NORTECH SYSTEMS INC - Quarter Report: 2017 September (Form 10-Q)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-Q

 

(Mark One)

 

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

 

For the quarterly period ended September 30, 2017

 

OR

 

o  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

 

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 x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted 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 x No o

 

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.

 

 

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. o

 

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

 

Number of shares of $.01 par value common stock outstanding at November 3, 2017 was 2,739,251.

 

 

Table of Contents

 

TABLE OF CONTENTS

 

			PAGE
PART I - FINANCIAL INFORMATION
	Item 1  -	Financial Statements
		Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)	3
		Condensed Consolidated Balance Sheets	4
		Condensed Consolidated Statements of Cash Flows	5
		Notes to Condensed Consolidated Financial Statements	6-16
	Item 2  -	Management’s Discussion and Analysis of Financial Condition And Results of Operations	17-23
	Item 4  -	Controls and Procedures	23
PART II - OTHER INFORMATION
	Item 1  -	Legal Proceedings	24
	Item 2  -	Unregistered Sales of Equity Securities and Use of Proceeds	24
	Item 6  -	Exhibits	24
SIGNATURES			25

 

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PART 1

 

ITEM 1.  FINANCIAL STATEMENTS

 

NORTECH SYSTEMS INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

 

		THREE MONTHS ENDED SEPTEMBER 30,						NINE MONTHS ENDED SEPTEMBER 30,
		2017			2016			2017			2016
Net Sales		$	28,310,230		$	29,718,414		$	86,762,131		$	87,613,591
Cost of Goods Sold		24,794,135			25,932,437			76,789,388			77,326,346
Gross Profit		3,516,095			3,785,977			9,972,743			10,287,245
Operating Expenses
Selling Expenses		1,144,193			1,122,494			3,676,463			3,736,319
General and Administrative Expenses		2,087,489			2,473,719			6,152,096			6,250,150
Gain on Sale of Property and Equipment		—			—			(355,336		)	—
Total Operating Expenses		3,231,682			3,596,213			9,473,223			9,986,469
Income from Operations		284,413			189,764			499,520			300,776
Other Expense
Loss on Extinguishment of Debt		—			—			(174,834		)	—
Interest Expense		(171,699		)	(139,458		)	(452,695		)	(410,727		)
Income (Loss) Before Income Taxes		112,714			50,306			(128,009		)	(109,951		)
Income Tax Expense (Benefit)		69,343			(13,000		)	(141,061		)	(56,000		)
Net Income (Loss)		$	43,371		$	63,306		$	13,052		$	(53,951	)
Income (Loss) Per Common Share:
Basic (in dollars per share)		$	0.02		$	0.02		$	0.00		$	(0.02	)
Weighted Average Number of Common Shares Outstanding - Basic (in shares)		2,747,168			2,747,832			2,747,608			2,747,288
Diluted (in dollars per share)		$	0.02		$	0.02		$	0.00		$	(0.02	)
Weighted Average Number of Common Shares Outstanding - Diluted (in shares)		2,748,533			2,749,944			2,748,973			2,747,288
Other Comprehensive Loss
Foreign Currency Translation		$	(186	)	$	—		$	(3,248	)	$	—
Comprehensive Income (Loss), Net of Tax		$	43,185		$	63,306		$	9,804		$	(53,951	)

 

See Accompanying Notes to the Condensed Consolidated Financial Statements

 

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NORTECH SYSTEMS INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

		SEPTEMBER 30,			DECEMBER 31,
		2017			2016(1)
		(Unaudited)
ASSETS
Current Assets
Cash		$	530,764		$	268,204
Restricted Cash		541,795			—
Accounts Receivable, less allowances of $163,400 and $883,000		18,312,667			17,320,784
Inventories		21,068,366			20,653,841
Prepaid Expenses		1,044,159			1,048,373
Income Taxes Receivable		323,198			198,535
Total Current Assets		41,820,949			39,489,737
Property and Equipment, Net		10,104,568			10,330,834
Other Intangible Assets, Net		1,779,481			1,861,764
Goodwill		3,283,454			3,283,454
Deferred Tax Assets		528,000			543,000
Other Assets		7,726			7,726
Total Assets		$	57,524,178		$	55,516,515
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Current Maturities of Long-Term Debt		$	990,755		$	1,565,347
Current Portion of Capital Lease Obligation		169,131			—
Accounts Payable		14,801,233			13,825,530
Accrued Payroll and Commissions		2,429,767			3,311,693
Other Accrued Liabilities		2,541,226			1,603,069
Income Taxes Payable		6,328			—
Total Current Liabilities		20,938,440			20,305,639
Long-Term Liabilities
Long-Term Line of Credit		8,481,396			7,315,262
Long-Term Debt, Net of Current Maturities		4,611,826			4,891,631
Long-Term Capital Lease Obligation, Net of Current Portion		802,497			—
Other Long-Term Liabilities		356,416			689,195
Total Long-Term Liabilities		14,252,135			12,896,088
Total Liabilities		35,190,575			33,201,727
Commitments and Contingencies
Shareholders’ Equity
Preferred Stock, $1 par value; 1,000,000 Shares Authorized: 250,000 Shares Issued and Outstanding		250,000			250,000
Common Stock - $0.01 par value; 9,000,000 Shares Authorized: 2,743,008 Shares Issued and Outstanding, respectively		27,430			27,478
Additional Paid-In Capital		15,755,724			15,746,665
Accumulated Other Comprehensive Loss		(47,693		)	(44,445		)
Retained Earnings		6,348,142			6,335,090
Total Shareholders’ Equity		22,333,603			22,314,788
Total Liabilities and Shareholders’ Equity		$	57,524,178		$	55,516,515

