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Item 9A. Controls and Procedures

2022-03-17 compared with 2021-03-23 · 35 added, 21 removed, 149 unchanged (27% of the section changed)

Controls and Procedures

In accordance with Rule 13a-15(b) of the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-K, the Company’s management evaluated, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act).

These controls and procedures are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Based upon their evaluation of these disclosure controls and procedures as of the date of the evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective.

Management ’ s Annual Report on Internal Control Over Financial Reporting

Management ’

s Annual Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting.

3 unchanged sentences

We have assessed the effectiveness of our internal controls over financial reporting as of December 31, 2021.

In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework of 2013.

In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control –

Integrated Framework of 2013.

Based on our assessment, we concluded that, as of December 31, 2021, our internal control over financial reporting was effective.

Changes in Internal Controls

There was no change in the Company’s internal control over financial reporting that occurred during our most recent quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Other Information

34 unchanged sentences

Exhibits and Financial Statements Schedules

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.

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.

Consolidated Financial Statement Schedule - The following financial statement schedule and the Auditors' report thereon is included in this Annual Report on Form 10-K:

18 unchanged sentences

Amendment to the Amended and Restated Employment Agreement with Richard Wasielewski dated December 19, 2018 (incorporated by reference to Exhibit 10.2 to Form 8-K filed December 21, 2018).**

Employment Agreement with Jay D.

Miller dated February 27, 2019 (incorporated by reference to Exhibit 10.1 to Form 8-K filed February 20, 2019).**

Second Amendment dated August 13, 2019 to Loan and Security Agreement between the Company and Bank of America N.A.

4 unchanged sentences

(incorporated by reference to Exhibit 10.2 to Form 10-Q filed November 12, 2019).

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).

Purchase and Sale Agreement between the Company and Essjay Investment Company, LLC dated June 24, 2020 (incorporated by reference to Exhibit 10.1 to Form 10-Q filed August 11, 2020)

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)

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)

Fourth Amendment dated August __,2020 to Loan and Security Agreement between the Company and Bank of America N.A.

3 unchanged sentences

First Amendment to Employment Agreement with Jay Miller dated November 11, 2020 (incorporated by reference to Exhibit 10.1 to Form 8-K filed November 12, 2020).**

Fifth Amendment dated December 1, 2020 to Loan and Security Agreement between the Company and Bank of America N.A.

(incorporated by reference to Exhibit 10.1 to Form 10-Q filed May 14, 2021).

Sixth Amendment dated December 31, 2021 to Loan and Security Agreement between the Company and Bank of America N.A.

(incorporated by reference to Exhibit 10.2 to Form 8-K filed January 5, 2022).

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).**

Seventh Amendment dated March 4, 2022 to Loan and Security Agreement between the Company and Bank of America N.A.

(incorporated by reference to Exhibit 10.2 to Form 8-K filed March 10, 2022).

Subsidiaries of Nortech Systems Incorporated*

3 unchanged sentences

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.*

Financial statements from the annual report on Form 10-K for the year ended December 31, 2020, formatted in XBRL:

Financial statements from the annual report on Form 10-K for the year ended December 31, 2021, 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.*

Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

Filed electronically herewith.

4 unchanged sentences

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.

1 unchanged sentence

President and Chief Executive Officer (principal executive officer) and Director

/s/ Christopher D.

4 unchanged sentences

Kunin, Chairman and Director

/s/ Kathleen P.

March 17, 2022

Iverson, Director

Kruse, Director

March 17, 2022

28 unchanged sentences

Amendment to the Amended and Restated Employment Agreement with Richard Wasielewski dated December 19, 2018 (incorporated by reference to Exhibit 10.2 to Form 8-K filed December 21, 2018).**

Employment Agreement with Jay D.

Miller dated February 27, 2019 (incorporated by reference to Exhibit 10.1 to Form 8-K filed February 20, 2019).**

Second Amendment dated August 13, 2019 to Loan and Security Agreement between the Company and Bank of America N.A.

4 unchanged sentences

(incorporated by reference to Exhibit 10.2 to Form 10-Q filed November 12, 2019).

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.

Purchase and Sale Agreement between the Company and Essjay Investment Company, LLC dated June 24, 2020 (incorporated by reference to Exhibit 10.1 to Form 10-Q filed August 11, 2020)

Fourth Amendment dated August __,2020 to Loan and Security Agreement between the Company and Bank of America N.A.

3 unchanged sentences

First Amendment to Employment Agreement with Jay Miller dated November 11, 2020 (incorporated by reference to Exhibit 10.1 to Form 8-K filed November 12, 2020).**

Fifth Amendment dated December 1, 2020 to Loan and Security Agreement between the Company and Bank of America N.A.

(incorporated by reference to Exhibit 10.1 to Form 10-Q filed May 14, 2021).

Sixth Amendment dated December 31, 2021 to Loan and Security Agreement between the Company and Bank of America N.A.

(incorporated by reference to Exhibit 10.2 to Form 8-K filed January 5, 2022).

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).**

Seventh Amendment dated March 4, 2022 to Loan and Security Agreement between the Company and Bank of America N.A.

(incorporated by reference to Exhibit 10.2 to Form 8-K filed March 10, 2022).

Subsidiaries of Nortech Systems Incorporated*

3 unchanged sentences

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.*

Financial statements from the annual report on Form 10-K for the year ended December 31, 2020, formatted in XBRL:

Financial statements from the annual report on Form 10-K for the year ended December 31, 2021, formatted in Inline XBRL:

Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

Filed electronically herewith.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures