Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

(Mark One)

☒

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

For the quarterly period ended September 30, 2024

OR

☐

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

For the transition period from to

NORTECH SYSTEMS INCORPORATED

Commission file number 0-13257

State of Incorporation: Minnesota

IRS Employer Identification No. 41-1681094

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

Telephone number: (952) 345-2244

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $.01 per share		NSYS		NASDAQCapital 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 and post 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 $.01par value common stock outstanding as of November 1, 2024 was 2,756,754.

TABLE OF CONTENTS

		PAGE
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income		3
Condensed Consolidated Balance Sheets		4
Condensed Consolidated Statements of Cash Flows		5-6
Condensed Consolidated Statements of Shareholders' Equity		7
Condensed Notes to Consolidated Financial Statements		8-16
Item 2 - Management's Discussion and Analysis of Financial Condition And Results of Operations		17
Item 3 - Quantitative and Qualitative Disclosures About Market Risk		21
Item 4 - Controls and Procedures		21
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings		22
Item 1A. - Risk Factors		22
Item 2 - Unregistered Sales of Equity Securities, Use of Proceeds		22
Item 3 - Defaults on Senior Securities		22
Item 4 - Mine Safety Disclosures		22
Item 5 - Other Information		22
Item 6 - Exhibits		22
SIGNATURES		23

PART I

ITEM 1. FINANCIAL STATEMENTS

NORTECH SYSTEMS INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

(UNAUDITED)

(IN THOUSANDS, EXCEPT SHARE DATA)

		THREE MONTHS ENDED			NINE MONTHS ENDED
		SEPTEMBER 30,			SEPTEMBER 30,
		2024			2023			2024			2023
Net sales		$	31,407			$	33,369			$	99,513			$	103,278
Cost of goods sold			27,572				28,050				85,613				87,001
Gross profit			3,835				5,319				13,900				16,277
Operating expenses:
Selling			891				923				2,605				2,766
General and administrative			2,951				2,958				9,103				9,328
Research and development			284				314				893				907
Restructuring charges			176				-				267				-
Total operating expenses			4,302				4,195				12,868				13,001
(Loss) income from operations			(467	)			1,124				1,032				3,276
Other expense:
Interest expense			(216	)			(130	)			(548	)			(365	)
(Loss) income before income taxes			(683	)			994				484				2,911
Income tax expense (benefit)			56				(213	)			301				389
Net (loss) income		$	(739	)		$	1,207			$	183			$	2,522
Net (loss) income per common share:
Basic (in dollars per share)		$	(0.27	)		$	0.44			$	0.07			$	0.93
Weighted average number of common shares outstanding - basic (in shares)			2,760,438				2,737,895				2,754,399				2,716,166
Diluted (in dollars per share)		$	(0.27	)		$	0.42			$	0.06			$	0.87
Weighted average number of common shares outstanding - diluted (in shares)			2,760,438				2,888,679				2,931,343				2,887,889
Other comprehensive (loss) income
Foreign currency translation			223				(77	)			(135	)			(318	)
Comprehensive (loss) income, net of tax		$	(516	)		$	1,130			$	48			$	2,204

See Accompanying Condensed Notes to Condensed Consolidated Financial Statements.

NORTECH SYSTEMS INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE DATA)

		SEPTEMBER 30, 2024			DECEMBER 31, 2023(1)
ASSETS
Current assets:
Cash		$	1,239			$	960
Restricted cash			-				715
Accounts receivable, less allowances of $286and $358, respectively			16,584				19,279
Inventories, net			22,332				21,660
Contract assets			15,058				14,481
Prepaid assets and other assets			5,065				1,698
Total current assets			60,278				58,793
Property and equipment, net			5,834				6,513
Operating lease assets, net			8,034				6,917
Deferred tax assets			2,641				2,641
Other intangible assets, net			179				263
Total assets		$	76,966			$	75,127
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of finance lease obligations		$	175			$	356
Current portion of operating lease obligations			1,174				1,033
Accounts payable			12,315				15,924
Accrued payroll and commissions			2,940				4,138
Customer deposits			5,263				4,068
Other accrued liabilities			1,451				1,063
Total current liabilities			23,318				26,582
Long-term liabilities:
Long-term line of credit, net of issuance costs			9,508				5,815
Long-term finance lease obligations, net of current portion			340				209
Long-term operating lease obligations, net of current portion			7,689				6,763
Other long-term liabilities			421				414
Total long-term liabilities			17,958				13,201
Total liabilities			41,276				39,783
Shareholders' equity:
Preferred stock, $1par value; 1,000,000shares authorized; 250,000shares issued and outstanding			250				250
Common stock - $0.01par value; 9,000,000shares authorized; 2,756,367and 2,740,178 shares issued and outstanding, respectively			28				27
Additional paid-in capital			17,226				16,929
Accumulated other comprehensive loss			(667	)			(532	)
Retained earnings			18,853				18,670
Total shareholders' equity			35,690				35,344
Total liabilities and shareholders' equity		$	76,966			$	75,127

(1)	The balance sheet as of December 31, 2023 has been derived from the consolidated audited financial statements at that date.

See Accompanying Condensed Notes to Condensed Consolidated Financial Statements.

