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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 June 30, 2014

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: 1120 Wayzata Blvd E., Suite 201, Wayzata, MN 55391

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, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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 August 1, 2014 - 2,742,992

(The remainder of this page was intentionally left blank.)

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PART 1

ITEM 1.  FINANCIAL STATEMENTS

NORTECH SYSTEMS INCORPORATED AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

See Accompanying Condensed Notes to Consolidated Financial Statements

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NORTECH SYSTEMS INCORPORATED AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

See Accompanying Condensed Notes to Consolidated Financial Statements

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NORTECH SYSTEMS INCORPORATED AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

See Accompanying Condensed Notes to Consolidated Financial Statements

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NORTECH SYSTEMS INCORPORATED AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

See Accompanying Condensed Notes to Consolidated Financial Statements

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited 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 consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in our latest shareholders’ annual report on Form 10-K.  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 consolidated financial statements, we have made our best estimates and judgments of certain amounts included in the 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 consolidated financial statements include the accounts of Nortech Systems Incorporated and its wholly owned subsidiary, Manufacturing Assembly Solutions of Monterrey, Inc.  All significant intercompany accounts and transactions have been eliminated.

Revenue Recognition

We recognize revenue upon shipment of manufactured products to customers, when title has passed, all contractual obligations have been satisfied and collection of the resulting receivable is reasonably assured. We also provide engineering services separate from the manufacture of a product. Revenue for engineering services is recognized upon completion of the engineering process, providing standalone fair value to our customers. Our engineering services are short-term in nature. In addition, we have another separate source of revenue that comes from short-term repair services, which are recognized upon completion of the repairs and shipment of product 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.

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Stock Options

Following is the status of all stock options outstanding as of June 30, 2014:

There were no options exercised during the three and six months ended June 30, 2014 and 2013.   There were no stock options granted during the three and six months ended June 30, 2014 and the three months ended June 30, 2013.  The weighted-average fair value of options granted during the six months ended June 30, 2013 was $1.65 per share.

Total compensation expense related to stock options for the three months ended June 30, 2014 and 2013 was $7,482 and $1,720, respectively.  Total compensation expense related to stock options for the six months ended June 30, 2014 and 2013 was $14,963 and $5,501, respectively.  As of June 30, 2014, there was approximately $32,000 of unrecognized compensation related to unvested option awards that we expect to recognize over a weighted-average period of 1.43 years.

Equity Appreciation Rights Plan

In November 2010, the Board of Directors approved the adoption of the Nortech Systems Incorporated Equity Appreciation Rights Plan (the “2010 Plan”). The total number of Equity Appreciation Right Units (Units) the Plan can issue shall not exceed an aggregate of 750,000 Units. 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 this plan shall be paid in cash within 90 days after we determine the value as of the redemption date.

As of June 30, 2014, we had granted all 750,000 Units and 650,000 remain outstanding with vesting dates ranging from December 31, 2014 through December 31, 2019.

Total compensation expense related to these Units based on the estimated appreciation over their remaining terms was approximately $38,000 and $23,000 for the three months ended June 30,

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2014 and 2013, respectively and approximately $80,000 and $37,000 for the six months ended June 30, 2014 and 2013, respectively.

As of June 30, 2014 and December 31, 2013, approximately $161,000 and $81,000 have been accrued under this plan, respectively.  As of June 30, 2014, approximately $39,000 of this balance was included in Other Accrued Liabilities and the remaining $122,000 balance was included in Other Long-term Liabilities.  As of December 31, 2013, approximately $29,000 of this balance is included in Other Accrued Liabilities and the remaining $52,000 was included in Other Long-term Liabilities.

Earnings per Common Share

For the three and six months ended June 30, 2013, the effect of all stock options was antidilutive.  Therefore, no outstanding options were included in the computation of per-share amounts.  For both the three and six months ended June 30, 2014, 26,750 stock options were included in the computation of diluted per share amounts as their impact was dilutive.  For the three and six months ended June 30, 2014, stock options of 189,250 and 169,250, respectively were excluded because their inclusion would be antidilutive.

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.

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 $230,000 and $138,000 at June 30, 2014 and December 31, 2013, 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 market (based on the lower of replacement cost 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:

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 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.  We did not record any impairment charges for the three month periods ended June 30, 2014 and 2013.  We recorded impairment charges for the six months ended June 30, 2014 and 2013 of $1,150 and $74,003, respectively.  The impairment charge was included in general and administrative expenses in the statements of income.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update (“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. The Company 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, 2016, with no early adoption permitted, 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. The Company has not yet selected a transition method and is currently evaluating the impact of the pending adoption of ASU 2014-09 on the consolidated financial statements.

