabilities	$	11,494	$	11,389

	Operating Leases			Finance Leases			Total			Operating Leases			Finance Leases			Total
Remaining 2020	$	435		$	391		$	826
2021		722			738			1,460
Remaining 2021										$	864		$	369		$	1,233
2022		726			575			1,301			1,735			587			2,322
2023		738			333			1,071			1,738			333			2,071
2024		798			277			1,075			1,408			280			1,688
2025											1,205			29			1,234
Thereafter		2,582			20			2,602			8,283			0			8,283
Total lease payments	$	6,001		$	2,334		$	8,335		$	15,233		$	1,598		$	16,831
Less: Interest		(1,078	)		(205	)		(1,283	)		(5,225	)		(112	)		(5,337	)
Present value of lease liabilities	$	4,923		$	2,129		$	7,052		$	10,008		$	1,486		$	11,494

Weighted-average remaining lease term (years)
Operating leases	~~7.5~~9.7
Finance leases	~~3.2~~2.8
Weighted-average discount rate
Operating leases	~~4.8~~7.8	%
Finance leases	~~4.9~~5.1	%	%

	Three Months Ended						Six Months Ended						Three Months Ended						Six Months Ended
	June 30,						June 30,						June 30,						June 30,
	2020			2019			2020			2019			2021			2020			2021			2020
Net Sales		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Cost of Goods Sold		90.8			91.5			89.9			90.5			88.1			89.7			90.1			88.9
Gross Profit		9.2			8.5			10.1			9.5			11.9			10.3			9.9			11.1

Selling Expenses		2.7			2.9			2.5			2.8			1.9			2.7			2.5			2.5
General and Administrative Expenses		6.3			10.0			6.8			9.1			8.0			7.4			10.0			7.8
Income from Operations		0.2			(4.4	)		0.8			(2.4	)
R&D Expenses														0.7			-			0.4			-
Restructuring Charges														0.3			-			0.6			-
Gain on Sale of Fixed Assets														(0.3	)		0.0			(0.2	)		0.0
Income (Loss) from Operations														1.3			0.2			(3.4	)		0.8

Other Expenses		(0.7	)		(1.0	)		(0.7	)		(0.9	)		(0.3	)		(0.7	)		(0.4	)		(0.7	)
(Loss) Income Before Income Taxes		(0.5	)		(5.4	)		0.1			(3.3	)		1.0			(0.5	)		(3.8	)		0.1

Income Tax Expense (Benefit)		0.0			0.2			0.1			0.1			0.4			0.0			(1.2	)		0.1
Net (Loss) Income		(0.5	)%		(5.6	)%		0.0	%		(3.4	)%		0.6	%		(0.5	)%		(2.6	)%		0.0	%

	Three Months Ended June 30,							Six Months Ended June 30,							Three Months Ended June 30,							Six Months Ended June 30,
	2020		2019		%			2020		2019		%							%							%
	$		$		Change			$		$		Change			2021		2020		Change			2021		2020		Change
Medical		13,371		14,024		(4.7	)		28,733		28,963		(0.8	)	$	16,070	$	13,371		20.2		$	28,411	$	28,733		(1.1	)
Aerospace and Defense		4,906		4,582		7.1			9,690		8,827		9.8			3,936		4,906		(19.8	)		7,448		9,690		(23.1	)
Industrial		8,184		8,686		(5.8	)		15,478		17,667		(12.4	)		10,176		8,184		24.3			16,395		15,478		5.9
Total Net Sales		26,461		27,292		(3.0	)		53,901		55,457		(2.8	)	$	30,182	$	26,461		14.1		$	52,254	$	53,901		(3.1	)

	Shipment Backlog as of the Period Ended
	June 30,		March 31,		June 30,
	2020		2020		2019
Medical	$	11,987	$	14,330	$	16,701
Aerospace and Defense		6,900		6,812		6,833
Industrial		4,401		6,352		7,863
Total Backlog	$	23,288	$	27,494	$	31,397

	10.2*	~~Second Quarter 2020 Earnings Release~~

	31.1*	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.

	Nortech Systems Incorporated and Subsidiaries
	---------------------------------------------------------


Date: August ~~11, 2020~~12, 2021		by /s/ Jay D. Miller

		Jay D. Miller
		Chief Executive Officer and President
		Nortech Systems Incorporated

Date: August ~~11, 2020~~ 12, 2021		by /s/ ~~Constance M. Beck~~Christopher D. Jones

		~~Constance M. Beck~~ Christopher D. Jones
		Vice President and Chief Financial Officer
		Nortech Systems Incorporated

NORTECH SYSTEMS INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~(UNAUDITED)

~~(UNAUDITED)~~

(IN THOUSANDS)