| 1. | Consolidated Financial Statements - Consolidated Financial Statements and related Notes are included in Part II, Item 8, and are identified in the Index on Page 25. |
| 2. | Consolidated Financial Statement Schedule - The following financial statement schedule and the Auditors' report thereon is included in this Annual Report on Form 10-K: |
All schedules are omitted because it is not required information or the information is presented in the consolidated financial statements or related notes.
| 3. | The following exhibits are incorporated herein by reference: |
| 3.1 | Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to Form S-1 filed July 16, 1996 (File No. 333-00888) |
| 10.1 | Lease Agreement dated April 1, 2015 between the Company and LSOP 3 MN 3, LLC (incorporated by reference to Form 8-K filed April 9, 2015) |
| 10.2 | Lease Agreement dated November 12, 2015 between the Company and Suzhou Industrial Park Biotech Development Co., Ltd. (incorporated by reference to Form 10-K filed March 22, 2016). |
| 10.3 | 2017 Stock Incentive Plan approved by shareholders May 3, 2017 (incorporated by reference to Exhibit A to the Definitive Proxy Statement filed March 22, 2017).** |
| 10.4 | Lease Agreement dated February 21, 2018 by and between Manufacturing Assembly Solutions of Monterrey, Inc., a wholly owned Mexican subsidiary of the Company, and OPERADORA STIVA, S.A. DE C.V. (incorporated by reference to Exhibit 10.1 to Form 8-K filed February 27, 2018) |
| 10.5 | Employment Agreement with John Lindeen dated September 9, 2019 (incorporated by reference to Exhibit 10.2 to Form 8-K filed September 11, 2019).** |
| 10.6 | First Amendment to Lease Agreement dated September 17, 2018 between the Company and AR Meridian Circle Owner, LLC, as successor to LSOP 3 MN 3, LLC (incorporated by reference to Exhibit 10.21 to Form 10-K filed March 19, 2020). |
| 10.7 | Lease Agreement between the Company and Essjay Investment Company, LLC dated August 27, 2020 relating to the Company’s Bemidji facility (incorporated by reference to Exhibit 10.1 to Form 8-K filed September 1, 2020) |
| 10.8 | Lease Agreement between the Company and Essjay Investment Company, LLC dated August 27, 2020 relating to the Company’s Mankato facility (incorporated by reference to Exhibit 10.2 to Form 8-K filed September 1, 2020) |
| 10.9 | Employment Agreement with Jay D. Miller dated February 27, 2022 (incorporated by reference to Exhibit 10.1 to Form 8-K filed March 3, 2022).** |
| 10.10 | Credit Agreement dated as of February 29, 2024, by and between Nortech Systems Incorporated and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to Form 8-K field March 5, 2024). |
| 10.11 | Employment Agreement with Andrew D. C. LaFrence dated December 1, 2023 (incorporated by reference to Exhibit 10.1 to Form 8-K filed December 5, 2023).** |
| 21 | Subsidiaries of Nortech Systems Incorporated* |
| 23 | Consent of Baker Tilly US, LLP* |
| 31.1 | Certification of the Chief Executive Officer and President pursuant to Rule 13a-20(a) and Rule 15d-20(a), promulgated under the Securities Exchange Act of 1934, as amended.* |
| 31.2 | Certification of the Chief Financial Officer pursuant to Rule 13a-20(a) and Rule 15d-20(a), promulgated under the Securities Exchange Act of 1934, as amended.* |
| 32.1 | Certification of the Chief Executive Officer and President and Chief Financial Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
| 97.1 | Nortech Systems Incorporated Clawback Policy* |
| 101 | Financial statements from the annual report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Consolidated Statements of Cash Flows, and (iv) the Notes to Consolidated Financial Statements.* |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) |
| * | Filed electronically herewith. |
| ** | Management contract or compensatory plan or arrangement in which directors or executive officers are eligible to participate |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Nortech Systems Incorporated
Registrant
| By: | /s/ Jay D. Miller | March 20, 2024 |
|---|
| Jay D. Miller |
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| President and Chief Executive Officer |
|---|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By: | /s/ Jay D. Miller | March 20, 2024 |
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| Jay D. Miller |
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| President and Chief Executive Officer (principal executive officer) and Director |
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| By: | /s/ Andrew D. C. LaFrence | March 20, 2024 |
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| Andrew D.C. LaFrence |
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| Chief Financial Officer (principal financial and accounting officer) |
