Form 8-K

8-K — NORTECH SYSTEMS INC

Accession: 0001493152-26-037337

Filed: 2026-08-12

Period: 2026-08-12

CIK: 0000722313

SIC: 3679 (ELECTRONIC COMPONENTS, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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2026-08-12

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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): August 12, 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 August 12, 2026, entitled “Nortech Systems Reports Second Quarter Results” regarding

its consolidated results and financial condition for the second quarter ended June 30, 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 August 12, 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:

August 12, 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 Second Quarter Results

MINNEAPOLIS – August 12, 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 second quarter ended June 30, 2026.

2026 Q2 Highlights:

●

Net sales of $33.5 million in Q2 2026 vs. $30.7 million in Q2 2025

●

Net income of $316 thousand, or $0.11 per basic share in Q2 2026 vs. $313 thousand, or $0.12 per basic share in Q2 2025

●

Adjusted earnings before interest, taxes, depreciation, and amortization (“EBITDA”) of $938 thousand in Q2 2026 vs. $1.1 million in Q2 2025

●

90-day backlog of $33.4 million as of June 30, 2026 vs. $26.6 million as of June 30, 2025

●

Total backlog of $93.8

million as of June 30, 2026, up 20% from June 30, 2025

Management Commentary

“Nortech delivered a solid second quarter, with

year-over-year revenue growth, improved gross margins, and continued positive operating income reflecting the benefits of our restructuring

actions and disciplined execution,” said President & CEO, Jay D. Miller.

“We are encouraged by the continued strength

of our bookings and our backlog, which we view as an important leading indicator of future business prospects, including opportunities

in attractive markets such as Aerospace and Defense as well as Medical. We are also seeing continued customer interest in nearshoring

and regional manufacturing strategies, where our North American footprint, combined with our China operations, positions Nortech well

to support customers’ evolving supply chain needs. As we move through the second half of 2026, we remain focused on converting

strong customer engagement into sustainable growth and long-term value.”

Summary Financial Information

The following table provides summary financial information

comparing the second quarter 2026 (“Q2 2026”) financial results to the same quarter in 2025 (“Q2 2025”) as well

as the six-month period ended June 30, 2026 (“YTD 2026”) with the same period in 2025 (“YTD 2025”).

($ in thousands)

Q2 2026

Q2 2025

% Change

YTD 2026

YTD 2025

% Change

Net sales

33,540

30,675

9.3

63,856

57,570

10.9

Gross profit

5,703

4,837

17.9

10,405

7,915

31.5

Operating expenses

5,080

4,095

24.1

9,735

8,786

10.8

Net income (loss)

316

313

1.0

282

(1,003

)

(128.1

EBITDA

938

1,073

(12.6

1,288

(193

)

(767.4

Adjusted EBITDA

938

1,073

(12.6

1,288

1,664

Conference Call

The Company will hold a live

conference call and webcast at 3:30 p.m. central time on Wednesday, August 12, to discuss the Company’s 2026 second 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: 979013. Participants may also access the call via webcast at: https://www.webcaster5.com/Webcast/Page/2814/54239.

###

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 strength and growth of bookings and backlog, future business prospects,

opportunities in aerospace and defense and medical markets, converting strong customer engagement into sustainable growth and long-term

value, future financial results including increased gross margin, our ability to generate positive EBITDA, nearshoring as a strategic

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

markets, and effects of restructuring and consolidating manufacturing facilities. 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

SIX MONTHS ENDED

JUNE 30,

2026

2025

2026

2025

Net sales

33,540

30,675

63,856

57,570

Cost of goods sold

27,837

25,838

53,451

49,655

Gross profit

5,703

4,837

10,405

7,915

Operating expenses:

Selling

1,484

1,204

2,815

2,388

General and administrative

3,250

2,589

6,264

5,504

Research and development

346

302

656

628

Restructuring charges

266

Total operating expenses

5,080

4,095

9,735

8,786

Income (loss) from operations

623

742

670

(871

)

Other expense:

Interest expense, net

(197

)

(257

)

(453

)

(471

)

Income (loss) before income taxes

426

485

217

(1,342

)

Income tax expense (benefit)

110

172

(65

)

(339

)

Net income (loss)

316

313

282

(1,003

)

Net income (loss) per common share:

Basic (in dollars per share)

0.11

0.12

0.10

(0.36

)

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

2,805,183

2,773,598

2,795,659

2,767,263

Diluted (in dollars per share)

0.11

0.12

0.09

(0.36

)