 

(1)         The balance sheet at December 31, 2016 has been derived from the audited consolidated financial statements at that date

 

See Accompanying Notes to the Condensed Consolidated Financial Statements

 

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NORTECH SYSTEMS INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

		NINE MONTHS ENDED
		SEPTEMBER 30,
		2017			2016
Cash Flows From Operating Activities
Net Income (Loss)		$	13,052		$	(53,951	)
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities
Depreciation		1,636,040			1,565,716
Amortization		236,759			142,991
Compensation on Stock-Based Awards		25,920			994
Loss on Extinguishment of Debt		16,756			—
Compensation on Equity Appreciation Rights		(3,527		)	5,950
Change in Contingent Consideration		(299,991		)	—
Deferred Taxes		15,000			33,329
Change in Accounts Receivable Allowance		(719,919		)	312,421
Change in Inventory Reserves		271,845			(104,341		)
(Gain) Loss on Disposal of Property and Equipment		(355,336		)	2,473
Changes in Current Operating Items
Accounts Receivable		(271,964		)	430,647
Inventories		(686,370		)	(1,452,737		)
Prepaid Expenses		4,214			323,344
Income Taxes Receivable		(124,663		)	(207,295		)
Income Taxes Payable		6,328			(7,382		)
Accounts Payable		823,669			1,857,082
Accrued Payroll and Commissions		(881,926		)	(595,628		)
Other Accrued Liabilities		908,896			(378,606		)
Net Cash Provided by Operating Activities		614,783			1,875,007
Cash Flows from Investing Activities
Proceeds from Sale of Property and Equipment		668,786			3,000
Purchase of Intangible Asset		(100,000		)	—
Purchases of Property and Equipment		(573,724		)	(1,663,821		)
Net Cash Used in Investing Activities		(4,938		)	(1,660,821		)
Cash Flows from Financing Activities
Net Change in Line of Credit		1,166,134			522,031
Proceeds from Long-Term Debt		5,123,000			466,000
Principal Payments on Long-Term Debt		(5,623,110		)	(1,121,624		)
Loss on Extinguishment of Debt		(158,078		)	—
Debt Issuance Costs		(267,442		)	—
Share Repurchases		(16,909		)	—
Excess Tax Benefits from Stock-Based Compensation		—			(25,209		)
Proceeds from Issuance of Common Stock		—			4,822
Net Cash Provided by (Used in) Financing Activities		223,595			(153,980		)
Effect of Exchange Rate Changes on Cash		(29,085		)	—
Net Change in Cash		804,355			60,206
Cash - Beginning of Period		268,204			887
Cash - Ending of Period		$	1,072,559		$	61,093
Reconciliation of cash and restricted cash reported within the condensed consolidated balance sheets
Cash		$	530,764		$	61,093
Restricted Cash		541,795			—
Total Cash and restricted cash reported in the condensed consolidated statements of cash flows		$	1,072,559		$	61,093
Supplemental Disclosure of Cash Flow Information:
Cash Paid During the Period for Interest		$	382,578		$	394,339
Cash Refunded During the Period for Income Taxes		22,145			—
Supplemental Noncash Investing and Financing Activities:
Property and Equipment Purchases in Accounts Payable		193,004			31,068
Equipment Acquired under Capital Lease		971,628			—

 

See Accompanying Notes to the Condensed Consolidated Financial Statements

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements for the interim periods have been prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the financial information and footnotes required by GAAP for complete financial statements, although we believe the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2016. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year or for any other interim period. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.

 

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

 

Principles of Consolidation

 

The condensed consolidated financial statements include the accounts of Nortech Systems Incorporated and its wholly-owned subsidiaries, Manufacturing Assembly Solutions of Monterrey, Inc., and Nortech Systems Hong Kong Company, Limited and its subsidiary, Nortech Systems Suzhou Company, Limited. All significant intercompany accounts and transactions have been eliminated.

 

Reclassifications

 

Certain reclassifications have been made to the prior year Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2016 to conform to the current year presentation. In the current year we revised our presentation of non-cash changes in the accounts receivable allowance and changes in inventory reserves on the Condensed Consolidated Statements of Cash Flows to show these amounts separately. Prior year amounts were reclassified to conform with current year presentation, which decreased cash provided by accounts receivable by $312,421 and decreased cash used in inventories by $104,341 for the nine months ended September 30, 2016.

 

Also in the current year we revised our prior year presentation of borrowings and repayments on our line of credit on the Condensed Consolidated Statements of Cash Flows to show the amounts together as the net change in our line of credit.