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| By: | /s/ David B. Kunin | March 20, 2024 |
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| David B. Kunin, Chairman and Director |
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| By: | /s/ Stacy A. Kruse | March 20, 2024 |
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| Stacy A. Kruse, Director |
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| By: | /s/ Ryan P. McManus | March 20, 2024 |
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| Ryan P. McManus, Director |
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| By: | /s/ Steven J. Rosenstone | March 20, 2024 |
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| Steven J. Rosenstone, Director |
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| By: | /s/ Amy Fredregill | March 20, 2024 |
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| Amy Fredregill, Director |
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| By: | /s/ Dan Sachs | March 20, 2024 |
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| Dan Sachs, Director |
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| By: | /s/ Jose A. Peris | March 20, 2024 |
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| Jose A. Peris, Director |
|---|
INDEX TO EXHIBITS
DESCRIPTIONS OF EXHIBITS
| 3.1 | Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to Form S-1 filed July 16, 1996 (File No. 333-00888) |
| 10.1 | Lease Agreement dated April 1, 2015 between the Company and LSOP 3 MN 3, LLC (incorporated by reference to Form 8-K filed April 9, 2015) |
| 10.2 | Lease Agreement dated November 12, 2015 between the Company and Suzhou Industrial Park Biotech Development Co., Ltd. (incorporated by reference to Form 10-K filed March 22, 2016). |
| 10.3 | 2017 Stock Incentive Plan approved by shareholders May 3, 2017 (incorporated by reference to Exhibit A to the Definitive Proxy Statement filed March 22, 2017).** |
| 10.4 | Lease Agreement dated February 21, 2018 by and between Manufacturing Assembly Solutions of Monterrey, Inc., a wholly owned Mexican subsidiary of the Company, and OPERADORA STIVA, S.A. DE C.V. (incorporated by reference to Exhibit 10.1 to Form 8-K filed February 27, 2018) |
| 10.5 | Employment Agreement with John Lindeen dated September 9, 2019 (incorporated by reference to Exhibit 10.2 to Form 8-K filed September 11, 2019).** |
| 10.6 | First Amendment to Lease Agreement dated September 17, 2018 between the Company and AR Meridian Circle Owner, LLC, as successor to LSOP 3 MN 3, LLC (incorporated by reference to Exhibit 10.21 to Form 10-K filed March 19, 2020). |
| 10.7 | Lease Agreement between the Company and Essjay Investment Company, LLC dated August 27, 2020 relating to the Company’s Bemidji facility (incorporated by reference to Exhibit 10.1 to Form 8-K filed September 1, 2020) |
| 10.8 | Lease Agreement between the Company and Essjay Investment Company, LLC dated August 27, 2020 relating to the Company’s Mankato facility (incorporated by reference to Exhibit 10.2 to Form 8-K filed September 1, 2020) |
| 10.9 | Employment Agreement with Jay D. Miller dated February 27, 2022 (incorporated by reference to Exhibit 10.1 to Form 8-K filed March 3, 2022).** |
| 10.10 | Credit Agreement dated as of February 29, 2024, by and between Nortech Systems Incorporated and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to Form 8-K field March 5, 2024). |
| 10.11 | Employment Agreement with Andrew D. C. LaFrence dated December 1, 2023 (incorporated by reference to Exhibit 10.1 to Form 8-K filed December 5, 2023).** |
| 21 | Subsidiaries of Nortech Systems Incorporated* |
| 23 | Consent of Baker Tilly US, LLP* |
| 31.1 | Certification of the Chief Executive Officer and President pursuant to Rule 13a-20(a) and Rule 15d-20(a), promulgated under the Securities Exchange Act of 1934, as amended.* |
| 31.2 | Certification of the Chief Financial Officer pursuant to Rule 13a-20(a) and Rule 15d-20(a), promulgated under the Securities Exchange Act of 1934, as amended.* |
| 32.1 | Certification of the Chief Executive Officer and President and Chief Financial Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
| 97.1 | Nortech Systems Incorporated Clawback Policy* |
| 101 | Financial statements from the annual report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Consolidated Statements of Cash Flows, and (iv) the Notes to Consolidated Financial Statements.* |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) |
| * | Filed electronically herewith. |
| ** | Management contract or compensatory plan or arrangement in which directors or executive officers are eligible to participate. |