NORTECH SYSTEMS INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(IN THOUSANDS)

		SEPTEMBER 30,
		2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income		$	183			$	2,522
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization			1,400				1,539
Compensation on stock-based awards			334				299
Change in inventory reserves			194				(8	)
Change in accounts receivable allowances			(72	)			(18	)
Other, net			9				137
Changes in current operating assets and liabilities:
Accounts receivable			2,727				(162	)
Employee Retention Credit Receivable			-				2,650
Inventories			(922	)			899
Contract assets			(577	)			(1,780	)
Prepaid expenses and other current assets			(2,888	)			(976	)
Accounts payable			(3,609	)			(1,636	)
Accrued payroll and commissions			(1,198	)			(810	)
Customer deposits			1,195				345
Other accrued liabilities			181				(820	)
Net cash (used in) provided by operating activities			(3,043	)			2,181
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of property and equipment			9				-
Purchases of property and equipment			(980	)			(1,121	)
Net cash used in investing activities			(971	)			(1,121	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from line of credit			99,888				95,783
Payments to line of credit			(96,185	)			(98,035	)
Proceeds from financing leases			198				-
Principal payments on financing leases			(304	)			(291	)
Share repurchases			(67	)			-
Proceeds from stock option exercises			31				155
Net cash provided by (used in) financing activities			3,561				(2,388	)
Effect of exchange rate changes on cash			17				(32	)
Net change in cash and cash equivalents			(436	)			(1,360	)
Cash - beginning of period			1,675				2,481
Cash - end of period		$	1,239			$	1,121
Reconciliation of cash and restricted cash reported within the condensed consolidated balance sheets:
Cash		$	1,239			$	699
Restricted cash			-				422
Total cash and restricted cash reported in the condensed consolidated statements of cash flows		$	1,239			$	1,121

NORTECH SYSTEMS INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(IN THOUSANDS)

		NINE MONTHS ENDED
		SEPTEMBER 30,
		2024			2023
Supplemental disclosure of cash flow information:
Cash paid for interest		$	531			$	388
Cash paid for income taxes		$	374			$	1,242
Supplemental noncash investing and financing activities:
Property and equipment purchases in accounts payable		$	107			$	23
Operating lease assets acquired under operating leases		$	1,923			$	-
Equipment acquired under finance lease		$	256			$	-

See Accompanying Condensed Notes to Condensed Consolidated Financial Statements.

NORTECH SYSTEMS INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(UNAUDITED)

(IN THOUSANDS)

																	Accumulated
														Additional			Other						Total
		Preferred Stock			Common Stock			Paid-In			Comprehensive			Retained			Shareholders'
		Shares			Amount			Shares			Amount			Capital			Loss			Earnings			Equity
Balance as of June 30, 2023			250			$	250				2,737			$	27			$	16,712			$	(611	)		$	13,111			$	29,489
Net income			-				-				-				-				-				-				1,207				1,207
Foreign currency translation adjustment			-				-				-				-				-				(77	)			-				(77	)
Stock option exercises			-				-				-				-				9				-				-				9
Compensation on stock-based awards			-				-				-				-				80				-				-				80
Balance as of September 30, 2023			250			$	250				2,737			$	27			$	16,801			$	(688	)		$	14,318			$	30,708
Balance as of June 30, 2024			250			$	250				2,762			$	28			$	17,165			$	(890	)		$	19,592			$	36,145
Net loss			-				-				-				-				-				-				(739	)			(739	)
Foreign currency translation adjustment			-				-				-				-				-				223				-				223
Compensation on stock-based awards			-				-				-				-				128				-				-				128
Stock repurchases			-				-				(6	)			-				(67	)			-				-				(67	)
Balance as of September 30, 2024			250			$	250				2,756			$	28			$	17,226			$	(667	)		$	18,853			$	35,690
Balance as of December 31, 2022			250			$	250				2,691			$	27			$	16,347			$	(370	)		$	11,826			$	28,080
Net income			-				-				-				-				-				-				2,522				2,522
Foreign currency translation adjustment			-				-				-				-				-				(318	)			-				(318	)
Compensation on stock-based awards			-				-				-				-				299				-				-				299
Stock option exercises			-				-				46				-				155				-				-				155
Cumulative adjustment related to adoption of ASC 326 (current expected credit loss)			-				-				-				-				-				-				(30	)			(30	)
Balance as of September 30, 2023			250			$	250				2,737			$	27			$	16,801			$	(688	)		$	14,318			$	30,708
Balance as of December 31, 2023			250			$	250				2,740			$	27			$	16,929			$	(532	)		$	18,670			$	35,344
Net income			-				-				-				-				-				-				183				183
Foreign currency translation adjustment			-				-				-				-				-				(135	)			-				(135	)
Compensation on stock-based awards			-				-				-				-				334				-				-				334
Stock option exercises			-				-				22				1				30				-				-				31
Stock repurchases			-				-				(6	)			-				(67	)			-				-				(67	)
Balance as of September 30, 2024			250			$	250				2,756			$	28			$	17,226			$	(667	)		$	18,853			$	35,690

See Accompanying Condensed Notes to Condensed Consolidated Financial Statements.

CONDENSED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(UNAUDITED)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

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, the Company has omitted footnote disclosures that would substantially duplicate the disclosures contained in the Company's audited consolidated financial statements. These unaudited condensed consolidated financial statements should be read together with the audited consolidated financial statements for the year ended December 31, 2023, and notes thereto included in our Annual Report on Form 10-K as filed with the SEC.

The condensed consolidated financial statements include the accounts of Nortech Systems Incorporated and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. All dollar amounts are stated in thousands of U.S. dollars.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of our consolidated financial statements. Estimates also affect the reported amounts of net sales and expenses during each reporting period. Significant items subject to estimates and assumptions include the valuation allowance for inventories, accounts receivable allowances, realizability of deferred tax assets and long-lived asset recovery. Actual results could differ from those estimates.

Recently Issued New Accounting Standards

In November 2023, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting Topic (280): Improvements to Reportable Segment Disclosure. The ASU supplements reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its Consolidated Financial Statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU enhances the transparency and decision usefulness of income tax disclosures and is effective for annual periods beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its Consolidated Financial Statements and related disclosures.