 

There was no change in total net cash provided by operating activities or cash used by financing activities for the nine months ended September 30, 2016. These changes have no impact on the Condensed Consolidated Balance Sheets or the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

 

Revenue Recognition

 

We recognize manufacturing revenue when we ship goods or the goods are received by our customer, when title has passed, all contractual obligations have been satisfied, the price is fixed or determinable and collection of

 

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the resulting receivable is reasonably assured. Generally, there are no formal substantive customer acceptance requirements or further obligations related to manufacturing services. If such requirements or obligations exist, then we recognize the related revenues at the time when such requirements are completed and the obligations are fulfilled. We also provide engineering services separate from the manufacture of a product. Revenue for engineering services is generally recognized on a time and material basis or upon completion of the engineering process. In addition, we have another separate source of revenue that comes from short-term repair services, which are recognized when the repairs are completed and the repaired products are shipped back to the customer. 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 Options

 

Following is the status of all stock options as of September 30, 2017:

 

		Shares		Weighted- Average  Exercise Price  Per Share			Weighted- Average  Remaining  Contractual  Term  (in years)		Aggregate  Intrinsic  Value
Outstanding - January 1, 2017		37,750		$	4.75
Granted		150,000		3.43
Exercised		—		—
Cancelled		—		—
Outstanding - September 30, 2017		187,750		$	3.70		8.38		$	2,465
Exercisable - September 30, 2017		37,750		$	4.75		3.45		$	2,465

 

There were no options exercised during the three and nine months ended September 30, 2017.  For the three and nine months ended September 30, 2016, 1,507 options were exercised. These exercised options had a total intrinsic value of $964 and resulted in cash proceeds of $4,822 for the three and nine months ended September 30, 2016.

 

Under the 2005 Incentive Compensation Plan, there were no stock options granted during the three and nine months ended September 30, 2016.  In May 2017, the shareholders approved the 2017 Stock Incentive Plan which authorized the issuance of 350,000 shares. There were no stock options granted during the three months ended September 30, 2017.  There were 150,000 options granted during the nine months ended September 30, 2017.

 

Total compensation expense related to stock options for the three months ended September 30, 2017 and 2016 was $17,280 and $0, respectively.  Total compensation expense related to stock options for the nine months ended September 30, 2017 and 2016 was $25,920 and $994, respectively. As of September 30, 2017, there was $181,440 of unrecognized compensation which will vest over the next 2.62 years.

 

Equity Appreciation Rights Plan

 

In November 2010, the Board of Directors adopted the Nortech Systems Incorporated Equity Appreciation Rights Plan (“2010 Plan”). The total number of Equity Appreciation Right Units (“Units”) that can be issued under the 2010 Plan shall not exceed an aggregate of 1,000,000 Units as amended and restated on March 11, 2015. The 2010 Plan provides that Units issued shall fully vest three years from the base date as defined in the agreement unless terminated earlier. Units give the holder a right to receive a cash payment equal to the appreciation in book value per share of common stock from the base date, as defined, to the redemption date. Unit redemption payments under the 2010 Plan shall be paid in cash within 90 days after we determine the book

 

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value of the Units as of the calendar year immediately preceding the redemption date.  The Units are adjusted to each reporting period based on the expected appreciation of the Units as defined in the Plan.

 

There were no Units granted during the three months ended September 30, 2017. During the nine months ended September 30, 2017, a total of 100,000 Units were granted.  During the three and nine months ended September 30, 2016, a total of 31,666 Units were granted.

 

Total compensation expense (income) related to the vested outstanding Units based on the estimated appreciation over their remaining terms was ($4,478) and $12,372 for the three months ended September 30, 2017 and 2016, respectively and ($3,527) and $5,950 for the nine months ended September 30, 2017 and 2016, respectively. The income for the three and nine months ended September 30, 2017 was the result of a change in the estimate of the appreciation of book value per share of common stock.

 

As of September 30, 2017 and December 31, 2016, approximately $18,600 and $45,000 is accrued under this plan, respectively. As of September 30, 2017, approximately $8,700 of this balance was included in other accrued liabilities and approximately $9,900 of this balance was included in other long-term liabilities. As of December 31, 2016, approximately $23,000 of this balance was included in other accrued liabilities and the remaining $22,000 balance was included in other long-term liabilities.

 

Earnings per Common Share

 

For the three and nine months ended September 30, 2017, 14,500 stock options were included in the computation of diluted per share amounts as their impact was dilutive.  For the three and nine months ended September 30, 2017, stock options of 173,250 were excluded because their inclusion would be antidilutive.

 

For the three months ended September 30, 2016, 14,500 stock options were included in the computation of diluted earnings per share amounts as their impact was dilutive, and stock options of 64,250 were excluded because their inclusion would be antidilutive.  For the nine months ended September 30, 2016, the effect of all stock options is antidilutive due to the net loss incurred and, therefore, were not included in the computation of earnings per-share amounts.

 

Share Repurchase Program

 

As of September 30, 2017, we have a $250,000 share repurchase program which was authorized by our Board of Directors in August 2017. Under this repurchase program, we repurchased 4,824 shares in open market transactions totaling $16,909 for the three and nine months ended September 30, 2017. As of September 30, 2017, we had a $250,000 share repurchase program with $233,091 remaining under this authorization. The par value of repurchased shares is deducted from common stock and the excess repurchase price over par value is deducted from additional paid-in capital.

