Controls and Procedures
−Removed: 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).
−Removed: 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.
+Added: 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).
+Added: 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.
−Removed: Management ’
−Removed: s Annual Report on Internal Control Over Financial Reporting
+Added: 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, 2023.
−Removed: In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control –
−Removed: Integrated Framework of 2013.
+Added: 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, 2023, our internal control over financial reporting was effective.
Changes in Internal Controls
−Removed: 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.
+Added: 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
10 unchanged sentences
Plan category
−Removed: Number of securities to be issued upon
−Removed: the exercise of outstanding options, warrants and rights (1)
+Added: Number of securities
+Added: to be issued upon
+Added: the exercise of
+Added: outstanding options,
+Added: warrants and rights
Weighted-average
2 unchanged sentences
warrants and rights
−Removed: Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column) (2)
+Added: Number of securities
+Added: remaining available
+Added: for future issuance
+Added: compensation plans
+Added: (excluding securities
+Added: reflected in the first
Equity compensation plans approved by security holders
13 unchanged sentences
1 to Form S-1 filed July 16, 1996 (File No.
−Removed: Bylaws (incorporated by reference to Exhibit 3.2 to Form 10-K filed on March 19, 2020)
−Removed: Amendment dated November 5, 2014 to Employment Agreement with Michael Degen (incorporated by reference to Exhibit 99.1 to Form 8-K filed November 7, 2014)**
+Added: Bylaws (incorporated by reference to Exhibit 3.2 to Form 10-K filed on April 1, 2019)
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)
2 unchanged sentences
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).**
−Removed: Amended and Restated Employment Agreement with Richard Wasielewski dated May 15, 2017 (incorporated by reference to Exhibit 10.1 to Form 8-K filed May 19, 2017).**
−Removed: Loan and Security Agreement with Bank of America N.A.
−Removed: dated June 15, 2017 (incorporated by reference to Exhibit 10.1 to Form 8-K filed June 21, 2017)
−Removed: First Amendment dated December 29, 2017 to Loan and Security Agreement between the Company and Bank of America N.A.
−Removed: (incorporated by reference to Exhibit 10.2 to Form 8-K filed January 8, 2018)
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.
(incorporated by reference to Exhibit 10.1 to Form 8-K filed February 27, 2018)
−Removed: 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).**
−Removed: Second Amendment dated August 13, 2019 to Loan and Security Agreement between the Company and Bank of America N.A.
−Removed: (incorporated by reference to Exhibit 10.1 to Form 10-Q filed August 14, 2019).
Employment Agreement with John Lindeen dated September 9, 2019 (incorporated by reference to Exhibit 10.2 to Form 8-K filed September 11, 2019).**
−Removed: Third Amendment dated November 12, 2019 to Loan and Security Agreement between the Company and Bank of America N.A.
−Removed: (incorporated by reference to Exhibit 10.2 to Form 10-Q filed November 12, 2019).
−Removed: 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.
−Removed: 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)
−Removed: 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)
−Removed: 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)
−Removed: Fourth Amendment dated August __,2020 to Loan and Security Agreement between the Company and Bank of America N.A.
−Removed: (incorporated by reference to Exhibit 10.3 to Form 8-K filed September 1, 2020).
−Removed: Employment Agreement with Christopher D.
−Removed: Jones dated November 2, 2020 (incorporated by reference to Exhibit 10.1 to Form 8-K filed November 6, 2020).**
−Removed: 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).**
−Removed: Fifth Amendment dated December 1, 2020 to Loan and Security Agreement between the Company and Bank of America N.A.
−Removed: (incorporated by reference to Exhibit 10.1 to Form 10-Q filed May 14, 2021).
−Removed: Sixth Amendment dated December 31, 2021 to Loan and Security Agreement between the Company and Bank of America N.A.
−Removed: (incorporated by reference to Exhibit 10.2 to Form 8-K filed January 5, 2022).
+Added: 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).
+Added: 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)
+Added: 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)
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).**
−Removed: Seventh Amendment dated March 4, 2022 to Loan and Security Agreement between the Company and Bank of America N.A.
−Removed: (incorporated by reference to Exhibit 10.2 to Form 8-K filed March 10, 2022).
−Removed: Eighth Amendment dated September 9, 2022 to Loan and Security Agreement between the Company and Bank of America N.A.
−Removed: (incorporated by reference to Exhibit 105 to Form 10-Q filed November 9, 2022).
+Added: Credit Agreement dated as of February 29, 2024, by and between Nortech Systems Incorporated and Bank of America, N.A.
+Added: (incorporated by reference to Exhibit 10.1 to Form 8-K field March 5, 2024).
+Added: Employment Agreement with Andrew D.