Inventories

Inventories are as follows:

		September 30,			December 31,
		2024			2023
Raw materials		$	21,596			$	20,863
Work in process			1,108				1,033
Finished goods			992				934
Reserves			(1,364	)			(1,170	)
Inventories, net		$	22,332			$	21,660

Other Intangible Assets

Other intangible assets as of September 30, 2024 and December 31, 2023 are as follows:

		Customer Relationships			Patents			Total
Balances as of January 1, 2023		$	216			$	206			$	422
Amortization			144				15				159
Balances as of December 31, 2023		$	72			$	191			$	263
Amortization			72				12				84
Balances as of September 30, 2024		$	-			$	179			$	179

Intangible assets are amortized on a straight-line basis over their estimated useful lives. The weighted average remaining amortization period of our intangible assets is 5.5years. Of the patents value as of September 30, 2024, $94are being amortized and $85are in process and a patent has not yet been issued.

Amortization expense of finite life intangible assets for the three months ended September 30, 2024 and 2023 was $4and $40, respectively. Amortization expense of finite life intangible assets for the nine months ended September 30, 2024 and 2023 was $84and $120, respectively.

As of September 30, 2024, estimated future annual amortization expense (except projects in process) related to these assets is as follows:

Year		Amount
2024		$	5
2025			18
2026			18
2027			18
2028			18
Thereafter			17
Total		$	94

NOTE 2. CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash, accounts receivable, and contract assets. With regard to cash, we maintain our excess cash balances in checking accounts at primarily twofinancial institutions, onein the United States and onein China. The account in the United States may at times exceed federally insured limits. The Company's $1,239cash balance as of September 30, 2024 included approximately $1,035and $6that was held at banks located in China and Mexico, respectively. We grant credit to customers in the normal course of business and generally do not require collateral on our accounts receivable.

We have certain customers whose revenue individually represented 10% or more of net sales, or whose accounts receivable balances individually represented 10% or more of gross accounts receivable. Onecustomer accounted for 28% and 26% of net sales for the three and nine months ended September 30, 2024, respectively. Twocustomers accounted for 36% and 38% of net sales for both the three and nine months ended September 30, 2023.

As of September 30, 2024, onecustomer represented approximately 22% of our gross accounts receivable. As of December 31, 2023, twocustomers represented approximately 35% of our gross accounts receivable.

Contract assets for threecustomers accounted for44% of gross contract assets as of September 30, 2024. Contract assets for two customers accounted for 34% of gross contract assets as of December 31, 2023.

Export sales from the U.S. represented approximately 2% of net sales for both the three and nine months ended September 30, 2024. Export sales represented approximately 3% of net sales for both three and nine month ended September 30, 2023.

NOTE 3. REVENUE

Revenue Recognition

Revenue under contract manufacturing agreements that was recognized over time accounted for approximately 72% and 73% of net sales for the three and nine months ended September 30, 2024, respectively and approximately 74% of net sales for both the three and nine months ended September 30, 2023, respectively.

The following tables summarize our net sales by market for the three months ended September 30, 2024 and 2023, respectively:

		Three Months Ended September 30, 2024
		Product/ Service Transferred Over Time			Product Transferred at Point in Time			Noncash Consideration1			Total Net Sales by Market
Medical		$	12,711			$	4,435			$	901			$	18,047
Industrial			5,505				2,667				262				8,434
Aerospace and defense			4,394				494				38				4,926
Total net sales		$	22,610			$	7,596			$	1,201			$	31,407

		Three Months Ended September 30, 2023
		Product/ Service Transferred Over Time			Product Transferred at Point in Time			Noncash Consideration1			Total Net Sales by Market
Medical		$	12,029			$	5,185			$	621			$	17,835
Industrial			8,195				1,999				241				10,435
Aerospace and defense			4,609				450				40				5,099
Total net sales		$	24,833			$	7,634			$	902			$	33,369

1	Noncash consideration represents material provided by the customer used in the build of the product.

The following tables summarize our net sales by market for the nine months ended September 30, 2024 and 2023, respectively:

		Nine Months Ended September 30, 2024
		Product/ Service Transferred Over Time			Product Transferred at Point in Time			Noncash Consideration1			Total Net Sales by Market
Medical		$	37,469			$	14,112			$	2,410			$	53,991
Industrial			18,847				7,682				1,114				27,643
Aerospace and defense			16,494				1,231				154				17,879
Total net sales		$	72,810			$	23,025			$	3,678			$	99,513

		Nine Months Ended September 30, 2023
		Product/ Service Transferred Over Time			Product Transferred at Point in Time			Noncash Consideration1			Total Net Sales by Market
Medical		$	42,324			$	15,564			$	1,926			$	59,814
Industrial			21,378				6,532				1,056				28,966
Aerospace and defense			12,523				1,674				301				14,498
Total net sales		$	76,225			$	23,770			$	3,283			$	103,278

1	Noncash consideration represents material provided by the customer used in the build of the product.

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 nine months ended September 30, 2024 were as follows:

Balances as of January 1, 2024		$	14,481
Increase (decrease) attributed to:
Amounts transferred over time to contract assets			72,810
Allowance for current expected credit losses			(15	)
Amounts invoiced during the period			(72,218	)
Balance outstanding as of September 30, 2024		$	15,058

We expect substantially all of the remaining performance obligations for the contract assets recorded as of September 30, 2024 to be transferred to accounts receivable 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.

NOTE 4. FINANCING ARRANGEMENTS

We had a credit agreement with Bank of America, which was entered into on June 15, 2017 and provides for a line of credit arrangement of $16,000, that was to expire on June 15, 2026.

On February 29, 2024, we replaced the asset backed line of credit agreement with a $15,000Senior Secured Revolving Line of Credit with Bank of America (the "Revolver"). The Revolver allows for borrowings at a defined base rate, or at the one, three or six month Secured Overnight Finance Rate, also known as "SOFR," plus a defined margin. If the Company prepays SOFR borrowings before their contractual maturity, the Company has agreed to compensate the bank for lost margin, as defined in the Revolver agreement. The Company is required to quarterly pay a 20-basis point fee on the unused portion of the Revolver.