 

Segment Reporting Information

 

All of our operations fall under the contract manufacturing segment within the electronic manufacturing Services industry. We strategically direct production between our various manufacturing facilities based on a number of considerations to best meet our customers’ requirements. We share resources for sales, marketing, engineering, supply chain, information services, human resources, payroll, and all corporate accounting functions. Consolidated financial information is available that is evaluated regularly by the chief operating decision maker in assessing performance and allocating resources.

 

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 September 30, 2017 balance included cash collateral required to be held against our corporate employee purchasing card program and lockbox deposits that are temporarily restricted due to timing at the period end. The lockbox deposits are

 

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applied against our line of credit the next business day. As of September 30, 2017, we had no outstanding letters of credit. We held no restricted cash as of December 31, 2016.

 

Accounts Receivable and Allowance for Doubtful Accounts

 

We grant credit to customers in the normal course of business. Accounts receivable are unsecured and are presented net of an allowance for doubtful accounts. The allowance for doubtful accounts was approximately $163,400 and $883,000 at September 30, 2017 and December 31, 2016, respectively. We determine our allowance by considering a number of factors, including the length of time accounts receivable are past due, our previous loss history, the customers’ current ability to pay their obligations to us, and the condition of the general economy and the industry as a whole. We write-off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for uncollectible accounts.

 

Inventories

 

Inventories are stated at the lower of cost (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:

 

		September 30,			December 31,
		2017			2016
Raw Materials		$	15,709,671		$	14,533,690
Work in Process		3,794,829			4,104,968
Finished Goods		2,509,124			2,688,596
Reserves		(945,258		)	(673,413		)
Total		$	21,068,366		$	20,653,841

 

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Other Intangible Assets

 

Other intangible assets at September 30, 2017 and December 31, 2016 are as follows:

 

		September 30, 2017
		Gross
		Carrying			Accumulated			Net Book
		Amount			Amortization			Value
Customer Relationships		$	1,302,000		$	325,498		$	976,502
Trade Names		814,000			91,576			722,424
Intellectual Property		100,000			19,445			80,555
Bond Issue Costs		79,373			79,373			—
Totals		$	2,295,373		$	515,892		$	1,779,481

 

		December 31, 2016
		Gross
		Carrying			Accumulated			Net Book
		Amount			Amortization			Value
Customer Relationships		$	1,302,000		$	216,998		$	1,085,002
Trade Names		814,000			61,050			752,950
Bond Issue Costs		79,373			55,561			23,812
Totals		$	2,195,373		$	333,609		$	1,861,764

 

Amortization expense for the three and nine months ended September 30, 2017 was $75,844 and $182,283, respectively. Amortization expense for the three and nine months ended September 30, 2016 was $47,663 and $142,992, respectively. The increase in amortization expense for the three and nine months ended September 30, 2017 was due to the redemption of our industrial revenue bond payable to the City of Blue Earth, which accelerated the recognition of the remaining bond issue costs.

 

Estimated future amortization expense related to these assets is approximately as follows:

 

Remainder of 2017		$	54,678
2018		218,712
2019		218,712
2020		190,925
2021		185,376
Thereafter		911,078
Total		$	1,779,481

 

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 1st.

 

Impairment Analysis

 

We evaluate long-lived assets, primarily property and equipment, as well as the related depreciation periods, whenever current events or changes in circumstances indicate that the carrying amount of an asset or asset

 

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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 events related to long-lived assets were identified during the three and nine months ended September 30, 2017 that would require us to test for impairment.

 

In the third quarter of 2017, as a result of changes in the reporting unit’s forecast, goodwill was evaluated for impairment as of September 30, 2017. Based on the impairment analysis performed, it was concluded there was no impairment of goodwill and no impairment expense was recorded during the three and nine months ended September 30, 2017 and 2016, respectively.

 

Recently Issued Accounting Standards

 

In May 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2017-09, Compensation — Stock Compensation (Topic 718), to reduce the diversity in practice and the cost and complexity for the accounting for a change in terms or conditions of a share-based award. ASU 2017-09 is to be applied on a prospective basis effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. We are currently evaluating the effect of this update on our consolidated financial statements.

 

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment (Topic 350), to simplify the accounting for goodwill impairment. The guidance removes Step 2 of the goodwill impairment test. A goodwill impairment will now be measured as the amount by which a reporting unit’s carrying value exceeds its fair value, limited to the amount of goodwill allocated to that reporting unit. ASU 2017-04 is to be applied on a prospective basis effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted for any impairment tests performed after January 1, 2017. We are currently evaluating the effect of this update on our consolidated financial statements.

 

In November 2016, the FASB issued ASU 2016-18, Restricted Cash in the Statement of Cash Flows (Topic 230), which prescribes that restricted cash should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows.  This standard is effective for fiscal years beginning after December 15, 2017, although early adoption is permitted, including adoption in an interim period. We adopted this guidance in 2017. See Note 1, “Summary of Significant Accounting Policies,” of Condensed Notes to the Consolidated Financial Statements for further description of our restricted cash.

 

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows — Classification of Certain Cash Receipts and Cash Payments (Topic 230). This guidance will be effective for us beginning in the first quarter of 2018, although early adoption is permitted. We are evaluating the impact, if any, that this new guidance will have on our Consolidated Statements of Cash Flows.