+Added: LaFrence dated December 1, 2023 (incorporated by reference to Exhibit 10.1 to Form 8-K filed December 5, 2023).**
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.*
+Added: Nortech Systems Incorporated Clawback Policy*
Financial statements from the annual report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL:
6 unchanged sentences
March 20, 2024
−Removed: Miller         
President and Chief Executive Officer
2 unchanged sentences
President and Chief Executive Officer (principal executive officer) and Director
−Removed: /s/ Christopher D.
+Added: /s/ Andrew D.
March 20, 2024
−Removed: Christopher D.
Chief Financial Officer (principal financial and accounting officer)
3 unchanged sentences
Kruse, Director
−Removed: By:  
March 20, 2024
McManus, Director
−Removed: By:  
/s/ Steven J.
1 unchanged sentence
Rosenstone, Director
−Removed: By:  
−Removed: /s/ Philip I.
+Added: /s/ Amy Fredregill
March 20, 2024
−Removed: Smith, Director
−Removed: By:  
+Added: Amy Fredregill, Director
/s/ Dan Sachs
1 unchanged sentence
Dan Sachs, Director
−Removed: By:  
−Removed: /s/ David Graff
March 20, 2024
−Removed: David Graff, Director
+Added: Peris, Director
INDEX TO EXHIBITS
2 unchanged sentences
1 to Form S-1 filed July 16, 1996 (File No.
−Removed: Bylaws (incorporated by reference to Exhibit 3.2 to Form 10-K filed on March 19, 2020)
−Removed: Amendment dated November 5, 2014 to Employment Agreement with Michael Degen (incorporated by reference to Exhibit 99.1 to Form 8-K filed November 7, 2014)**
+Added: Bylaws (incorporated by reference to Exhibit 3.2 to Form 10-K filed on April 1, 2019)
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)
2 unchanged sentences
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).**
−Removed: Amended and Restated Employment Agreement with Richard Wasielewski dated May 15, 2017 (incorporated by reference to Exhibit 10.1 to Form 8-K filed May 19, 2017).**
−Removed: Loan and Security Agreement with Bank of America N.A.
−Removed: dated June 15, 2017 (incorporated by reference to Exhibit 10.1 to Form 8-K filed June 21, 2017)
−Removed: First Amendment dated December 29, 2017 to Loan and Security Agreement between the Company and Bank of America N.A.
−Removed: (incorporated by reference to Exhibit 10.2 to Form 8-K filed January 8, 2018)
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.
(incorporated by reference to Exhibit 10.1 to Form 8-K filed February 27, 2018)
−Removed: 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).**
−Removed: Second Amendment dated August 13, 2019 to Loan and Security Agreement between the Company and Bank of America N.A.
−Removed: (incorporated by reference to Exhibit 10.1 to Form 10-Q filed August 14, 2019).
Employment Agreement with John Lindeen dated September 9, 2019 (incorporated by reference to Exhibit 10.2 to Form 8-K filed September 11, 2019).**
−Removed: Third Amendment dated November 12, 2019 to Loan and Security Agreement between the Company and Bank of America N.A.
−Removed: (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).
−Removed: 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)
−Removed: 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)
−Removed: 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)
−Removed: Fourth Amendment dated August __,2020 to Loan and Security Agreement between the Company and Bank of America N.A.
−Removed: (incorporated by reference to Exhibit 10.3 to Form 8-K filed September 1, 2020).
−Removed: Employment Agreement with Christopher D.
−Removed: Jones dated November 2, 2020 (incorporated by reference to Exhibit 10.1 to Form 8-K filed November 6, 2020).**
−Removed: 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).**
−Removed: Fifth Amendment dated December 1, 2020 to Loan and Security Agreement between the Company and Bank of America N.A.
−Removed: (incorporated by reference to Exhibit 10.1 to Form 10-Q filed May 14, 2021).
−Removed: Sixth Amendment dated December 31, 2021 to Loan and Security Agreement between the Company and Bank of America N.A.
−Removed: (incorporated by reference to Exhibit 10.2 to Form 8-K filed January 5, 2022).
+Added: 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)
+Added: 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)
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).**
−Removed: Seventh Amendment dated March 4, 2022 to Loan and Security Agreement between the Company and Bank of America N.A.
−Removed: (incorporated by reference to Exhibit 10.2 to Form 8-K filed March 10, 2022).
−Removed: Eighth Amendment dated September 9, 2022 to Loan and Security Agreement between the Company and Bank of America N.A.
−Removed: (incorporated by reference to Exhibit 105 to Form 10-Q filed November 9, 2022).
+Added: Credit Agreement dated as of February 29, 2024, by and between Nortech Systems Incorporated and Bank of America, N.A.
+Added: (incorporated by reference to Exhibit 10.1 to Form 8-K field March 5, 2024).
+Added: Employment Agreement with Andrew D.
+Added: LaFrence dated December 1, 2023 (incorporated by reference to Exhibit 10.1 to Form 8-K filed December 5, 2023).**
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.*
+Added: Nortech Systems Incorporated Clawback Policy*
Financial statements from the annual report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL:
4 unchanged sentences
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.