Form 8-K - Groowe Newsroom

8-K — NORTECH SYSTEMS INC

Accession: 0001493152-26-012975

Filed: 2026-03-26

Period: 2026-03-26

CIK: 0000722313

SIC: 3679 (ELECTRONIC COMPONENTS, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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2026-03-26

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT PURSUANT

SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): March 26, 2026

NORTECH

SYSTEMS INCORPORATED

(Exact

name of registrant as specified in charter)

Minnesota

0-13257

41-1681094

(State

or other jurisdiction

(Commission

IRS

Employer

incorporation)

File

Number)

Identification

No.)

7550

Meridian Circle N, Maple Grove, MN 55369

(Address

of principal executive offices)

(952)

345-2244

(Registrant’s

telephone number, including area code)

Not

Applicable

(Former

name or former address, if changed from last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class:

Trading

Symbol(s)

Name

of each exchange on which registered:

Common

Stock, par value $.01 per share

NSYS

NASDAQ

Capital Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

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. ☐

Item

2.02 Results of Operations and Financial Condition

The

Registrant issued a news release on March 26, 2026, entitled “Nortech Systems Reports Fourth Quarter Results” regarding its

consolidated results and financial condition for the fourth quarter ended December 31, 2025. A copy of this news release is attached

hereto as Exhibit 99.1.

Item

9.01 Financial Statements and Exhibits

99.1

News Release dated March 26, 2026 (furnished)

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned

hereunto duly authorized.

Date:

March 26, 2026

Nortech

Systems Incorporated

(Registrant)

/s/

Andrew D. C. LaFrence

Andrew

D. C. LaFrence

Chief

Financial Officer and SVP Finance

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Nortech

Systems Reports Fourth Quarter Results

MINNEAPOLIS

– March 26, 2026 – Nortech Systems Incorporated (Nasdaq: NSYS) (“Nortech” or the “Company”), a leading

provider of engineering and manufacturing solutions for complex electromedical and electromechanical products serving the medical imaging,

medical device, industrial, and aerospace & defense markets, reported financial results for the fourth quarter ended December 31,

2025.

2025

Q4 Highlights:

●

Net

sales of $30.3 million in Q4 2025 vs. $28.6 million in Q4 2024

●

Net

income of $897 thousand, or $0.32 per basic share in Q4 2025 vs. $(1,478) thousand, or $(0.54) per basic share in Q4 2024

●

Adjusted

earnings before interest, taxes, depreciation, and amortization (“EBITDA”) of $1.2 million in Q4 2025 vs. ($585) thousand

loss in Q4 2024

●

90-day

backlog of $27.3 million as of December 31, 2025 vs. $26.5 million as of December 31, 2024

●

Company closes on $17.2 million debt

financing

Management

Commentary

“Nortech

delivered another quarter of meaningful operational and financial progress, marking our third consecutive period of positive operating

and EBITDA results reflecting the positive execution of our strategic restructuring initiatives. The continued improvements we

are seeing in gross margins, manufacturing efficiency, and world-class quality metrics reflect the disciplined execution of our long-term

strategy and the dedication of our global team,” said President & CEO, Jay D. Miller.

“Our

growing customer backlog, combined with the successful transfer of key programs to our optimized facilities, is strengthening the foundation

for sustained performance improvement. We are especially proud of the AS9100:D certification achieved at our Monterrey facility - a significant

milestone that further enhances our competitiveness in aerospace, and other high-reliability markets. With the closure of our new

debt financing last week, and our strong North American and Asian footprint, we believe we are well-positioned to support

customers pursuing nearshore manufacturing strategies. I am grateful for the hard work of our employees across the globe, and we remain

optimistic about the opportunities ahead as we continue to execute our strategy into 2026,” Miller said.

Summary

Financial Information

The

following table provides summary financial information comparing the fourth quarter 2025 (“Q4 2025”) financial results to

the same quarter in 2024 (“Q4 2024”) as well as the year ended December 31, 2025 (“2025”) with the year ended

December 31, 2024 (“2024”).