 

In March 2016, FASB issued ASU 2016-09, Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting, which changes how companies account for certain aspects of share-based payments to employees. The new guidance requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled, allows an employer to repurchase more of an employee’s shares than previously allowed for tax withholding purposes without triggering liability accounting, allows a company to make a policy election to account for forfeitures as they occur, and eliminates the requirement that excess tax benefits be realized before companies can recognize them. The new guidance also requires excess tax benefits and tax shortfalls to be presented on the cash flow statement as an operating activity rather than as a financing activity, and clarifies that cash paid to a tax authority when shares are withheld to satisfy its statutory income tax withholding obligation are to be presented as a financing activity. The standard is effective for our consolidated financial statements issued for fiscal years beginning after December 15, 2016, and interim periods

 

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within those fiscal years. The Company adopted the guidance in the current year. The adoption of ASU 2016-09 required no retrospective adjustments to the consolidated financial statements. In addition, there was no material cumulative-effect adjustment to retained earnings, nor did the adoption impact the tax provision for the current quarter.

 

During February 2016, the FASB issued ASU 2016-02, Leases. ASU 2016-02 was issued to increase transparency and comparability among organizations by recognizing all lease transactions (with terms in excess of 12 months) on the balance sheet as a lease liability and a right-of-use asset (as defined). ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with earlier application permitted. Upon adoption, the lessee will apply the new standard on a modified retrospective basis to all periods presented. We are currently assessing the effect that ASU 2016-02 will have on our consolidated financial statements.

 

In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. This standard changes the measurement principle for certain inventory methods from the lower of cost or market to the lower of cost and net realizable value. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. This standard does not apply to inventory that is measured using Last-in First-out (“LIFO”) or the retail inventory method. The provisions of ASU 2015-11 are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company adopted this guidance in the current year and there was no impact on the Company’s consolidated financial statements.

 

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This standard outlines a single comprehensive model for companies to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that revenue is recognized when a customer obtains control of a good or service. A customer obtains control when it has the ability to direct the use of and obtain the benefits from the good or service. Transfer of control is not the same as transfer of risks and rewards, as it is considered in current guidance. We will also need to apply new guidance to determine whether revenue should be recognized over time or at a point in time. This standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2017, using either of two methods: (a) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09; or (b) retrospective with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined in ASU 2014-09. We plan to adopt the new guidance beginning January 1, 2018.

 

We have performed a review of the requirements of the new guidance and have initially identified which of our revenue streams will be within the scope of ASU 2014-09.  We are continuing to working through an adoption plan which includes a review of customer contracts, applying the five-step model of the new standard to each revenue stream and comparing the results to our current accounting; an evaluation of the method of adoption; and assessing changes that might be necessary to our processes, internal controls and changes in financial reporting. The Company expects to complete the review of contracts and evaluate the impact of the accounting and disclosure changes on its business processes and controls during the fourth quarter of 2017.

 

NOTE 2. CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS

 

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and accounts receivable. With regard to cash, we maintain our excess cash balances in checking accounts at two high-credit quality financial institutions. These accounts may at times exceed federally insured limits. We grant credit to customers in the normal course of business and do not require collateral on our accounts receivable.

 

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Our largest customer has two divisions that together accounted for 10% or more of our net sales during the three and nine months ended September 30, 2017 and 2016. One division accounted for approximately 23.2% and 24.3% of net sales for the three and nine months ended September 30, 2017, respectively, and approximately 19.7% and 19.0% of net sales for the three and nine months ended September 30, 2016. The second division accounted for approximately 1.0% and 1.5% of net sales for the three and nine months ended September 30, 2017, respectively, and approximately 2.4% and 4.3% of net sales for the three and nine months ended September 30, 2016. Together they accounted for approximately 24.2% and 25.8% of net sales for the three and nine months ended September 30, 2017 and approximately 22.1% and 23.3% of net sales for the three and nine months ended September 30, 2016. Accounts receivable from the customer at September 30, 2017 and December 31, 2016 represented approximately 19.2% and 13.6% of our total accounts receivable, respectively.

 

Export sales represented approximately 18.0% and 13.0% of net sales for the three months ended September 30, 2017 and 2016, respectively. Export sales represented 15.8% and 12.2% of net sales for the nine months ended September 30, 2017 and 2016, respectively.

 

NOTE 3. FINANCING ARRANGEMENTS

 

We have a credit agreement with Bank of America which was entered into on June 15, 2017 and provides for a line of credit arrangement of $16,000,000 that expires on June 15, 2022. The credit arrangement also has a $5,000,000 real estate term note outstanding with a maturity date of June 15, 2022. The Bank of America credit agreement replaces our previous credit agreement with Wells Fargo Bank which terminated on June 20, 2017 and resulted in a loss on the extinguishment of debt of $174,834 primarily related to legal and terminations fees.

 

Under the new 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 one-month LIBOR + 2.00% (approximately 3.25% at September 30, 2017) while our real estate term notes bear interest at one-month LIBOR + 2.25% (approximately 3.50% at September 30, 2017). The combined weighted-average interest rate related to our new line of credit agreement and terminated credit agreement was 3.68% and 3.57% for the three and nine months ended September 30, 2017, respectively. We had borrowings on our line of credit of $8,481,396 and $7,315,262 outstanding as of September 30, 2017 and December 31, 2016, respectively. There are no acceleration clauses under the credit agreement that would accelerate the maturity of our outstanding borrowings.

 

The Bank of America credit agreement provides for, among other things, a fixed charge coverage ratio of not less than (i) 1.00 to 1.00 for the trailing four fiscal quarters most recently ended.  As of September 30, 2017, we were in compliance with this covenant.

 

The availability under the line is subject to borrowing base requirements, and advances are at the discretion of the lender. At September 30, 2017, we had unused availability under our line of credit of $4,462,000 supported by our borrowing base. The line is secured by substantially all of our assets.

 

As part of the July 1, 2015 Devicix acquisition we entered into two unsecured subordinated promissory notes payable to the seller in the principal amounts of $1,000,000 and $1,300,000. The $1,000,000 promissory note has a four-year term, bearing interest at 4.0% per annum, requiring monthly principal and interest payments of $22,579 and is subject to offsets if certain revenue levels are not met. The $1,300,000 promissory note has a four-year term and bears interest at 4.0% per annum, requiring monthly principal and interest payments of $29,353 and is not subject to offset.

 

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Long-term debt at September 30, 2017 and December 31, 2016 consisted of the following:

 

		September 30,			December 31,
		2017			2016
Term note payable - Bank of America
Real estate term note bearing interest at one-month LIBOR + 2.25% maturing June 15, 2022 with monthly payments of approximately $41,000 plus interest secured by substantially all assets.		$	4,875,527		$	—
Term notes payable - Wells Fargo Bank, N.A.
Real estate term notes bearing interest at three month LIBOR + 2.75% maturing March 31, 2027, and December 31, 2027 with combined monthly payments of approximately $19,000 plus interest, secured by substantially all assets.		—			2,415,428
Equipment notes bearing interest at three month LIBOR + 2.75% maturing May 2018 with a combined monthly payments of approximately $46,000 plus interest, secured by substantially all assets.		—			2,489,624
Industrial revenue bond payable to the City of Blue Earth, Minnesota which bears a variable interest rate had a maturity date on June 1, 2021, with principal of $80,000 payable annually on June 1. Bond redeemed on August 15, 2017.		—			200,000
Devicix Acquistion Note 1 payable to DeLange Holdings bears interest rate of 4.0% per annum, maturing July 1, 2019.		457,210			643,585
Devicix Acquistion Note 2 payable to DeLange Holdings bears interest rate of 4.0% per annum, maturing July 1, 2019.		594,373			836,661
		5,927,110			6,585,298
Discount on Devicix Notes Payable		(72,688		)	(102,424		)
Debt issuance Costs		(251,841		)	(25,896		)
Total long-term debt		5,602,581			6,456,978
Current maturities of long-term debt		(990,755		)	(1,565,347		)
Long-term debt - net of current maturities		$	4,611,826		$	4,891,631

 

Capital Leases

 

During the third quarter of fiscal year 2017, the Company entered into a five year lease of equipment used in the normal course of business. The lease qualifies as a capital lease and is accounted for accordingly. As of September 30, 2017, the property held under the capital lease was $971,628 and as of December 31, 2016, the Company held no capital leases. For the three and nine months ended September 30, 2017 and 2016, the Company had no amortization expense related to the leased assets as it was not in operational use as of September 30, 2017. The principal borrowing amount of the capital lease is $1,095,768.

 

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Approximate future minimum lease payments under non-cancelable capital leases subsequent to September 30, 2017 are as follows:

 

Years Ending
December 31,		Amount
Remainder of 2017		$	16,620
2018		198,574
2019		208,733
2020		219,412
2021		230,638
Thereafter		221,791
Total		$	1,095,768

 

NOTE 4.  INCOME TAXES

 

The Company estimates the effective tax rate for the full fiscal year and records a quarterly income tax provision based on the anticipated rate and refines our estimates quarterly based on facts and circumstances including discrete events, by each jurisdiction. Our effective tax rate for the three and nine months ended September 30, 2017 was 61.5% and 110.2%, respectively. Our effective tax rate for the three and nine months ended September 30, 2016 was (25.8%) and 50.9%, respectively. The increase in our current year-to-date effective rate versus prior year is due mainly to the higher level of pretax book loss and the related increase in the foreign tax rate differential benefit.

 

The differences between federal income taxes computed at the federal statutory rate and reported income taxes for the three and nine months ended September 30, 2017 and 2016 are as follows:

 

		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2017			2016			2017			2016
Statutory federal tax provision (benefit)		$	38,000		$	17,000		$	(43,000	)	$	(38,000	)
State income tax expense (benefit)		9,500			8,000			9,000			24,000
Income tax credits		(25,000		)	(20,000		)	(75,000		)	(60,000		)
Change in uncertain tax positions		2,500			—			7,500			—
Return to provision true up		74,000			(22,000		)	74,000			(22,000		)
Foreign tax benefit		(42,500		)	44,000			(124,500		)	44,000
Other		12,843			(40,000		)	10,939			(4,000		)
Income tax benefit		$	69,343		$	(13,000	)	$	(141,061	)	$	(56,000	)

 

At September 30, 2017, we had $44,500 of net uncertain tax benefit positions remaining in other long-term liabilities related to research and development credits that would increase our effective income tax rate if recognized. At December 31, 2016, we had $52,000 of net uncertain tax benefit positions recorded in other long-term liabilities that would reduce our effective income tax rate if recognized.