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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 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.

Our largest customer has two divisions which accounted for 10% or more of our net sales for the three and six months ended June 30, 2014 and 2013.  The first division accounted for 24% of net sales for the three and six months ended June 30, 2014 and 19% of net sales for the three and six months ended June 30, 2013.  The second division accounted for 6% and 5% of net sales for the three and six months ended June 30, 2014, respectively and 4% of net sales for the three and six months ended June 30, 2013.  Together the divisions accounted for 30% and 29% of net sales for the three and six months ended June 30, 2014, respectively and 23% for the three and six months ended June 30, 2013, respectively.

Combined accounts receivable from both divisions represented 19% and 20% of total accounts receivable at June 30, 2014 and December 31, 2013, respectively.

Export sales represented 14% and 13% of net sales for the three and six months ended June 30, 2014.  Export sales represented 12% of net sales for the three and six months ended June 30, 2013.  The increase in export sales relates to increased sales volume to existing customers.

NOTE 3. FINANCING ARRANGEMENTS

We have a credit agreement with Wells Fargo Bank (WFB) which was most recently amended on May 16, 2014 and provides for a line of credit arrangement of $13.5 million that expires, if not renewed, on May 31, 2018.  The credit arrangement also has a $1.8 million real estate term note outstanding with a maturity date of March 31, 2027, an additional $1.7 million real estate term note outstanding that is due, if not renewed, on December 31, 2027, an equipment loan for $1.6 million and a new term loan facility of up to $1.0 million for capital expenditures, both with maturity dates of May 31, 2018.  As of June 30, 2014, we have not borrowed against the $1.0 million capital term note.

Under the 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 three-month LIBOR + 2.5% (approximately 2.75% at June 30, 2014) while our real estate term notes bear interest at three-month LIBOR + 3.0% (approximately 3.25% at June 30, 2014).  The weighted-average interest rate on our line of credit was 2.9% for the three and six months ended June 30, 2014.  The weighted-average rate on our real estate term notes was 3.6% and 3.4% for the three and six months ended June 30, 2014, respectively.  At December 31, 2013, we had borrowing on our line

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of credit of $7,234,983, included in current debt on the balance sheet.  At June 30, 2014 we had borrowings on our line of credit of $7,166,396.  We have reclassified to long term on our balance sheet at June 30, 2014 because we have the ability and intent to refinance the debt on a long term basis.  The line of credit requires a lock box arrangement; however there are no acceleration clauses that would accelerate the maturity of our outstanding borrowings.

The credit agreement contains 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 the line is subject to borrowing base requirements, and advances are at the discretion of the lender.  At June 30, 2014, we have net unused availability under our line of credit of approximately $4.2 million.  The line is secured by substantially all of our assets.

NOTE 4.  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 months ended June 30, 2014 was (6%), compared with 34% for the three months ended June 30, 2013. The tax benefit in the second quarter of 2014 was the result of a favorable audit settlement with the Minnesota Department of Revenue which included the acceptance of the Company’s research and development credits of $100,000 which were previously reserved for as an uncertain position.  The effective tax rate for the year ended December 31, 2014 is expected to be 30% compared to 28% for the year ended December 31, 2013.

The differences between federal income taxes computed at the federal statutory rate and reported income taxes for the three and six months ended June 30, 2014 and 2013 are as follows:

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At June 30, 2014, we had $41,000 of net uncertain tax benefit positions remaining in other long-term liabilities related to research and development credits that would reduce our effective income tax rate if recognized.

ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview:

We are a Wayzata, Minnesota based full-service electronics manufacturing services (EMS) contract manufacturer of wire and cable assemblies, printed circuit board assemblies, higher-level assemblies and 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 customers mainly in the aerospace and defense, medical, and industrial equipment markets. We maintain manufacturing facilities in Baxter, Bemidji, Blue Earth, Mankato, Merrifield, and Milaca, Minnesota; Augusta, Wisconsin; and Monterrey, Mexico.  All of the Company’s facilities are certified to one or more of the ISO standards, including 9001 and 13485, with most having additional certifications based on the needs of the customers they serve.