($ in thousands)

Q4 2025

Q4 2024

Change

2025

2024

Change

Net sales

$ 30,313

$ 28,620

5.9 %

$ 118,365

$ 128,133

(7.6 )%

Gross profit

$ 5,066

$ 2,822

79.5 %

$ 18,006

$ 16,722

7.7 %

Operating expenses

$ 4,165

$ 4,049

2.9 %

$ 17,031

$ 16,917

0.7 %

Net income (loss)

$ 897

$ (1,478 )

160.7 %

$ (252 )

$ (1,295 )

(80.5 )%

EBITDA

$ 1,203

$ (889 )

235.3 %

$ 2,263

$ 1,543

46.7 %

Adjusted EBITDA

$ 1,203

$ (585 )

305.6 %

$ 2,529

$ 2,114

19.6 %

Conference

Call

The

Company will hold a live conference call and webcast at 7:30 a.m. central time on Friday, March 27, to discuss the Company’s 2025

fourth quarter results. The call will be hosted by Jay D. Miller, Chief Executive Officer and President and Andrew D. C. LaFrence, Chief

Financial Officer and Senior Vice President of Finance. To access the live audio conference call, US participants may call 888-506-0062

and international participants may call 973-528-0011. Participant Access Code: 726639. Participants may also access the call via webcast

at: https://www.webcaster5.com/Webcast/Page/2814/53646.

###

About

Nortech Systems Incorporated

Nortech

Systems is a leading provider of design and manufacturing solutions for complex electromedical devices, electromechanical systems, assemblies,

and components. Nortech primarily serves the medical imaging, medical device, aerospace & defense, and industrial markets. Its design

services span concept development to commercial design, and include medical device, software, electrical, mechanical, and biomedical

engineering. Its manufacturing and supply chain capabilities are vertically integrated around wire, cable, and interconnect assemblies,

printed circuit board assemblies, as well as system-level assembly, integration, and final test. Headquartered in Maple Grove, Minn.,

Nortech currently has six manufacturing locations and design centers across the U.S., Latin America, and Asia. Nortech Systems is traded

on the NASDAQ Stock Market under the symbol NSYS. Nortech’s website is www.nortechsys.com.

Forward-Looking

Statements

This

press release contains forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform

Act of 1995 including without limitation statements regarding future financial results including increased gross margin, our ability

to generate positive EBITDA, increased plant utilization and manufacturing efficiency, growth of our backlog, continuing improvement

of quality metrics, success in moving production from on facility to another Company owned facility, nearshoring as a strategic advantage,

successful execution of our long-term strategy, our enhanced competitiveness in aerospace, defense, and other high-reliability markets,

effects of restructuring and consolidating manufacturing facilities, sustained long-term health and growth, and optimism about customer

pipeline. While this release is based on management’s best judgment and current expectations, actual results may differ materially

from those expressed or implied and 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: (1) commodity cost increases coupled with challenges

in raising prices and/or customer pressure to reduce prices; (2) supply chain disruptions leading to shortages of critical components;

(3) volatility in market conditions which may affect demand for the Company’s products; (4) increased competition and/or reduced

demand; (5) changes in the reliability and efficiency of operating facilities or those of third parties; (6) risks related to the availability

of labor; (7) the unanticipated loss of any key member of senior management; (8) geopolitical, economic, financial and business conditions

including changing tariff environment; (9) the Company’s ability to steadily improve manufacturing output and product quality;

(10) the impact of global health epidemics on our customers, employees, manufacturing facilities, suppliers, the capital markets and

our financial condition; (11) challenges with customers with respect to moving production from one facility to another Company-owned

facility or (12) financing cost increases and continued availability. Some of the above-mentioned factors are described in further detail

in the section entitled “Risk Factors” in our annual and quarterly reports, as applicable. You should assume the information

appearing in this document is accurate only as of the date hereof, or as otherwise specified, as our business, financial condition, results

of operations and prospects may have changed since such date. Except as required by applicable law, including the securities laws of

the United States and the rules and regulations of the United States Securities and Exchange Commission, we undertake no obligation to

publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, to reflect

actual results or changes in factors or assumptions affecting such forward-looking statements.

