NORTECH SYSTEMS INC - Quarter Report: 2018 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, 2018

 

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes 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 13, 2018 was 2,673,435

 

 

Table of Contents

 

TABLE OF CONTENTS

 

			PAGE
PART I - FINANCIAL INFORMATION
	Item 1 - Financial Statements
		Condensed Consolidated Statements of Operations and
		Comprehensive Income	3
		Condensed Consolidated Balance Sheets	4
		Condensed Consolidated Statements of Cash Flows	5
		Condensed Notes to Consolidated Financial Statements	6-18
	Item 2 - Management’s Discussion and Analysis of Financial Condition And Results of Operations		19-24
	Item 3 - Quantitative and Qualitative Disclosures About Market Risk		24
	Item 4 - Controls and Procedures		25
PART II - OTHER INFORMATION
	Item 1 - Legal Proceedings		26
	Item 1A. - Risk Factors		26
	Item 2 - Unregistered Sales of Equity Securities, Use of Proceeds		26
	Item 3 - Defaults on Senior Securities		27
	Item 4 - Mine Safety Disclosures		27
	Item 5 - Other Information		27
	Item 6 - Exhibits		27
SIGNATURES			28

 

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PART 1.

 

ITEM 1.  FINANCIAL STATEMENTS

 

NORTECH SYSTEMS INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(UNAUDITED)

(IN THOUSANDS, EXCEPT SHARE DATA)

 

		THREE MONTHS ENDED SEPTEMBER 30,						NINE MONTHS ENDED SEPTEMBER 30,
		2018			2017			2018			2017
Net Sales		$	29,558		$	28,310		$	84,543		$	86,762
Cost of Goods Sold		26,171			24,794			74,311			76,789
Gross Profit		3,387			3,516			10,232			9,973
Operating Expenses
Selling Expenses		717			1,144			2,792			3,676
General and Administrative Expenses		2,021			2,088			6,177			6,152
Gain on Sale of Property and Equipment		—			—			—			(355		)
Total Operating Expenses		2,738			3,232			8,969			9,473
Income From Operations		649			284			1,263			500
Other Expense
Loss on Extinguishment of Debt		—			—			—			(175		)
Interest Expense		(170		)	(172		)	(551		)	(453		)
Income (Loss) Before Income Taxes		479			112			712			(128		)
Income Tax Expense (Benefit)		115			69			350			(141		)
Net Income		$	364		$	43		$	362		$	13
Net Income Per Common Share:
Basic (in dollars per share)		$	0.14		$	0.02		$	0.13		$	0.00
Weighted Average Number of Common Shares Outstanding - Basic (in shares)		2,680,684			2,747,168			2,698,950			2,747,608
Diluted (in dollars per share)		$	0.14		$	0.02		$	0.13		$	0.00
Weighted Average Number of Common Shares Outstanding - Diluted (in shares)		2,682,901			2,748,533			2,702,503			2,748,973
Other comprehensive income (loss)
Foreign currency translation		(83		)	—			(137		)	(3		)
Comprehensive income, net of tax		$	281		$	43		$	225		$	10

 

See Accompanying Condensed Notes to Condensed Consolidated Financial Statements

 

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NORTECH SYSTEMS INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE DATA)

 