The Revolver requires the Company to maintain no more than 2.5 times leverage ratio and at least a 1.25 times minimum fixed charges coverage ratio, both of which are defined in the Revolver agreement. The Company met the covenants for the period ended September 30, 2024. There are no subjective acceleration clauses under the Revolver that would accelerate the maturity of outstanding borrowings. The Revolver contains certain covenants which, among other things, require the Company to adhere to regular reporting requirements, abide by shareholder dividend limitations, maintain certain financial performance, and limit the amount of annual capital expenditures. The Revolver is secured by substantially all the Company's assets and expires on February 28, 2027. We were in compliance with all the financial covenants related to this agreement as of and for the period ended September 30, 2024, except for the covenant related to operating expense contributions to our Mexican operations in the first and second quarters of 2024 in excess of the amounts allowed under the Revolver. We received a waiver of this event of default from the bank in August 2024.

Under the amended Bank of America credit agreement signed February 29, 2024, the line of credit is subject to variations in the SOFR index rate. Under the prior credit agreement with Bank of America, the line of credit borrowing availability was restricted by a defined asset borrowing base, and interest was based on variations in the Bloomberg Short-Term Bank Yield (BSBY) index rate. Our line of credit bears interest at a weighted-average interest rate of 7.9% and 8.3% as of September 30, 2024 and December 31, 2023, respectively. We had borrowings on our line of credit of $9,550and $5,846outstanding as of September 30, 2024 and December 31, 2023, respectively. As of September 30, 2024 we had unused availability on the line of credit of $5,450.

The Company has an interim funding agreement as of September 30, 2024 with a bank related to $317 of deposits made on equipment purchases that will be funded through a finance lease when the equipment is received and operational. As of September 30, we have $317 outstanding on the interim funding agreement for equipment we expect to receive in the fourth quarter of 2024.

The line of credit is shown net of debt issuance costs of $42and $31on the condensed consolidated balance sheet as of September 30, 2024 and December 31, 2023, respectively.

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 oneto five yearsor 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. We amended our operating leases for part of our manufacturing facility in China and our corporate office in Maple Grove, Minnesota during the first nine months of 2024 which extended the lease through August of 2033 with monthly lease payments of $14to $18. As of September 30, 2024, we have a lease commitment of approximately $400for a finance lease that will commence in the fourth quarter of 2024.

The components of lease expense were as follows:

		Three Months Ended September 30,
Lease Cost		2024			2023
Operating lease cost		$	569			$	576
Finance lease interest cost			6				9
Finance lease amortization expense			265				182
Total lease cost		$	840			$	767

		Nine Months Ended September 30,
Lease Cost		2024			2023
Operating lease cost		$	1,746			$	1,735
Finance lease interest cost			18				32
Finance lease amortization expense			394				546
Total lease cost		$	2,158			$	2,313

Supplemental condensed consolidated balance sheet information related to leases was as follows:

		Balance Sheet Location		September 30, 2024			December 31, 2023
Assets
Finance lease assets		Property and equipment, net		$	485			$	636
Operating lease assets		Operating lease assets, net			8,034				6,917
Total leased assets				$	8,519			$	7,553
Liabilities
Current
Current finance lease liabilities		Current portion of finance lease obligations		$	175			$	356
Current operating lease liabilities		Current portion of operating lease obligations			1,174				1,033
Noncurrent
Long-term finance lease liabilities		Long-term finance lease liabilities, net of current portion			340				209
Long-term operating lease liabilities		Long-term operating lease obligations, net of current portion			7,689				6,763
Total lease liabilities				$	9,378			$	8,361

Supplemental condensed consolidated statement of cash flows information for the nine months ended September 30, 2024 related to leases was as follows:

		September 30,			September 30,
		2024			2023
Operating Leases
Cash paid for amounts included in the measurement of lease liabilities		$	468			$	1,381
Property acquired under operating lease		$	1,923			$	-

Future payments of lease liabilities as of September 30, 2024 were as follows:

		Operating Leases			Finance Leases			Total
2024		$	469			$	70			$	539
2025			1,809				165				1,974
2026			1,774				168				1,942
2027			1,472				60				1,532
2028			1,469				60				1,529
Thereafter			5,505				44				5,549
Total lease payments		$	12,498			$	567			$	13,065
Less: imputed interest			(3,635	)			(52	)			(3,687	)
Present value of lease liabilities		$	8,863			$	515			$	9,378

The lease term and discount rate as of September 30, 2024 were as follows:

Weighted-average remaining lease term (years)
Operating leases			7.9
Finance leases			3.4
Weighted-average discount rate
Operating leases			7.8	%
Finance leases			5.7	%

NOTE 6. STOCK BASED AWARDS

Stock-based compensation expense was reported as follows in the condensed consolidated statements of operations within general and administrative expenses of $127and $80for the three months ended September 30, 2024 and 2023, respectively, and $334and $299 for the nine months ended September 30, 2024 and 2023, respectively.

Stock Options

In May 2017, the shareholders approved the 2017 Stock Incentive Plan which authorized the issuance of 350,000shares. An additional 50,000, 175,000, 100,000and 100,000shares were authorized in March 2020, May 2022, May 2023 and May 2024, respectively.

We granted 1,000and 23,000, respectively, service-based stock options during the three and nine months ended September 30, 2024, respectively. The weighted-average grant-date fair value of options granted during the nine months ended September 30, 2024 was $8.20. We granted 25,000and 54,000, respectively, service-based stock options during the three and nine months ended September 30, 2023. Weighted average stock option fair value assumptions and the weighted average grant date fair value of stock options granted were as follows:

		2024			2023
Stock option fair value assumptions:
Risk-free interest rate			4.38	%			3.45	%
Expected life (years)			6.0				6.5
Dividend yield			0	%			0	%
Expected volatility			58	%			60	%
Weighted average grant date fair value of stock options granted		$	6.49			$	5.67

Total compensation expense related to stock options was $61and $184for the three and nine months ended September 30, 2024, respectively. Total compensation expense related to stock options was $42and $184for the three and nine months ended September 30, 2023, respectively. As of September 30, 2024, there was $775of unrecognized compensation related to stock options which will be recognized over a weighted average period of 3.6years.

