NSYS 8-K
Nortech Systems Inc (NSYS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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 |
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, | 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 | ) | 11 | (939 | ) | ||||||||||
| Income tax (benefit) expense | (216 | ) | 55 | 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
AS 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 | 250 | ||||||
| Common stock - $0.01 par value; 9,000,000 shares authorized; 2,786,134 and 2,760,793 shares issued and outstanding, respectively | 28 | 28 | ||||||
| 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 | 7 | ||||||
| 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 | 23 | 38 | ||||||
| Net cash (used in) provided by financing activities | (1,867 | ) | 2,765 | |||||
| Effect of exchange rate changes on cash | 20 | (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 | ) | 55 | 263 | 356 | |||||||||||
| Depreciation | 298 | 333 | 1,270 | 1,649 | ||||||||||||
| Amortization | 4 | 5 | 18 | 89 | ||||||||||||
| 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):
| ● | In 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 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Q4 2022 | Q1 2023 | Q2 2023 | Q3 2023 | Q4 2023 | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 | Q4 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 | 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 | % | 16.6 | % | 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
952-345-2243