		SEPTEMBER 30,			DECEMBER 31,
		2018			2017(1)
		(Unaudited)
ASSETS
Current Assets
Cash		$	397		$	473
Restricted Cash		236			306
Accounts Receivable, less allowances of $204 and $209		18,979			17,417
Inventories		15,236			18,527
Contract Assets		7,076			—
Prepaid Expenses and Other Current Assets		1,380			1,044
Total Current Assets		43,304			37,767
Property and Equipment, Net		10,097			10,176
Goodwill		2,375			2,375
Other Intangible Assets, Net		1,578			1,739
Other Non Current Assets		27			28
Total Assets		$	57,381		$	52,085
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Current Maturities of Long-Term Debt		$	871		$	1,003
Current Portion of Capital Lease Obligation		350			295
Accounts Payable		16,887			11,699
Accrued Payroll and Commissions		2,526			2,900
Other Accrued Liabilities		2,475			2,148
Total Current Liabilities		23,109			18,045
Long-Term Liabilities
Long-Term Line of Credit		8,058			8,503
Long-Term Debt, Net		3,735			4,353
Long-Term Capital Lease Obligation, Net		1,037			1,222
Other Long-Term Liabilities		159			137
Total Long-Term Liabilities		12,989			14,215
Total Liabilities		36,098			32,260
Commitments and Contingencies
Shareholders’ Equity
Preferred Stock, $1 par value; 1,000,000 Shares Authorized:
250,000 Shares Issued and Outstanding		250			250
Common Stock - $0.01 par value; 9,000,000 Shares Authorized:
2,675,411 and 2,739,250 Shares Issued and Outstanding, respectively		27			27
Additional Paid-In Capital		15,612			15,760
Accumulated Other Comprehensive Loss		(238		)	(101		)
Retained Earnings		5,632			3,889
Total Shareholders’ Equity		21,283			19,825
Total Liabilities and Shareholders’ Equity		$	57,381		$	52,085

 

See Accompanying Condensed Notes to Condensed Consolidated Financial Statements

 

437(1) The balance sheet at December 31, 2017 has been derived from the audited financial statements at that date

 

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NORTECH SYSTEMS INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(IN THOUSANDS)

 

		NINE MONTHS ENDED
		SEPTEMBER 30,
		2018			2017
Cash Flows From Operating Activities
Net Income		$	362		$	13
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities
Depreciation and Amortization		1,655			1,873
Compensation on Stock-Based Awards and Equity Appreciation Rights		80			22
Loss on Extinguishment of Debt		—			17
Deferred Taxes		1			15
Change in Contingent Consideration		—			(300		)
Change in Accounts Receivable Allowance		(5		)	(720		)
Change in Inventory Reserves		118			272
Gain on Disposal of Property and Equipment		—			(355		)
Changes in Current Operating Items
Accounts Receivable		(1,619		)	(272		)
Inventories		(1,959		)	(686		)
Contract Assets		(617		)	—
Prepaid Expenses and Other Current Assets		(278		)	(115		)
Accounts Payable		4,913			824
Accrued Payroll and Commissions		(374		)	(882		)
Other Accrued Liabilities		287			909
Net Cash Provided by Operating Activities		2,564			615
Cash Flows from Investing Activities
Proceeds from Sale of Property and Equipment		17			669
Purchase of Intangible Asset		(3		)	(100		)
Purchases of Property and Equipment		(999		)	(574		)
Net Cash Used in Investing Activities		(985		)	(5		)
Cash Flows from Financing Activities
Net Change in Line of Credit		(445		)	1,166
Proceeds from Long-Term Debt		—			5,123
Principal Payments on Long-Term Debt		(819		)	(5,623		)
Principal Payments on Capital Leases		(231		)	—
Loss on Extinguishment of Debt		—			(158		)
Debt Issuance Costs		—			(268		)
Share Repurchases		(229		)	(16		)
Net Cash (Used in) Provided by Financing Activities		(1,724		)	224
Effect of Exchange Rate Changes on Cash		(1		)	(29		)
Net Change in Cash		(146		)	805
Cash - Beginning of Period		779			268
Cash - Ending of Period		$	633		$	1,073
Reconciliation of cash and restricted cash reported within the condensed consolidated balance sheets
Cash		$	397		$	531
Restricted Cash		236			542
Total cash and restricted cash reported in the condensed consolidated statements of cash flows		$	633		$	1,073
Supplemental Disclosure of Cash Flow Information:
Cash Paid During the Period for Interest		$	507		$	383
Cash Paid (Refunded) During the Period for Income Taxes		167			(22		)
Supplemental Noncash Investing and Financing Activities:
Property and Equipment Purchases in Accounts Payable		304			193
Equipment Acquired under Capital Lease		100			972

 

See Accompanying Condensed Notes to Condensed Consolidated Financial Statements

 

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

 

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements for the interim periods have been prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the financial information and footnotes required by GAAP for complete financial statements, although we believe the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2017. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year or for any other interim period. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.