Following is the status of option activity for the nine months ended and as of September 30, 2024:

		Shares			Weighted- Average Exercise Price Per Share			Weighted- Average Remaining Contractual Term (in years)			Aggregate Intrinsic Value
Outstanding - December 31, 2023			458,700			$	6.63				6.53			$	1,432
Granted			23,000				11.08
Exercised			(5,500	)			5.42
Forfeited			(12,400	)			10.13
Outstanding - September 30, 2024			463,800			$	6.78				5.94			$	2,301
Exercisable on September 30, 2024			284,500			$	4.77				4.43			$	1,979

Restricted Stock Units

During the three and nine months ended September 30, 2024 and 2023, we granted 15,141and 18,000restricted stock units ("RSUs"), respectively, at an average grant price per share of $11.06and $9.37, respectively, under our 2017 Stock Incentive Plan to non-employee directors which vest over two years. Total compensation expense related to the RSUs was $66and $150for the three and nine months ended September 30, 2024, respectively. Total compensation expense related to the RSUs was $38and $113for the three and nine months ended September 30, 2023, respectively. As of September 30, 2024, total unrecognized compensation expense related to the RSUs was $153, which will vest over a weighted average period of 0.6years.

Following is the status of restricted stock activity for the nine months ended and as of September 30, 2024:

		Shares			Weighted- Average Remaining Vesting Term (in years)			Aggregate Intrinsic Value
Outstanding - December 31, 2023			27,000				1.0			$	254
Granted			15,141
Vested			(16,500	)
Forfeited			(1,500	)
Outstanding - September 30, 2024			24,141				0.6			$	283

NOTE 7. NET (LOSS) INCOME PER SHARE DATA

Basic net (loss) income per common share is calculated by dividing net (loss) income by the weighted average number of common shares outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average number of common shares outstanding using the treasury stock method during the period. The Company's potentially dilutive common shares are those that result from dilutive common stock options and non-vested stock relating to restricted stock units. In a period where the Company incurs a net loss, the Company excludes dilutive securities, and the shares used for the basic and diluted loss per share are the same.

The calculation of diluted (loss) income per shared excluded 189,265and 93,391in weighted average shares for the three and nine months ended September 30, 2024, respectively, and 64,322and 52,896in weighted average shares for the three and nine months ended September 30, 2023, respectively, as their effect was anti-dilutive. Basic and diluted weighted average shares outstanding were as follows:

		Three Months Ended September 30,			Nine Months Ended September 30,
		2024			2023			2024			2023
Basic weighted average shares outstanding			2,760,438				2,737,895				2,754,399				2,716,166
Dilutive effect of outstanding stock options and non-vested restricted stock units			-				150,783				176,944				171,723
Diluted weighted average shares outstanding			2,760,438				2,888,679				2,931,343				2,887,889

NOTE 8. 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.

Our effective tax rate for the three and nine months ended September 30, 2024 was 8% and 62%, respectively. Our effective tax rate for the three and nine months ended September 30, 2023 was (21%)and13%, respectively. The primary drivers of the change in rate relate to changes in pretax book income and the 2023 U.S. federal provision to return adjustments recorded in the third quarter of 2024, partially offset by realization of deferred tax assets in the 2024 periods as the Company removed its valuation allowance in the fourth quarter of 2023.

NOTE 9. RESTRUCTURING CHARGES

During the first nine months of 2024, we accrued restructuring charges of $267related to the closure and consolidation of our Blue Earth, Minnesota production facility, which is planned to be completed in the fourth quarter of 2024. There were no restructuring charges or amounts accrued in the nine months ended September 30, 2023.

NOTE 10. PAYROLL TAX DEFERRAL

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was signed into law which allowed for the deferral of the employer portion of social security taxes incurred through the end of calendar 2020. During the year ended December 31, 2023, the Company remitted $1,158to the Internal Revenue Service ("IRS") related to the deferral of payroll taxes, of which $785was recorded as a refund receivable as of December 31, 2023, with a corresponding liability due. These amounts were settled during the first quarter of 2024.

NOTE 11. RELATED PARTY TRANSACTIONS

David Kunin, our Chairman, is a minority owner of Abilitech Medical, Inc. We have accounts receivable related to Abilitech of $85. Payments of $28were received during the three months ended March 31, 2024. Abilitech has ceased operations and therefore we do not believe that Abilitech will pay the Company for outstanding accounts receivable, and we have recorded a full allowance against the gross amount. The Company believes that transactions with Abilitech were on terms comparable to those that the Company could reasonably expect in an arm's length transaction with an unrelated third party.

David Kunin, our Chairman, is a minority owner (less than 10%) of Marpe Technologies, LTD an early-stage medical device company dedicated to the early detection of skin cancer through full body scanners. Mr. Kunin is also a member of the Board of Directors of Marpe Technologies. The Company has an agreement 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 $1,000conditional grant. The Company and Marpe Technologies will each receive $500from the BIRD Foundation and, among other obligations under the grant, each is required to contribute $500to match grant funds from the BIRD Foundation. The Company has met 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 Company's contribution will not exceed $500. Marpe is engaged in raising funds for its operations, which funds are necessary to pay for the Company's services beyond its contribution. The Company will receive a 10-year exclusive right to manufacture the products of Marpe Technologies. There can be no assurances that Marpe Technologies' medical device operations will be commercially successful, that Marpe Technologies will be successful in raising additional funds to finance its operations or, if commercially successful, the Company will recover the value of services provided to Marpe if not paid when the services are provided. The transactions between the Company and Marpe Technologies have been approved by the Audit Committee pursuant to the Company Related-Party Transactions Policy. During the three months ended September 30, 2024 and 2023, we recognized net sales to Marpe Technologies of $8and $0, respectively. During the nine months ended September 30, 2024 and 2023, we recognized net sales to Marpe Technologies of $75and $163, respectively. The Company believes that transactions with Marpe are on terms comparable to those that the Company could reasonably expect in an arm's length transaction with an unrelated third party.