 

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NOTE 5.  COMMITMENTS AND CONTINGENCIES

 

We have various operating leases for production and office equipment, office space, and buildings under non-cancelable lease agreements expiring on various dates through 2022.

 

Rent expense for the three months ended September 30, 2017 and 2016 amounted to approximately $299,000 and $284,000 respectively. Rent expense for the nine months ended September 30, 2017 and 2016 amounted to approximately $948,000 and $877,000 respectively.

 

Approximate future minimum lease payments under non-cancelable leases subsequent to September 30, 2017 are as follows:

 

Years Ending
December 31,		Amount
Remainder of 2017		$	221,000
2018		884,000
2019		625,000
2020		379,000
2021		175,000
Thereafter		143,000
Total		$	2,427,000

 

NOTE 6.  PLANT CLOSURE

 

On January 31, 2017, the Company closed its manufacturing operations in Augusta, Wisconsin. The Company has operated a facility in Augusta since 1992, serving mainly an industrial customer base and defense overflow production that aligned with their custom cable capabilities. The Company consolidated its Augusta operations with its other facilities, continuing to serve customers without interruption. This consolidation increased the Company’s overall asset utilization and cost leveraging. On March 31, 2017, the Company closed on the sale of the Augusta building and building improvements for $715,000. The Augusta building and building improvements had a net book value of $314,000, recognizing a gain on the sale, net of related expenses, of $354,000, and applied the net proceeds of $668,000 towards the outstanding real estate term note.

 

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ITEM 2.    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 medical devices and systems wire and cable assemblies, printed circuit board assemblies and higher-level 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 our customers in the medical, aerospace and defense and industrial equipment markets. We maintain facilities in Minnesota, US; 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.

 

2017 Third Quarter Results

 

The third quarter of 2017 revenue was $28.3 million, compared to revenue of $29.7 million in the third quarter of 2016. Medical market revenue decreased $1.0 million or 7.4% from prior year with our defense revenue down by $0.2 million or 5.0% and industrial revenue down $0.2 million or 1.5%. Heading into the fourth quarter, our backlog at September 30, 2017 is down 7.5% from the start of the quarter and 15.2% compared to the prior year.

 

Our third quarter 2017 gross margin of $3.5 million or 12.4% of sales was down $0.3 million and 30 basis points from the prior year due to reduced sales volume.

 

Operating profit for the third quarter of 2017 was $0.3 million as compared to $0.2 million for the prior year’s third quarter. The $0.1 million increase was due to the continued focused effort on cost containment and expense reduction.

 

Net income for the three months ended September 30, 2017 was $43,371 or $0.02 profit per basic and diluted common share compared to net income for the three months ended September 30, 2016 of $0.1 million or $0.02 profit per basic and diluted common share. Net income for the nine months ended September 30, 2017 was $13,052 with no earnings per basic and diluted common share compared to net loss for the nine months ended September 30, 2016 of $0.1 million or $0.02 loss per basic and diluted common share.

 

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Results of Operations

 

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

 

		Three Months Ended				Nine Months Ended
		September 30,				September 30,
		2017		2016		2017		2016
Net Sales		100.0	%	100.0	%	100.0	%	100.0	%
Cost of Goods Sold		87.6		87.3		88.5		88.3
Gross Profit		12.4		12.7		11.5		11.7
Selling Expenses		4.0		3.8		4.2		4.3
General and Administrative Expenses		7.4		8.3		7.1		7.1
Gain on Sale of Property and Equipment		0.0		0.0		(0.4	)	0.0
Income from Operations		1.0		0.6		0.6		0.3
Other Expenses		(0.6	)	(0.4	)	(0.7	)	(0.4	)
Income (Loss) Before Income Taxes		0.4		0.2		(0.1	)	(0.1	)
Income Tax Expense (Benefit)		0.2		0.0		(0.2	)	0.0
Net Income (Loss)		0.2	%	0.2	%	0.1	%	(0.1	)%

 

Net Sales

 

Net sales by our major EMS industry markets for the three and nine month periods ended September 30, 2017 and 2016 were as follows:

 

		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2017		2016		%		2017		2016		%
(in thousands)		$		$		Change		$		$		Change
Aerospace and Defense		4,027		4,240		-5.0	%	11,264		12,427		-9.4	%
Medical		12,753		13,776		-7.4	%	41,009		38,058		7.8	%
Industrial		11,530		11,702		-1.5	%	34,489		37,129		-7.1	%
Total Sales		28,310		29,718		-4.7	%	86,762		87,614		-1.0	%

 

Net sales were $28.3 million in the third quarter of 2017, as compared to $29.7 million in the third quarter of the prior year, a decrease of $1.4 million or 4.7%. Net sales results were varied by markets. The medical market decreased by $1.0 million or 7.4% primarily due to medical device project delays and lack of funding for certain customers. The industrial market sector was slightly down $0.2 million in the third quarter of 2017 as compared to the same quarter of 2016, primarily from lower demand levels from our transportation equipment customers. Net sales from the aerospace and defense markets decreased by $0.2 million or 5.0% in the third quarter of 2017 as compared to the third quarter of 2016 due to customer mix. Programs frequently fluctuate in demand or come to an end and are replaced by new programs.

