Form 8-K

8-K — NORTECH SYSTEMS INC

Accession: 0001493152-26-022756

Filed: 2026-05-13

Period: 2026-05-13

CIK: 0000722313

SIC: 3679 (ELECTRONIC COMPONENTS, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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2026-05-13

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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): May 13, 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 May 13, 2026, entitled “Nortech Systems Reports First Quarter Results” regarding its

consolidated results and financial condition for the first quarter ended March 31, 2026. 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 May 13, 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:

May 13, 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 First Quarter Results

MINNEAPOLIS

– May 13, 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 first quarter ended March 31, 2026.

2026

Q1 Highlights:

●

Net

sales of $30.3 million in Q1 2026 vs. $26.9 million in Q1 2025

●

Net

loss of $(34) thousand, or $(0.01) per basic share in Q1 2026 vs. $(1,316) thousand, or $(0.48) per basic share in Q1 2025

●

Adjusted

earnings before interest, taxes, depreciation, and amortization (“EBITDA”) of $350 thousand in Q1 2026 vs. $(1.0) million

loss in Q1 2025

●

90-day

backlog of $31.5 million as of March 31, 2026 vs. $26.7 million as of March 31, 2025

●

Total

backlog of $90.8 million as of March 31, 2026

●

Company

closed on $17.2 million debt financing

Management

Commentary

“Nortech

delivered another quarter of operational and financial progress, marking our fourth consecutive period of encouraging operating

and EBITDA results reflecting the positive execution of our strategic restructuring initiatives. We are seeing continued improvements

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

We are also excited to see our new Senior Vice President of Global Operations, Andrew Walko, stepping into his role to lead our global

team and having an immediate and encouraging impact,” 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. Our Bemidji facility continues to make significant progress serving our customers in the Aerospace

and Defense segment. Aerospace and Defense is historically our smallest customer segment, yet it continues to grow at a steady pace becoming

an increasingly important part of our customer mix. The continued growth of the backlog will provide a tailwind for the Company into

the second half of the year. With the closure of our new debt financing in March, 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 in 2026

and beyond,” Miller said.

Summary

Financial Information

The

following table provides summary financial information comparing the first quarter 2026 (“Q1 2026”) financial results to

the same quarter in 2025 (“Q1 2025”).

($ in thousands)

Q1 2026

Q1 2025

Change

Net sales

$ 30,316

$ 26,895

12.7 %

Gross profit

$ 4,702

$ 3,078

52.8 %

Operating expenses

$ 4,655

$ 4,691

(0.8 )%

Net loss

$ (34 )

$ (1,316 )

(97.4 )%

EBITDA

$ 350

$ (1,266 )

(127.6 )%

Adjusted EBITDA

$ 350

$ (1,000 )

(135.0 )%

Conference

Call

The

Company will hold a live conference call and webcast at 3:30 p.m. central time on Thursday, May 14, to discuss the Company’s 2026

first 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: 361581. Participants may also access the call via webcast

at: https://www.webcaster5.com/Webcast/Page/2814/53855.

###

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

MARCH 31,

2026

2025

Net sales

$ 30,316

$ 26,895

Cost of goods sold

25,614

23,817

Gross profit

4,702

3,078

Operating expenses:

Selling

1,331

1,184

General and administrative

3,014

2,915

Research and development

310

326

Restructuring charges

266

Total operating expenses

4,655

4,691

Income (loss) from operations

(1,613 )

Other expense:

Interest expense, net

(256 )

(214 )

Loss before income taxes

(209 )

(1,827 )

Income tax benefit

(175 )

(511 )

Net loss

$ (34 )

$ (1,316 )

Net loss per common share:

Basic (in dollars per share)

$ (0.01 )

$ (0.48 )

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

2,786,134

2,760,929

Diluted (in dollars per share)

$ (0.01 )

$ (0.48 )

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

2,786,134

2,760,929

Other comprehensive income (loss)

Foreign currency translation

Comprehensive income (loss), net of tax

$ 35

$ (1,310 )

NORTECH

SYSTEMS INCORPORATED AND SUBSIDIARIES

CONDENSED

CONSOLIDATED BALANCE SHEETS

OF MARCH 31, 2026 AND DECEMBER 31, 2025

(UNAUDITED)

(IN

THOUSANDS, EXCEPT SHARE DATA)

MARCH 31,

2026

DECEMBER 31,

2025

ASSETS

Current assets:

Cash

$ 1,964

$ 1,655

Restricted cash

244

Accounts receivable, less allowance for credit losses of $205 and $161, respectively