ITEM 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations

Overview

We are a Minnesota, United States based full-service global EMS contract manufacturer in the Medical, Aerospace & Defense and Industrial markets offering a full range of value-added engineering, technical and manufacturing services and support including project management, design, testing, prototyping, manufacturing, supply chain management and post-market services. Our products are complex electromedical and electromechanical products including medical devices, wire and cable assemblies, printed circuit board assemblies, complex higher-level assemblies and other box builds for a wide range of industries. We serve three major markets within the EMS industry: Medical, Aerospace and Defense, and the Industrial market which includes industrial capital equipment, transportation, vision, agriculture, oil and gas. As of September 30, 2024, we have facilities in Minnesota: Bemidji, Blue Earth, Mankato, Milaca and Maple Grove (corporate office). We also have facilities in Monterrey, Mexico and Suzhou, China. In May, 2024, we announced the closure of our Blue Earth facility by the end of 2024 and moving its operations to our Bemidji facility.

All dollar amounts are stated in thousands of U.S. dollars.

Results of Operations

Net Sales. Net sales for the three months ended September 30, 2024 and 2023 were $31,407 and $33,369, respectively, a decrease of $1,962 or 5.9%. Net sales for the nine months ended September 30, 2024 and 2023 were $99,513 and $103,278, respectively, a decrease of $3,765 or 3.6%. The following is a summary of net sales by our major industry markets:

		Three Months Ended September 30,
		2024			2023			Increase (Decrease)
Medical		$	18,047			$	17,835			$	212				1.2	%
Industrial			8,434				10,435				(2,001	)			(19.2	)%
Aerospace and defense			4,926				5,099				(173	)			(3.4	)%
Total net sales		$	31,407			$	33,369			$	(1,962	)			(5.9	)%

		Nine Months Ended September 30,
		2024			2023			Increase (Decrease)
Medical		$	53,991			$	59,814			$	(5,823	)			(9.7	)%
Industrial			27,643				28,966				(1,323	)			(4.6	)%
Aerospace and defense			17,879				14,498				3,381				23.3	%
Total net sales		$	99,513			$	103,278			$	(3,765	)			(3.6	)%

	●	Medical: Net sales to our medical customers increased $212, or 1.2%, in the three months ended September 30, 2024 as compared with the same period in 2023, and decreased $5,823, or 9.7%, in the nine months ended September 30, 2024 as compared with the same period in 2023. The decrease in the nine-month comparison was primarily due to inventory re-balancing with existing customers, timing of customer product launches and lower average sales prices in anticipation of moving several programs for one customer to our Monterrey, Mexico facility which will be completed in the fourth quarter of 2024.
	●	Industrial: Net sales to our industrial customers decreased $2,001, or 19.2%, in the three months ended September 30, 2024 as compared with the same period in 2023, and $1,323, or 4.6%, in the nine months ended September 30, 2024 as compared with the same period in 2023. The decrease in net sales was primarily due to industrial customer's efforts to reduce their inventory investments, delayed program launches with several customers as well as sales headwinds in several markets for which we provide products for these customers.
	●	Aerospace and defense: Net sales to our aerospace and defense customers decreased $173, or 3.4%, in the three months ended September 30, 2024, as compared with the same period in 2023, and increased $3,381, or 23.3% in the nine months ended September 30, 2024, as compared with the same period in 2023. The increase in net sales in the nine-month comparison relates to increasing demand in the aerospace and defense market, and improved supply chain availability of component materials.

Backlog. Our 90-day shipment backlog as of September 30, 2024 was $29,631, down 1.5% from June 30, 2024, and 12.3% from the prior-year comparable quarter end. Our 90-day backlog consists of firm purchase orders we expect to ship in the next 90 days, with any remaining amounts to be shipped within 180 days.

Our total order backlog as of September 30, 2024 was $69,770, a 4.8% decrease from the prior quarter end and a 31.8% decrease from the prior-year comparable quarter end. As the supply chain lead times have normalized, customers are returning to their pre-pandemic ordering practices, which has resulted in a decrease in our backlog. We continue to experience reduced visibility to revenues in the next several quarters as customers are rebalancing their inventories and, therefore, deferring the placement of some orders.

90-day and total shipment backlog by our major industry markets are as follows:

		September 30, 2024			June 30, 2024			September 30, 2023
		90 Day			Total			90 Day			Total			90 Day			Total
Medical		$	15,684			$	35,354			$	15,906			$	34,450			$	16,775			$	51,394
Industrial			7,200				9,445				6,398				11,423				9,656				19,680
Aerospace and defense			6,747				24,971				7,791				27,423				7,337				31,260
Total backlog		$	29,631			$	69,770			$	30,095			$	73,296			$	33,768			$	102,334

The 90-day and total backlog as of September 30, 2024 includes orders already recognized in net sales and included in the contract asset value of $15,058.

Operating Costs and Expenses.

Net sales, cost of goods sold, gross profit, and operating costs were as follows:

		Three Months Ended September 30,
		2024			2023			Increase/(Decrease)
Net sales		$	31,407			$	33,369			$	(1,962	)			(5.9	)%
Cost of goods sold			27,572				28,050				(478	)			(1.7	)%
Gross profit			3,835				5,319				(1,484	)			(27.9	)%
Gross margin percentage (1)			12.2	%			15.9	%			(370	)bpc(2)
Selling			891				923				(32	)			(3.5	)%
% of Net sales			2.7	%			2.8	%
General and administrative			2,950				2,958				(8	)			2.6	%
% of Net sales			9.4	%			8.9	%
Restructuring charges			176				-				176				-	%
% of Net sales			0.6	%			-	%
Research and development			284				314				(30	)			(9.6	)%
% of Net sales			0.9	%			0.9	%
Operating income			(467	)			1,124				(1,591	)			(141.5	)%
% of Net sales			(1.5	)%			3.4	%

	(1)	Gross margin percentage is defined as gross profit as a percentage of net sales.
	(2)	Basis points change in gross margin percentage.