 

Net sales were $86.8 million for the nine months ended September 30, 2017, as compared to $87.6 million in the prior year, a decrease of $0.8 million or 1.0%. For the nine months ended September 30, 2017, medical sales

 

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increased by $3.0 million or 7.8%, industrial sales were down $2.6 million or 7.1%, primarily from lower demand levels from our transportation equipment customers and sales from the aerospace and defense markets decreased $1.2 million or 9.4% due to lower customer demands.

 

Backlog

 

90-day backlog by our major EMS industry markets are as follows:

 

		Backlog as of the Quarter Ended
		September 30,			June 30,			September 30,
(in thousands)		2017			2017			2016
Aerospace and Defense		$	4,524		$	4,252		$	3,565
Medical		7,897			10,762			12,282
Industrial		7,860			6,900			8,074
Total Backlog		$	20,281		$	21,914		$	23,921

 

Our 90-day order backlog as of September 30, 2017 was $20.3 million, a 7.5% decrease from the beginning of the quarter and a 15.2% decrease as compared to the prior year. Backlog for our medical customers has decreased 35.7% and 26.6% over the prior year and prior quarter, respectively due to recent demand adjustments by several customers that cited excess inventory levels accumulated over this year. The aerospace and defense backlog increased 6.4% since the beginning of the quarter, and increased 26.9% from the prior year. Our industrial customers’ backlog increased 13.9% since from the beginning of the quarter and decreased 2.6% from the prior year, strengthening our position heading into the fourth quarter. Our backlog consists of firm purchase orders and we expect a major portion of the current 90-day backlog to be realized as revenue during the following quarter.

 

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.

 

Gross Profit

 

Gross profit as a percent of net sales for the three months ended September 30, 2017 and 2016, was 12.4% and 12.7%, respectively. The decrease in gross profit in the third quarter of 2017 as compared to the same period last year was primarily due to customer mix and under utilized plant capacity. Gross profit as a percentage of net sales for the nine months ended September 30, 2017 and 2016 was 11.5% and 11.7%, respectively.

 

Selling Expense

 

Selling expense for the three months ended September 30, 2017 and 2016 was $1.1 million or 4.0% of sales and $1.1 million or 3.8% of sales, respectively. We will continue to fund business development to support activities and marketing initiatives to maintain existing business and stimulate sales growth. Selling expense for the nine months ended September 30, 2017 and 2016 was $3.7 million or 4.2% of sales and $3.7 million or 4.3% of sales, respectively.

 

General and Administrative Expense

 

General and administrative expenses for the three months ended September 30, 2017 and 2016, were $2.1 million or 7.4% of sales and $2.5 million or 8.3% of sales, respectively. General and administrative expenses for the nine months ended September 30, 2017 and 2016 were $6.2 million or 7.1% of sales and $6.3 million or 7.1% of sales, respectively.

 

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Gain from Sale of Property and Equipment

 

Net gain from sale of property and equipment for the nine months ended September 30, 2017 was $0.4 million from the sale of the Augusta building and building improvements (see Note 6). There was no gain from sale of property and equipment recorded in 2016.

 

Income from Operations

 

Third quarter 2017 income from operations was $0.3 million as compared to an income of $0.2 million for the third quarter in 2016. Income from operations for the first nine months in 2017 was $0.5 million as compared to $0.3 million for the same comparable period in 2016. A portion of the increase in income from operations for the nine-month period was due to bad debt recovery.

 

Income Taxes

 

The differences between federal income taxes computed at the federal statutory rate and reported income taxes for the three months ended September 30, 2017 and 2016 are as follows:

 

		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2017			2016			2017			2016
Statutory federal tax provision benefit		$	38,000		$	17,000		$	(43,000	)	$	(38,000	)
State income tax expense (benefit)		9,500			8,000			9,000			24,000
Income tax credits		(25,000		)	(20,000		)	(75,000		)	(60,000		)
Change in uncertain tax positions		2,500			—			7,500			—
Return to provision true up		74,000			(22,000		)	74,000			(22,000		)
Foreign tax benefit		(42,500		)	44,000			(124,500		)	44,000
Other		12,843			(40,000		)	10,939			(4,000		)
Income tax benefit		$	69,343		$	(13,000	)	$	(141,061	)	$	(56,000	)

 

The Company estimates the effective tax rate for the full fiscal year and records a quarterly income tax provision based on the anticipated rate and refines our estimates quarterly based on facts and circumstances including discrete events, by each jurisdiction. Our effective tax rate for the three and nine months ended September 30, 2017 was 61.5% and 110.2%, respectively. Our effective tax rate for the three and nine months ended September 30, 2016 was (25.8%) and 50.9%, respectively. The increase in our current year-to-date effective rate versus prior year is due mainly to the higher level of pretax book loss and the related increase in the foreign tax rate differential benefit.

 

Net Income (Loss)

 

Net income for the three months ended September 30, 2017 was $43,371 or $0.02 profit per basic and diluted common share compared to net income for the three months ended September 30, 2016 of $0.1 million or $0.02 profit per basic and diluted common share. Net income for the nine months ended September 30, 2017 was $13,052 with no earnings per basic and diluted common share compared to net loss for the nine months ended September 30, 2016 of $0.1 million or $0.02 loss per basic and diluted common share.

 

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