 

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

 

Principles of Consolidation

 

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

 

Revenue Recognition

 

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

 

Effective January 1, 2018, we adopted the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”), which supersedes the revenue recognition requirements in ASC 605, “Revenue Recognition.” ASU 2014-09 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. It also requires additional disclosure about the nature, amount, timing,

 

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and uncertainty of revenue, cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. The Company adopted the provisions of ASU 2014-09 using the modified retrospective approach with application to contracts that were not completed as of January 1, 2018. The adoption of ASU 2014-09 had a significant impact to the Company’s results of operations, cash flow and financial position, and as a result we now recognize the majority of our revenue over time rather than upon shipment resulting in an adjustment to retained earnings of $1,381 on January 1, 2018. The Company has presented the disclosures required by this new standard, refer to Note 3.

 

Stock-Based Awards

 

Following is the status of all stock options as of September 30, 2018:

 

		Shares		Weighted- Average Exercise Price Per Share			Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding - January 1, 2018		187,750		$	3.70
Granted		134,000		3.36
Exercised		—		—
Cancelled		(3,000	)	3.29
Outstanding - September 30, 2018		318,750		$	3.62		8.27		$	210
Exercisable - September 30, 2018		87,750		$	4.00		5.97		$	54

 

The 2005 Plan has not been renewed, and therefore no further grants may be made under the 2005 Plan. 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, 2018. There were 134,000 stock options granted during the nine months ended September 30, 2018.

 

Total compensation expense related to stock options for the three months ended September 30, 2018 and 2017 was $35 and $17, respectively and $80 and $26 for the nine months ended September 30, 2018 and 2017, respectively. As of September 30, 2018, there was $275 of unrecognized compensation which will vest over the next 3.28 years.

 

In November 2010, the Board of Directors adopted the Nortech Systems Incorporated Equity Appreciation Rights Plan (“2010 Plan”). The total number of Equity Appreciation Right Units (“Units”) that can be issued under the 2010 Plan shall not exceed an aggregate of 1,000,000 Units as amended and restated on March 11, 2015. 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 value of the Units as of the calendar year immediately preceding the redemption date.  The Units are adjusted to market value for each reporting period.

 

During the three and nine months ended September 30, 2018, no additional Units were granted. 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.

 

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Total compensation expense (income) related to the vested outstanding Units based on the estimated appreciation over their remaining terms was $0 and ($4) for the three months ended September 30, 2018 and 2017, respectively and $0 and ($4) for the nine months ended September 30, 2018 and 2017, respectively.

 

As of both September 30, 2018 and December 31, 2017, no amounts were accrued under this plan.

 

Net Income per Common Share

 

For both the three months and nine months ended September 30, 2018 and 2017 all stock options are deemed to be antidilutive and, therefore, were not included in the computation of loss per common share amount.

 

Share Repurchase Program

 

As of September 30, 2018, we had a $250 share repurchase program which was authorized by our Board of Directors in August 2017 and expired in July 2018 with no authorized repurchases remaining under this program. Under this repurchase program, we repurchased 2,277 and 55,199 shares in the open market transactions totaling $8 and $200 for the three and nine months ended September 30, 2018, respectively and 4,824 shares in open market transactions totaling $16,909 for the three and nine months ended September 30, 2017.

 

In August 2018, the Board of Directors approved an additional $250 share repurchase program. Under this repurchase program, we repurchased 8,640 shares in the open market transactions totaling $35 for the three and nine months ended September 30, 2018. As of September 30, 2018, we had $215 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, 2018 balance included lockbox deposits that are temporarily restricted due to timing at the period end. The lockbox deposits are applied against our line of credit the next business day. As of September 30, 2018, we had no outstanding letters of credit.

 

Accounts Receivable and Allowance for Doubtful Accounts

 

Credit is extended based upon an evaluation of the customer’s financial condition and, while collateral is not required, the Company periodically receives surety bonds that guarantee payment. Credit terms are consistent with industry standards and practices. The amounts of trade accounts receivable have been reduced by an allowance for doubtful accounts of $204 at September 30, 2018 and $209 at December 31, 2017.