		Nine Months Ended September 30,
		2024			2023			Increase/(Decrease)
Net sales		$	99,513			$	103,278			$	(3,765	)			(3.6	)%
Cost of goods sold			85,613				87,001				(1,388	)			(1.6	)%
Gross profit			13,900				16,277				(2,377	)			(14.6	)%
Gross margin percentage (1)			14.0	%			15.8	%			(180	)bpc(2)
Selling			2,605				2,766				(161	)			(5.8	)%
% of Net sales			2.6	%			2.7	%
General and administrative			9,103				9,328				(225	)			(2.4	)%
% of Net sales			9.1	%			9.0	%
Restructuring charges			267				-				267				-	%
% of Net sales			0.3	%			-	%
Research and development			893				907				(14	)			(1.5	)%
% of Net sales			0.9	%			0.9	%
Operating income			1,032				3,276				(2,244	)			(68.5	)%
% of Net sales			1.0	%			3.2	%

	(1)	Gross margin percentage is defined as gross profit as a percentage of net sales.
	(2)	Basis points change in gross margin percentage.

Gross profit and gross margins. Gross profit as a percent of net sales was 12.2% and 15.9% for the three months ended September 30, 2024 and 2023, respectively. Gross profit as a percent of net sales was 14.0% and 15.8% for the nine months ended September 30, 2024 and 2023, respectively. The decrease in gross profit as a percentage of net sales in 2024 as compared with the same prior-year periods was the result of lower net sales, as discussed above, and corresponding lower operating leverage from reduced production at a number of our manufacturing facilities.

Selling expenses. Selling expenses were decreased slightly in the three and nine months ended September 30, 2024 and 2023 as the result of lower incentive compensation accruals in the current-year periods.

General and administrative expenses. General and administrative expenses decreased slightly in the 2024 periods as compared with the 2023 periods as the result of lower incentive compensation accruals in the current-year periods.

Restructuring charges. Restructuring charges were $176 and $267 in the three and nine months ended September 30, 2024, respectively, for accrued employee retention bonuses for our facility consolidation and closure of our Blue Earth facility. We expect to incur approximately $800 of cash restructuring costs, including employee retention and facility moving cost in 2024, of which substantially all are expected to be incurred and paid by December 2024.

Operating income. Operating (loss) income for the three months ended September 30, 2024 and 2023 were $(467) or (1.5)% of net sales, and $1,124 or 3.4% of net sales, respectively. Operating income for the nine months ended September 30, 2024 and 2023 were $1,032 or 1.0% of net sales and $3,276 or 3.2% of net sales, respectively. Decreases in both periods were driven by the decrease in net sales and resulting gross margin.

Other expense

Interest expense. Interest expense was $216 and $130 for the three months ended September 30, 2024 and 2023, respectively. Interest expense was $548 and $365 for the nine months ended September 30, 2024 and 2023, respectively. This increase was driven by higher borrowings under our line of credit arrangement. Refer to "Liquidity and Capital Resources" for further discussion of financing arrangements.

Income taxes. Our effective tax rate for the three and nine months ended September 30, 2024 was 8% and 62%, respectively. Our effective tax rate for the three and nine months ended September 30, 2023 was (21%) and 13%, respectively. The primary drivers of the change in rate relate to changes in pretax book income and the 2023 U.S. federal provision to return adjustments recorded in the third quarter of 2024, partially offset by realization of deferred tax assets in the 2024 periods as the Company removed its valuation allowance in the fourth quarter of 2023.

Cash Flow Operating Results

The following is a summary of cash flow results:

		Nine Months Ended September 30,
		2024			2023
Cash provided by (used in):
Operating activities		$	(3,043	)		$	2,181
Investing activities			(971	)			(1,121	)
Financing activities			3,561				(2,388	)
Effect of exchange rates on changes in cash and cash equivalents			17				(32	)
Net change in cash and cash equivalents		$	(436	)		$	(1,360	)

Operating Activities. Cash used in operating activities was $3,043 in the first nine months of 2024, compared with cash provided of $2,181 in the same prior-year period. Significant changes in operating assets and liabilities affecting cash flows during these periods included:

	●	Cash provided by accounts receivable and contract assets was $2,150 in the nine months ended September 30, 2024 as compared with cash usage of $1,942 in the same prior-year period. The improved cash flow in the current year was due to the timing of customer payments in the fourth quarter of 2023 as compared with the fourth quarter of 2022, both of which impacted cash collections in the subsequent year.
	●	Cash used in inventory was $922 in the nine months ended September 30, 2024 as compared with cash provided of $899 in the prior-year period. The increase in the current-year period cash usage was the result of normal timing variances of inventory purchases and timing of product shipments and increased inventory levels to support the transition of manufacturing from our Blue Earth facility to our Bemidji plant.
	●	Cash used by changes in accounts payable was $3,609 in the current-year period as compared with cash use of $1,636 in the same prior-year period, primarily related to the timing of cash payments.
	●	Cash provided by customer deposits was $1,195 in the nine months ended September 30, 2024 as compared with cash provided of $345 in the same prior-year period which is driven by timing of customer deposits received before the quarter end.

Investing Activities. Cash used in investing activities was $971 in the first nine months of 2024, compared with cash used of $1,121 in the same prior-year period, both primarily for capital expenditures.

Financing Activities. Cash provided by financing activities was $3,561in the first nine months of 2024, compared with cash used of $2,388 in the same prior-year period. The increase in cash provided by financing activities resulted from the cash used for working capital in the nine months ended September 30, 2024.

Liquidity and Capital Resources

We believe that our existing financing arrangements, anticipated cash flows from operations and cash on hand will be sufficient to satisfy our working capital needs for the next twelve months, capital expenditures and debt repayments.