Summary of Results:

The second quarter of 2014 was stronger than the first in both revenue and net income and our quarter end backlog increased 13% from the beginning of the quarter led by medical and industrial customers.  We continue to see increased activity in quoting and pipeline opportunities from our industrial customers which were lagging during most of the economic recovery.  Orders from our defense customers continue to be impacted by funding delays and program cancellations.

For the quarter ended June 30, 2014, we reported net sales of $27.4 million compared to $28.5 million reported in the same quarter of 2013.  Increases to our medical customers were offset by decreases to our aerospace and defense and industrial customers.

Our gross profit percentage for the three months ended June 30, 2014 was 12.0% compared to 11.8% for the three months ended June 30, 2013.  Favorable changes in product mix and continued process improvements in the second quarter of 2014 positively impacted gross margin.  Gross profit percentage for the six months ended June 30, 2014 and 2013 was 11.9% and 12.1%, respectively.

Gross profit is affected by a number of factors, including product mix, component costs and availability, product life cycles, unit volumes, pricing, competition, new product introductions, and capacity utilization. Our manufacturing processes allow us to build a broad range of products in our facilities and better utilize our manufacturing capacity. In the case of new product introductions, profitability normally lags revenue growth due to product start-up costs, operational inefficiencies, and under-absorbed overhead. Gross margin for these programs often improves over time as manufacturing volumes increase and as our utilization rates and overhead absorption improve, As a result of these various factors, our gross margin varies from period to period.

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Income from operations was approximately $347,000 and $583,000 for the three and six months ended June 30, 2014, respectively and $373,000 and $597,000 for the three and six months ended June 30, 2013, respectively.

Net income for the second quarter of 2014 was $246,701 or $0.09 per diluted common share, compared to net income of $187,219 or $0.07 per diluted common share for the same period in 2013.  Net income for the six months ended June 30, 2014 was $332,858 or $0.12 per diluted common share, while net income from the same period in 2013 totaled $328,308 or $0.12 per diluted common share.

Cash provided by operating activities in the first six months of 2014 was $1.3 million.  Cash provided in the  first six months of 2014 came primarily from profits, noncash addback of depreciation and the timing of collections on our accounts receivable, offset by increased inventories and accounts payable.  Cash used by operating activities in the first six months of 2013 was $1.4 million due to increased inventories and slower than expected collections on our accounts receivable.

Results of Operations:

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

Net Sales:

We reported net sales of $27.4 million and $28.5 for the three months ended June 30, 2014 and 2013, respectively. Net sales for the six months ended June 30, 2014 and 2013 were $53.6 million and $54.4 million, respectively. Revenue increased to our existing medical customers, but was offset by a decline in revenue to our industrial customers who continue to be impacted by the sluggish

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economic recovery.  Sales to our aerospace and defense customers decreased as a result of lower Department of Defense program funding.  Defense contract length and size continue to decrease in this post war environment with several large programs eliminated or substantially reduced.

Net sales by our major EMS industry markets for the three and six month periods ended June 30, 2014 and 2013 are as follows:

Backlog:

Our 90-day order backlog as of June 30, 2014 was approximately $19.2 million, a 13% increase compared to approximately $17.0 million at the beginning of the quarter.  Our medical customers backlog increased nicely from the beginning of the quarter and last year and we are encouraged by the increase in backlog and sales activity coming from our industrial customers.  Aerospace and defense backlog increased from the start of the quarter but decreased from the prior year due to lower Department of Defense funding and the post war transition. 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.

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

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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 June 30, 2014 and 2013 was 12.0% and 11.8% of net sales.  Favorable changes in product mix and continued process improvements in the second quarter of 2014 positively impacted gross margin.  Gross profit percentage for the six months ended June 30, 2014 and 2013 was 11.9% and 12.1%, respectively.

Selling Expense:

Our selling expenses were $1.1 million or 4.2% of net sales and $1.2 million or 4.2% of net sales for the three months ended June 30, 2014 and 2013, respectively.  Selling expenses were $2.3 million or 4.2% of net sales and $2.4 million or 4.4% of net sales for the six months ended June 30, 2014 and 2013, respectively.

General and Administrative Expense:

Our general and administrative expenses were $1.8 million or 6.5% of net sales and $1.8 million or 6.3% of net sales for the three months ended June 30, 2014 and 2013, respectively.  General and administrative expenses were $3.5 million or 6.6% of net sales and $3.6 million or 6.5% of net sales for the six months ended June 30, 2014 and 2013, respectively.