 

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.

 

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Inventories are as follows (in thousands):

 

		September 30,			December 31,
		2018			2017
Raw Materials		$	15,595		$	13,870
Work in Process		437			3,112
Finished Goods		166			2,389
Reserves		(962		)	(844		)
Total		$	15,236		$	18,527

 

The primary decrease in work in process and finished goods inventory as of September 30, 2018 as compared to December 31, 2017 primarily relates to the adoption of ASU 2014-09 and the recognition of revenue over time rather than upon shipment of inventory. Refer to Note 3 for further information.

 

Other Intangible Assets

 

Other intangible assets at September 30, 2018 and December 31, 2017 are as follows (in thousands):

 

				September 30, 2018
				Gross
				Carrying			Accumulated			Net Book
		Years		Amount			Amortization			Value
Customer Relationships		9		$	1,302		$	470		$	832
Trade Names		3		100			53			47
Intellectual Property		20		814			132			682
Patents		7		17			—			17
Totals				$	2,233		$	655		$	1,578

 

				December 31, 2017
				Gross
				Carrying			Accumulated			Net Book
		Years		Amount			Amortization			Value
Customer Relationships		9		$	1,302		$	361		$	941
Intellectual Property		3		100			28			72
Trade Names		20		814			102			712
Patents		7		14			—			14
Totals				$	2,230		$	491		$	1,739

 

Amortization expense for the three and nine months ended September 30, 2018 was $55 and $164, respectively. Amortization expense for the three and nine months ended September 30, 2017 was $76 and $182, respectively.

 

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

 

Year		Amount
Remainder of 2018		$	164
2019		208
2020		185
2021		185
2022		185
Thereafter		634
Total		$	1,561

 

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. No events were identified during the nine months ended September 30, 2018 that would require us to test for impairment. In testing goodwill for impairment we perform a quantitative impairment test, including computing the fair value of the reporting unit and comparing that value to its carrying value. If the fair value is less than its carrying value, then the goodwill is determined to be impaired. In the event that goodwill is impaired, an impairment charge to earnings would become necessary.

 

Impairment Analysis

 

We evaluate long-lived assets, primarily property and equipment and intangible assets, as well as the related depreciation periods, whenever current events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability for assets to be held and used is based on our projection of the undiscounted future operating cash flows of the underlying assets. To the extent such projections indicate that future undiscounted cash flows are not sufficient to recover the carrying amounts of related assets, a charge might be required to reduce the carrying amount to equal estimated fair value. No impairment expense was recorded during the three and nine months ended September 30, 2018 and 2017, respectively.

 

Recently Issued and Adopted Accounting Standards

 

In February 2016, the FASB issued ASU 2016-02, “Leases” to improve financial reporting about leasing transactions. This guidance will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The original guidance required application on a modified retrospective basis with the earliest period presented. In August 2018, the FASB issued new guidance which includes an option to not restate comparative periods in transition. This guidance is effective for the Company’s annual and quarterly periods beginning January 1, 2019. The Company is in the process of evaluating the impact that the adoption of this standard will have on its consolidated financial statements and is currently assessing its leases. The Company expects that the adoption of this guidance will result in a material increase in the assets and liabilities recorded on its consolidated balance sheets and additional qualitative and quantitative disclosures. The Company expects to use the effective date of this standard as the date of initial application, with no retrospective adjustments to prior comparative periods.

 

In March 2018, we adopted FASB ASU 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118, which updates the income tax accounting in U.S. GAAP to reflect the Securities and Exchange Commission (‘SEC’) interpretive guidance released on December 22, 2017, when the Tax Cuts and Jobs Act (the ‘Tax Act’) was signed into law. Additional information regarding the adoption of this standard is contained in Note 5, ‘Income Taxes’.

 

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NOTE 2. CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS

 

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and accounts receivable. With regard to cash, we maintain our excess cash balances in checking accounts at primarily two financial institutions, one in the United States and one in China. The account in the United States may at times exceed federally insured limits. Of the $397 in cash at September 30, 2018, approximately $395 was held at banks located in China. We grant credit to customers in the normal course of business and do not require collateral on our accounts receivable.