17,823

16,998

Inventories, net

23,561

20,695

Contract assets

16,010

15,184

Prepaid assets and other assets

1,071

1,618

Total current assets

60,673

56,150

Property and equipment, net

5,077

5,203

Operating lease assets, net

6,720

7,016

Deferred tax assets

3,753

3,394

Other intangible assets, net

151

156

Deferred line of credit issuance costs

266

Total assets

$ 76,640

$ 71,919

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Lines of credit

$ 7,485

$ 7,000

Current portion of term loan

433

Accounts payable

14,645

12,809

Accrued payroll and commissions

2,708

1,822

Customer deposits

4,672

5,386

Current portion of operating leases

1,309

1,332

Current portion of finance lease obligations

259

274

Other accrued liabilities

1,487

1,221

Total current liabilities

32,998

29,844

Long-term liabilities:

Term loan

1,743

Long-term operating lease obligations

6,186

6,476

Long-term finance lease obligations

577

626

Other long-term liabilities

428

426

Total long-term liabilities

8,934

7,528

Total liabilities

41,932

37,372

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 2,786,134 shares issued and outstanding, respectively

Additional paid-in capital

17,981

17,855

Accumulated other comprehensive loss

(640 )

(709 )

Retained earnings

17,089

17,123

Total shareholders’ equity

34,708

34,547

Total liabilities and shareholders’ equity

$ 76,640

$ 71,919

NORTECH

SYSTEMS INCORPORATED AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(IN

THOUSANDS)

THREE MONTHS ENDED MARCH 31,

2026

2025

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

$ (34 )

$ (1,316 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

303

347

Compensation on stock-based awards

126

118

Change in allowance for credit losses

Change in inventory reserves

(257 )

231

Deferred taxes

(359 )

Changes in current operating items:

Accounts receivable

(822 )

(814 )

Inventories

(2,610 )

487

Contract assets

(826 )

388

Prepaid expenses and other assets

460

(1,588 )

Accounts payable

1,917

(1,441 )

Accrued payroll and commissions

883

674

Customer deposits

(713 )

(112 )

Other accrued liabilities

327

Net cash used in operating activities

(1,561 )

(2,930 )

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of property and equipment

(228 )

(268 )

Net cash used in investing activities

(228 )

(268 )

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from lines of credit

9,960

25,970

Payments to line of credit

(9,472 )

(22,710 )

Proceeds from term loan

2,200

Payments of debt issuance costs

(290 )

Proceeds from notes payable

219

Principal payments on financing leases

(62 )

(52 )

Stock award exercises

Net cash provided by financing activities

2,336

3,446

Effect of exchange rate changes on cash and restricted cash

(2 )

Net change in cash and restricted cash

553

246

Cash and restricted cash - beginning of period

1,655

916

Cash and restricted cash - end of period

$ 2,208

$ 1,162

RECONCILIATION

OF NET LOSS TO EBITDA AND ADJUSTED EBITDA

THREE MONTHS ENDED

MARCH 31,

2026

2025

($ in thousands)

Net loss

$ (34 )

$ (1,316 )

Interest

256

214

Taxes

(175 )

(511 )

Depreciation

298

342

Amortization

EBITDA

350

(1,266 )

Restructuring charges

266

ADJUSTED EBITDA

$ 350

$ (1,000 )

There

were no material adjustments to EBITDA in the quarter ended March 31, 2026. Adjustment to EBITDA for the quarter ended March 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.

($ in millions)

Last Twelve Months (“LTM”) Ended in Quarter

2023

2024

2025

2026

Net Sales

$ 138.3

$ 140.8

$ 138.9

$ 139.3

$ 138.7

$ 137.5

$ 135.6

$ 128.1

$ 120.8

$ 117.6

$ 116.7

$ 118.4

$ 121.8

Gross Profit $ - Adjusted

21.9

22.4

21.4

23.1

22.2

20.7

16.7

14.4

14.6

15.8

18.0

19.6

Gross Margin % - Adjusted

15.8 %

15.9 %

15.4 %

16.6 %

16.1 %

15.3 %

13.1 %

11.9 %

12.4 %

13.5 %

15.2 %

16.1 %

EBITDA - Adjusted

$ 6.7

$ 6.8

$ 6.0

$ 8.0

$ 8.1

$ 7.3

$ 5.9

$ 2.1

$ (0.5 )

$ (0.4 )

$ 0.7

$ 2.5

$ 3.9

Contact

Andrew

D. C. LaFrence

Chief

Financial Officer and Senior Vice President of Finance

alafrence@nortechsys.com

952-345-2243

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May 13, 2026

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- Definition

Title of a 12(b) registered security.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

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.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

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.

+ References

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

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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