Income Taxes:

Our effective tax rate for the three months ended June 30, 2014 was (6%) compared with 34% for the three months ended June 30, 2013.  The tax benefit in the second quarter of 2014 was the result of a favorable audit settlement with the Minnesota Department of Revenue which included the acceptance of the Company’s research and development credits of $100,000 which were previously reserved for as an uncertain position.  The differences between federal income taxes computed at the federal statutory rate and reported income taxes for the three and six months ended June 30, 2014 and 2013 are as follows:

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Liquidity and Capital Resources:

We have satisfied our liquidity needs over the past several years with cash flows generated from operations and an operating line of credit through WFB.  We also have real estate and equipment term loans.  Both the line of credit and real estate term notes are subject to fluctuations in the LIBOR rates.  The line of credit, real estate term notes, and equipment loans with WFB 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.

On June 30, 2014, we had outstanding advances of $7.2 million under the line of credit and unused availability of $4.2 million supported by our borrowing base.  We believe our financing arrangements and cash flows to be provided by operations will be sufficient to satisfy our future working capital needs.  Our working capital was $23.0 million and $15.5 million as of June 30, 2014 and December 31, 2013, respectively.  The increase in working capital relates primarily to the reclassification of our line of credit from current to long term.  We have reclassified to long term on our balance sheet at June 30, 2014 because we have the ability and intent to refinance the debt on a long term basis.

Net cash provided by operating activities for the six months ended June 30, 2014 was $1.3 million.  Cash provided in the  first six months of 2014 came primarily from profits, noncash addback of depreciation and the timing of collections on our accounts receivable, offset by increased inventories and accounts payable purchases to support the increase in our 90 day backlog.

Net cash used in investing activities of $1.1 million for the six months ended June 30, 2014 is comprised of property and equipment purchases to support the business.

Critical Accounting Policies and Estimates:

Our significant accounting policies and estimates are summarized in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2013.  There have been no significant changes in these critical accounting policies since December 31, 2013.  Some of our accounting policies require us to exercise significant judgment in selecting the appropriate assumptions for calculating financial estimates.  Such judgments are subject to an inherent degree of uncertainty.  These judgments are based on our historical experience, known trends in our industry, terms of existing contracts and other information from outside sources, as appropriate.  Actual results could differ from these estimates.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update (“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

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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. The Company 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, 2016, with no early adoption permitted, 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. The Company has not yet selected a transition method and is currently evaluating the impact of the pending adoption of ASU 2014-09 on the consolidated financial statements.

Forward-Looking Statements:

Those statements in the foregoing report that are not historical facts are forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.  Such statements generally will be accompanied by words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “possible,” “potential,” “predict,” “project,” or other similar words that convey the uncertainty of future events or outcomes.  Although we believe these forward-looking statements are reasonable, they are based upon a number of assumptions concerning future conditions, any or all of which may ultimately prove to be inaccurate.  Forward-looking statements involve a number of risks and uncertainties.  Important factors that could cause actual results to differ materially from the forward-looking statements include, without limitation:

·            Volatility in the marketplace which may affect market supply and demand for our products;

·            Increased competition;

·            Changes in the reliability and efficiency of operating facilities or those of third parties;

·            Risks related to availability of labor;

·            Increase in certain raw material costs such as copper;

·            Commodity and energy cost instability;

·            General economic, financial and business conditions that could affect our financial condition and results of operations; and

·            Availability of raw material components.

The factors identified above are believed to be important factors (but not necessarily all of the important factors) that could cause actual results to differ materially from those expressed in any forward-looking statement made by us.  Unpredictable or unknown factors not discussed herein could also have material adverse effects on forward-looking statements.  All forward-looking statements included in this Form 10-Q are expressly qualified in their entirety by the forgoing cautionary statements.  We undertake no obligations to update publicly any forward-looking

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statement (or its associated cautionary language) whether as a result of new information or future events.

Please refer to forward-looking statements and risks as previously disclosed in our report on Form 10-K for the fiscal year ended December 31, 2013.

ITEM 4.   CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures:

In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q, our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act).  Based upon their evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures were effective as of the date of such evaluation in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting:

There was no change in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II

ITEM 1.    LEGAL PROCEEDINGS

We are subject to various legal proceedings and claims that arise in the ordinary course of business.

ITEM 6. EXHIBITS

Exhibits

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Signatures

Pursuant to the requirements 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.

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