 

Our largest customer has two divisions that together accounted for 10% or more of our net sales during the three and nine months ended September 30, 2018 and 2017. One division accounted for approximately 20% of net sales for both the three and nine months ended September 30, 2018, and approximately 23% and 20% for the three and nine months ended September 30, 2017, respectively. The other division accounted for approximately 1% of net sales for both the three months and nine ended September 30, 2018, respectively, and approximately 1% and 2% of net sales for the three and nine months ended September 30, 2017, respectively. Together they accounted for approximately 21% of net sales for both the three and nine months ended September 30, 2018, respectively, and approximately 24% and 26% for the three and nine months ended September 30, 2017. Accounts receivable from the customer at September 30, 2018 and December 31, 2017 represented approximately 21% and 16% of our total accounts receivable, respectively.

 

Export sales represented approximately 20% and 18% of net sales for the three months ended September 30, 2018 and 2017, respectively.  Export sales represented 19% and 16% of net sales for the nine months ended September 30, 2018 and 2017, respectively.

 

NOTE 3. REVENUE

 

Revenue recognition

 

Our revenue is comprised of product, engineering services and repair services.  All revenue is recognized when the Company satisfies its performance obligation(s) under the contract by transferring the promised product or service to our customer either when (or as) our customer obtains control of the product or service, with the majority of our revenue being recognized over time including goods produced under contract manufacturing agreements and services revenue. A performance obligation is a promise in a contract to transfer a distinct product or service to a customer. A contract’s transaction price is allocated to each distinct performance obligation. The majority of our contracts have a single performance obligation, as the promise to transfer products or services is not separately identifiable from other promises in the contract and, therefore, not distinct.

 

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

 

The majority of our revenue is derived from the transfer of goods produced under contract manufacturing agreements which have no alternative use and we have an enforceable right to payment for our performance completed to date. Our performance obligations within our contract manufacturing agreements are generally satisfied over time as the goods are produced based on customer specifications and we have an enforceable right to payment for the goods produced.  If these requirements are not met, the revenue is recognized at a point in time, generally upon shipment. Revenue under contract manufacturing agreements that was recognized over time accounted for approximately 91% of our revenue for both the three and nine months ended September 30, 2018. Revenues under these agreements are generally recognized over time using an input measure based upon the proportion of actual costs incurred.

 

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Accounting for contract manufacturing agreements involves the use of various techniques to estimate total revenue and costs. We estimate profit on these agreements as the difference between total estimated revenue and expected costs to complete the performance obligation within the terms of the agreement and recognize the respective profit as the goods are produced. The estimates to determine the profit earned on the performance obligation are based on anticipated selling prices and historical cost of goods sold and represent our best judgement at the time. Changes in judgements on these above estimates could impact the timing and amount of revenue recognized with a resulting impact on the timing and amount of associated profit.

 

On occasion our customers provide materials to be used in the manufacturing process and the fair value of the materials is included in revenue as noncash consideration at the point in time when the manufacturing process commences along with the same corresponding amount recorded as cost of goods sold. The inclusion of noncash consideration has no impact on overall profitability.

 

Contract Assets

 

Contract assets, recorded as such in the Condensed Consolidated Balance Sheets, consist of unbilled amounts related to revenue recognized over time. Significant changes in the contract assets balance during the nine months ended September 30, 2018 was as follows (in thousands):

 

Nine Months Ended September 30, 2018
Outstanding at January 1, 2018		$	6,459
Increase (decrease) attributed to:
Transferred to receivables from contract assets recognized		(5,727		)
Product transferred over time		6,344
Outstanding at September 30, 2018		$	7,076

 

We expect substantially all of the remaining performance obligations for the contract assets recorded as of September 30, 2018, to be transferred to receivables within 90 days, with any remaining amounts to be transferred within 180 days. We bill our customers upon shipment with payment terms of up to 120 days.