Reconciliation

of Generally Accepted Accounting Principles (“GAAP”) Measures to Non-GAAP Financial Measure

EBITDA

is a non-GAAP financial measure used by management that we believe provides useful information to investors because it reflects ongoing

performance excluding certain non-recurring items during comparable periods and facilitates comparisons between peer companies since

interest, taxes, depreciation, and amortization can differ greatly between different organizations as a result of differing capital structures

and tax strategies. EBITDA is defined as net income (loss) plus interest expense, plus income tax expense plus depreciation expense and

amortization expense. EBITDA should be considered in addition to, not as a substitute for, or superior to, financial measures calculated

in accordance with GAAP. Adjusted EBITDA reflects the impact of restructuring and non-recurring items. EBITDA and Adjusted EBITDA are

not a measurement of our financial performance under GAAP and should not be considered an alternative to net sales or net income (loss),

as applicable, or any other performance measures derived in accordance with GAAP and may not be comparable to other similarly titled

measures of other businesses. EBITDA and Adjusted EBITDA have limitations as an analytical metric, and you should not consider it in

isolation or as a substitute for analysis of our operating results as reported under GAAP.

NORTECH

SYSTEMS INCORPORATED AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

AND

COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(IN

THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

THREE MONTHS ENDED

YEARS ENDED

DECEMBER 31,

2025

2024

2025

2024

Net sales

$ 30,313

$ 28,620

$ 118,365

$ 128,133

Cost of goods sold

25,247

25,798

100,359

111,411

Gross profit

5,066

2,822

18,006

16,722

Operating expenses

Selling

1,194

841

4,803

3,446

General and administrative

2,693

2,606

10,790

11,709

Research and development

278

298

1,172

1,191

Restructuring charges

304

266

571

Total operating expenses

4,165

4,049

17,031

16,917

Income (loss) from operations

901

(1,227 )

975

(195 )

Other expense

Interest expense

(220 )

(196 )

(964 )

(744 )

Income (loss) before income taxes

681

(1,423 )

(939 )

Income tax (benefit) expense

(216 )

263

356

Net income (loss)

$ 897

$ (1,478 )

$ (252 )

$ (1,295 )

Net income (loss) per common share:

Basic (in dollars per share)

$ 0.32

$ (0.54 )

$ (0.09 )

$ (0.47 )

Weighted average number of common shares outstanding - basic (in shares)

2,786,134

2,756,943

2,776,680

2,755,041

Diluted (in dollars per share)

$ 0.31

$ (0.54 )

$ (0.09 )

$ (0.47 )

Weighted average number of common shares outstanding - diluted (in shares)

2,906,977

2,756,943

2,776,680

2,755,041

Other comprehensive income (loss)

Foreign currency translation

159

(310 )

268

(445 )

Comprehensive income (loss), net of tax

$ 1,056

$ (1,788 )

$ 16

$ (1,740 )

NORTECH

SYSTEMS INCORPORATED AND SUBSIDIARIES

CONDENSED

CONSOLIDATED BALANCE SHEETS

OF DECEMBER 31, 2025 AND DECEMBER 31, 2024

(UNAUDITED)

(IN

THOUSANDS, EXCEPT SHARE DATA)

DECEMBER 31,

2025

DECEMBER 31,

2024

ASSETS

Current assets:

Cash

$ 1,655

$ 916

Accounts receivable, less allowances of $161 and $196, respectively

16,998

14,875

Inventories, net

20,695

21,638

Contract assets

15,184

13,792

Prepaid assets and other assets

1,618

4,094

Total current assets

56,150

55,315

Property and equipment, net

5,203

6,232

Operating lease assets

7,016

8,139

Deferred tax assets

3,394

2,575

Other intangible assets, net

156

174

Total assets

$ 71,919

$ 72,435

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Line of credit

$ 7,000

$ -

Accounts payable

12,809

11,582

Accrued payroll and commissions

1,822

1,841

Customer deposits

5,386

5,140

Current portion of operating leases

1,332

1,175

Current portion of finance lease obligations

274

143

Other accrued liabilities

1,221

1,547

Total current liabilities

29,844

21,428

Long-term liabilities:

Long-term line of credit

8,634

Long-term operating lease obligations, net of current portion

6,476

7,773

Long-term finance lease obligations, net of current portion

626

311

Other long-term liabilities

426

284

Total long-term liabilities

7,528

17,002

Total liabilities

37,372

38,430

Shareholders’ equity:

Preferred stock, $1 par value; 1,000,000 shares authorized; 250,000 shares issued and outstanding

250

Common stock - $0.01 par value; 9,000,000 shares authorized; 2,786,134 and 2,760,793 shares issued and outstanding, respectively