Credit Facility. We had a credit agreement with Bank of America, which was entered into on June 15, 2017 and provided for a line of credit arrangement of $16,000, that was to expire on June 15, 2026.

On February 29, 2024, we replaced the asset backed line of credit agreement with a $15,000 Senior Secured Revolving Line of Credit with Bank of America (the "Revolver"). The Revolver allows for borrowings at a defined base rate, or at the one, three or six month Secured Overnight Finance Rate, also known as "SOFR," plus a defined margin. If the Company prepays SOFR borrowings before their contractual maturity, the Company has agreed to compensate the bank for lost margin, as defined in the Revolver agreement. The Company is required to quarterly pay a 20-basis point fee on the unused portion of the Revolver.

The Revolver requires the Company to maintain no more than 2.5 times leverage ratio and at least a 1.25 times minimum fixed charges coverage ratio, both of which are defined in the Revolver agreement. The Company met the covenants for the period ended September 30, 2024. There are no subjective acceleration clauses under the Revolver that would accelerate the maturity of outstanding borrowings. The Revolver contains certain covenants which, among other things, require the Company to adhere to regular reporting requirements, abide by shareholder dividend limitations, maintain certain financial performance, and limit the amount of annual capital expenditures. The Revolver is secured by substantially all the Company's assets and expires on February 28, 2027. We were in compliance with all the financial covenants related to this agreement as of and for the period ended September 30, 2024, except for the covenant related to operating expense contributions to our Mexican operations in the first and second quarters of 2024 in excess of the amounts allowed under the Revolver. We received a waiver of this event of default from the bank in August 2024.

Under the amended Bank of America credit agreement signed February 29, 2024, the line of credit is subject to variations in the SOFR index rate. Under the prior credit agreement with Bank of America, the line of credit borrowing availability was restricted by a defined asset borrowing base, and interest was based on variations in the Bloomberg Short-Term Bank Yield (BSBY) index rate. Our line of credit bears interest at a weighted-average interest rate of 7.9% and 8.3% as of September 30, 2024 and December 31, 2023, respectively. We had borrowings on our line of credit of $9,550 and $5,846 outstanding as of September 30, 2024 and December 31, 2023, respectively. As of September 30, 2024 we had unused availability on the line of credit of $5,450.

The Company has an interim funding agreement as of September 30, 2024 with a bank related to $317 of deposits made on equipment purchases that will be funded through a finance lease when the equipment is received and operational. As of September 30, we have $317 outstanding on the interim funding agreement for equipment we expect to receive in the fourth quarter of 2024.

The line of credit is shown net of debt issuance costs of $42 and $31 on the condensed consolidated balance sheet as of September 30, 2024 and December 31, 2023, respectively.

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.

Forward-Looking Statements

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

	♦	Volatility in the marketplace which may affect market supply, demand of our products or currency exchange rates;
	♦	Supply chain disruption and unreliability;
	♦	Lack of supply of sufficient human resources to produce our products;
	♦	Increased competition from within the EMS industry or the decision of OEMs to cease or limit outsourcing;
	♦	Changes in the reliability and efficiency of our operating facilities or those of third parties;
	♦	Increases in certain raw material costs such as copper and oil;
	♦	Commodity and energy cost instability;
	♦	Risks related to FDA noncompliance;
	♦	The loss of a major customer;
	♦	General economic, financial and business conditions that could affect our financial condition and results of operations;
	♦	Increased or unanticipated costs related to compliance with securities and environmental regulation;
	♦	Disruption of global or local information management systems due to natural disaster or cyber-security incident;
	♦	Outbreaks of epidemic, pandemic, or contagious diseases, such as the recent novel coronavirus that affect our operations, our customers' operations or our suppliers' operations.

The factors identified above are believed to be important factors (but not necessarily all of the important factors) that could cause actual results to differ materially from those expressed in any forward-looking statement made by us. Discussion of these factors is also incorporated in Part I, Item 1A, "Risk Factors," and should be considered an integral part of Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations." Unpredictable or unknown factors not discussed herein could also have material adverse effects on forward-looking statements. All forward-looking statements included in this Form 10-K are expressly qualified in their entirety by the forgoing cautionary statements. We undertake no obligation to update publicly any forward-looking statement (or its associated cautionary language) whether as a result of new information or future events.

Please refer to forward-looking statements and risks as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control Over Financial Reporting

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

PART II

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

We are affected by the risks specific to us as well as factors that affect all businesses operating in a global market. The significant factors known to us that could materially adversely affect our business, financial condition or operating results or could cause our actual results to differ materially from our expectations are described in our annual report on Form 10-K for the fiscal year ended under the heading "Part I - Item 1A.Risk Factors." There have been no material changes in the risk factors from those disclosed in the Annual Report on Form 10-K for the year ended December 31, 2023.

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

In June 2024, the Company authorized the repurchase of $100,000 of its Common Stock. As of September 30, 2024, 5,810 shares of Common Stock have been repurchased under this program at a weighted average price of $11.95 per share totaling $69,430.

ITEM 3. DEFAULTS ON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits
31.1*		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
31.2*		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
32*		Certification of the Chief Executive Officer and Chief Financial Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*		Financial statements from the quarterly report on Form 10-Q for the quarter ended September 30, 2024, formatted in XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Loss, (iii) Condensed Consolidated Statements of Cash Flows, and (iv) the Condensed Notes to Condensed Consolidated Financial Statements.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*Filed herewith

Signatures

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

Nortech Systems Incorporated and Subsidiaries
Date: November 7, 2024	by	/s/ Jay D. Miller
		Jay D. Miller
		Chief Executive Officer and President
		Nortech Systems Incorporated
Date: November 7, 2024	by	/s/ Andrew D. C. LaFrence
		Andrew D. C. LaFrence
		Chief Financial Officer and Senior Vice President of Finance
		Nortech Systems Incorporated