 

The following tables summarize our net sales by market for the three and nine months ended September 30, 2018 (in thousands):

 

		Three Months Ended September 30, 2018
		Product/ Service Transferred Over Time			Product Transferred at Point in Time			Noncash Consideration			Total Net Sales by Market
Aerospace and Defense		$	3,931		$	50		$	203		$	4,184
Medical		13,461			151			668			14,280
Industrial		9,486			1,116			492			11,094
Total net sales		$	26,878		$	1,317		$	1,363		$	29,558

 

		Nine Months Ended September 30, 2018
		Product/ Service Transferred Over Time			Product Transferred at Point in Time			Noncash Consideration			Total Net Sales by Market
Aerospace and Defense		$	12,675		$	170		$	599		$	13,444
Medical		34,513			720			1,605			36,838
Industrial		29,698			3,165			1,398			34,261
Total net sales		$	76,886		$	4,055		$	3,602		$	84,543

 

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Impact of New Revenue Guidance on Financial Statement Line Items

 

The following table compares the reported condensed consolidated statement of operations and comprehensive income, balance sheets and cash flows, as of and for the three and nine months ended September 30, 2018, to the pro-forma amounts had the previous guidance been in effect (in thousands):

 

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		Three Months Ended September 30, 2018						Nine Months Ended September 30, 2018
		As Reported			Pro forma as if the previous accounting guidance was in effect			As Reported			Pro forma as if the previous accounting guidance was in effect
Condensed Consolidated Statement of Operations
Net Sales		$	29,558		$	27,665		$	84,543		$	80,323
Cost of Goods Sold		26,171			24,454			74,311			70,291
Gross Profit		3,387			3,211			10,232			10,032
Income from Operations		649			472			1,263			1,063
Income Before Income Taxes		479			303			712			512
Income Tax Expense		115			115			350			350
Net Income		$	364		$	188		$	362		$	162
Net Income Per Common Share - Diluted		$	0.14		$	0.07		$	0.13		$	0.06

 

		As of September 30, 2018
		As Reported			Pro forma as if the previous accounting guidance was in effect
Condensed Consolidated Balance Sheet
Assets
Inventories		$	15,236		$	20,732
Contract Assets		$	7,076		$	—
Shareholders’ Equity
Retained Earnings		$	5,632		$	4,051

 

		Nine Months Ended September 30, 2018
		As Reported			Pro forma as if the previous accounting guidance was in effect
Condensed Consolidated Statement of Cash Flows
Net Income		$	362		$	162
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities
Change in Current Operating Items
Inventories		(1,959		)	(2,376		)
Contract Asset		(617		)	—
Net Cash Provided by Operating Activities		$	2,564		$	2,564

 

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NOTE 4. FINANCING ARRANGEMENTS

 

We have a credit agreement with Bank of America which was entered into on June 15, 2017 and amended effective December 29, 2017 and provides for a line of credit arrangement of $16,000 that expires on June 15, 2022. The credit arrangement also has a $5,000 real estate term note outstanding with a maturity date of June 15, 2022. The Bank of America credit agreement replaced 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 $175 primarily related to legal and terminations fees.

 

Under the Bank of America credit agreement, both the line of credit and real estate term notes are subject to variations in the LIBOR rate. Our line of credit bears interest at a weighted-average interest rate of 4.3% as of September 30, 2018. We had borrowings on our line of credit of $8,058 and $8,503 outstanding as of September 30, 2018 and December 31, 2017, respectively. There are no subjective acceleration clauses under the credit agreement that would accelerate the maturity of our outstanding borrowings.

 

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

 

The Bank of America credit agreement as amended provides for, among other things, a fixed charge coverage ratio of not less than (i) 1.0 to 1.0 for each period of four fiscal quarters, commencing with the period of four fiscal quarters ending December 31, 2018. In addition, the agreement requires that the Company comply with certain minimum levels of cumulative EBITDA for measurement periods during fiscal 2018, including cumulative EBITDA of $1,970 for the twelve months ending December 31, 2018.

 

The availability under the line is subject to borrowing base requirements, and advances are at the discretion of the lender. At September 30, 2018, we had unused availability under our line of credit of $4,797, 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 and $1,300. The $1,000 promissory note has a four-year term, bearing interest at 4% per annum, requiring monthly principal and interest payments of $23 and is subject to offsets if certain revenue levels are not met. The $1,300 promissory note has a four-year term and bears interest at 4% per annum, requiring monthly principal and interest payments of $29 and is not subject to offset.