Additional paid-in capital

17,855

17,329

Accumulated other comprehensive loss

(709 )

(977 )

Retained earnings

17,123

17,375

Total shareholders’ equity

34,547

34,005

Total liabilities and shareholders’ equity

$ 71,919

$ 72,435

NORTECH

SYSTEMS INCORPORATED AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(IN

THOUSANDS)

YEARS ENDED DECEMBER 31,

2025

2024

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

$ (252 )

$ (1,295 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization

1,288

1,738

Compensation on stock-based awards

503

461

Deferred taxes

(558 )

(12 )

Change in accounts receivable allowance

(35 )

(162 )

Change in inventory reserves

401

280

Gain on disposal of property and equipment

(23 )

Changes in current operating items

Accounts receivable

(1,951 )

4,405

Inventories

485

(400 )

Contract assets

(1,393 )

689

Prepaid expenses and other assets

2,482

(2,049 )

Income taxes

(29 )

(333 )

Accounts payable

1,346

(3,956 )

Accrued payroll and commissions

(30 )

(2,289 )

Customer deposits

244

1,071

Other accrued liabilities

242

(375 )

Net cash provided by (used in) operating activities

2,743

(2,250 )

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from sale of property and equipment

504

Purchases of property and equipment

(661 )

(1,270 )

Net cash used in investing activities

(157 )

(1,263 )

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from line of credit

101,785

129,793

Payments to line of credit

(103,480 )

(126,944 )

Proceeds from notes payable

345

Principal payments on financing leases

(195 )

(367 )

Share repurchases

(100 )

Stock award exercises

Net cash (used in) provided by financing activities

(1,867 )

2,765

Effect of exchange rate changes on cash

(11 )

Net change in cash

739

(759 )

Cash - beginning of year

916

1,675

Cash - end of year

$ 1,655

$ 916

RECONCILIATION

OF NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA

THREE MONTHS ENDED

DECEMBER 31,

YEARS ENDED

DECEMBER 31,

2025

2024

2025

2024

($ in thousands)

Net income (loss)

$ 897

$ (1,478 )

$ (252 )

$ (1,295 )

Interest

220

196

964

744

Taxes

(216 )

263

356

Depreciation

298

333

1,270

1,649

Amortization

EBITDA

1,203

(889 )

2,263

1,543

Restructuring charges

304

266

571

ADJUSTED EBITDA

$ 1,203

$ (585 )

$ 2,529

$ 2,114

There

were no material adjustments to EBITDA in the quarter ended December 31, 2025. Adjustment to EBITDA for the year ended December 31, 2025

include ($ in thousands):

●

During

the first quarter of 2025, we incurred $235 of severance charges for a February 2025 reduction in force to align staffing to our

forecasted net sales and $31 of expenses related to our closed Blue Earth facility, which expense amount is not included in Adjusted

EBITDA.

Adjustment

to EBITDA in 2024 include ($ in thousands):

●

connection with the Blue Earth facility closure, we incurred $304 and $571 of retention bonus and other expenses in the quarter and

year ended December 31, 2024, respectively, which expense amount is not included in Adjusted EBITDA.

($ in millions)

Last Twelve Months (“LTM”) Ended in Quarter

2022

2023

2024

2025

Net Sales

$ 134.1

$ 138.3

$ 140.8

$ 138.9

$ 139.3

$ 138.7

$ 137.5

$ 135.6

$ 128.1

$ 120.8

$ 117.6

$ 116.7

$ 118.4

Gross Profit $ - Adjusted

20.5

21.9

22.4

21.4

23.1

22.2

20.7

16.7

14.4

14.6

15.8

18.0

Gross Margin % - Adjusted

15.3 %

15.8 %

15.9 %

15.4 %

16.6 %

16.1 %

15.3 %

13.1 %

11.9 %

12.4 %

13.5 %

15.2 %

EBITDA - Adjusted

$ 5.8

$ 6.7

$ 6.8

$ 6.0

$ 8.0

$ 8.1

$ 7.3

$ 5.9

$ 2.1

$ (0.5 )

$ (0.4 )

$ 0.7

$ 2.5

Contact

Andrew

D. C. LaFrence

Chief

Financial Officer and Senior Vice President of Finance

alafrence@nortechsys.com

952-345-2243

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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-Section 12

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Local phone number for entity.

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No definition available.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Securities Act

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