 

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Long-term debt at September 30, 2018 and December 31, 2017 consisted of the following (in thousands):

 

		September 30,			December 31,
		2018			2017
Real estate term notes bearing interest at one-month LIBOR + 2.25% (4.5% as of September 30, 2018) maturing June 15, 2022 with monthly payments of approximately $41 plus interest secured by substantially all assets.		$	4,377		$	4,751
Devicix Acquistion Note 1 payable to DeLange Holdings bears interest rate of 4.0% per annum, maturing July 1, 2019		200			394
Devicix Acquistion Note 2 payable to DeLange Holdings bears interest rate of 4.0% per annum, maturing July 1, 2019		260			512
		4,837			5,657
Discount on Devicix Notes Payable		(33		)	(63		)
Debt issuance Costs		(198		)	(238		)
Total long-term debt		4,606			5,356
Current maturities of long-term debt		(871		)	(1,003		)
Long-term debt - net of current maturities		$	3,735		$	4,353

 

The Company has lease financing facilities for property and equipment. The obligations are collateralized by the property underlying the lease. Total cost of the leased equipment was $1,624 at September 30, 2018 and $1,524 at December 31, 2017.

 

Current maturities of capital leases were $350 at September 30, 2018 and $295 at December 31, 2017.

 

Interest expense related to the leased assets was $19 and $0 for the three months ended September 30, 2018 and 2017, respectively and $70 and $0 for the nine months ended September 30, 2018 and 2017, respectively. Depreciation expense related to the leased assets was $41 and $0 for the three months ended September 30, 2018 and 2017, respectively and $122 and $0 for the nine months ended September 30, 2018 and 2017, respectively.

 

Approximate future minimum lease payments under non-cancelable capital leases subsequent to September 30, 2018 are as follows (in thousands):

 

Year		Amount
Remainder of 2018		$	121
2019		398
2020		398
2021		398
2022		223
Thereafter		2
Total noncancelable future lease commitments		$	1,540
Less: interest		(153		)
Present value of obligations under capital leases		$	1,387

 

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NOTE 5.  INCOME TAXES

 

On a quarterly basis, we estimate what our effective tax rate will be for the full fiscal year and record a quarterly income tax provision based on the anticipated rate. As the year progresses, we refine our estimate based on the facts and circumstances, including discrete events, by each tax jurisdiction. Our effective tax rate for the three and nine months ended September 30, 2018 was 24% and 49%, respectively. 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 year ended December 31, 2018 is expected to be 51% compared to (18%) for the year ended December 31, 2017. The increase is due mainly to the effects of the tax reform changes that were enacted on December 22, 2017, and the increase in the effective tax rate expected in China.

 

There was no unrecognized tax benefit as of September 30, 2018 and the $52 of unrecognized tax benefits as of December 31, 2017, included amounts which, if ultimately recognized, will reduce our annual effective tax rate. The amount has been netted against the applicable deferred tax asset as any adjustment would reduce the recorded asset.

 

NOTE 6.  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 2028.

 

Rent expense for the three months ended September 30, 2018 and 2017 amounted to approximately $297 and $299 respectively and $951 and $948 for the nine months ended September 2018 and 2017, respectively.

 

Approximate future minimum lease payments under non-cancelable leases subsequent to September 30, 2018 are as follows (in thousands):

 

Years Ending
December 31,		Amount
2018		$	208
2019		935
2020		768
2021		622
2022		676
Thereafter		4,118
Total		$	7,327

 

NOTE 7.  PLANT CLOSURE

 

On January 31, 2017 the Company closed its manufacturing operations in Augusta, Wisconsin. On March 31, 2017, the Company closed on the sale of the Augusta building and building improvements for $715. The Augusta building and building improvements had a net book value of $314, recognizing a gain on the sale, net of related expenses, of $354, and applied the net proceeds of $668 towards the outstanding real estate term note.

 

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