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

2,999,002

2,954,765

3,007,439

2,767,263

Other comprehensive income (loss)

Foreign currency translation

124

130

Comprehensive income (loss), net of tax

337

437

372

(873

)

NORTECH SYSTEMS INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2026 AND DECEMBER 31, 2025

(UNAUDITED)

(IN THOUSANDS, EXCEPT SHARE DATA)

JUNE 30,

2026

DECEMBER 31,

2025

ASSETS

Current assets:

Cash

1,380

1,655

Restricted cash

294

Accounts receivable, less allowance for credit losses of $154 and $161, respectively

19,850

16,998

Inventories, net

24,512

20,695

Contract assets

16,979

15,184

Prepaid assets and other assets

1,279

1,618

Total current assets

64,294

56,150

Property and equipment, net

4,977

5,203

Operating lease assets, net

6,420

7,016

Deferred tax assets

3,963

3,394

Other intangible assets, net

147

156

Deferred line of credit issuance costs, net

244

Total assets

80,045

71,919

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Lines of credit

7,868

7,000

Current portion of term loan, net of debt issuance costs

432

Accounts payable

14,949

12,809

Accrued payroll and commissions

2,808

1,822

Customer deposits

6,848

5,386

Current portion of operating leases

1,246

1,332

Current portion of finance lease obligations

243

274

Other accrued liabilities

1,644

1,221

Total current liabilities

36,038

29,844

Long-term liabilities:

Term loan, net of debt issuance costs

1,636

Long-term operating lease obligations

5,929

6,476

Long-term finance lease obligations

534

626

Other long-term liabilities

434

426

Total long-term liabilities

8,533

7,528

Total liabilities

44,571

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; 2,853,766 and 2,786,134 shares issued and outstanding, respectively

Additional paid-in capital

18,409

17,855

Accumulated other comprehensive loss

(619

)

(709

)

Retained earnings

17,405

17,123

Total shareholders’ equity

35,474

34,547

Total liabilities and shareholders’ equity

80,045

71,919

NORTECH SYSTEMS INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(IN THOUSANDS)

SIX MONTHS ENDED JUNE 30,

2026

2025

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)

282

(1,003

)

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

Depreciation and amortization

618

678

Compensation on stock-based awards

320

235

Change in allowance for credit losses

)

Change in inventory reserves

(311

)

351

Deferred taxes

(569

)

(700

)

Changes in current operating items:

Accounts receivable

(2,705

)

(2,842

)

Inventories

(3,530

)

2,714

Contract assets

(1,795

)

(1,192

)

Prepaid expenses and other assets

338

(1,647

)

Accounts payable

2,077

295

Accrued payroll and commissions

978

(94

)

Customer deposits

1,463

Other accrued liabilities

392

386

Net cash used in operating activities

(2,449

)

(2,773

)

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from sale of property and equipment

Purchases of property and equipment

(323

)

(367

)

Net cash used in investing activities

(323

)

(358

)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from lines of credit

35,061

51,405

Payments to line of credit

(34,198

)

(48,485

)

Proceeds from term loan

2,200

Payments of debt issuance costs

(290

)

Principal payments on term loan

(110

)

Principal payments on financing leases

(124

)

(85

)

Stock award exercises

235

Net cash provided by financing activities

2,774

2,858

Effect of exchange rate changes on cash and restricted cash

Net change in cash and restricted cash

(264

)

Cash and restricted cash - beginning of period

1,655

916

Cash and restricted cash - end of period

1,674

652

RECONCILIATION OF NET INCOME (LOSS) TO EBITDA AND

ADJUSTED EBITDA

THREE MONTHS ENDED

JUNE 30,

SIX MONTHS ENDED

JUNE 30,

2026

2025

2026

2025

($ in thousands)

Net income (loss)

316

313

282

(1,003

)

Interest

197

257

453

471

Taxes

110

172

(65

)

(339

)

Depreciation

311

327

609

669

Amortization

EBITDA

938

1,073

1,288

(193

)

Restructuring charges

266

ADJUSTED EBITDA

938

1,073

1,288

There were no material adjustments

to EBITDA in the three or six months ended June 30, 2026 and the three months ended June 30, 2025. Adjustment to EBITDA for the six months

ended June 30, 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(1)

2023

2024

2025

2026

Net Sales

140.8

138.9

139.3

138.7

137.5

135.6

128.1

120.8

117.6

116.7

118.4

121.8

124.7

Gross Profit $ - Adjusted

22.4

21.4

23.1

22.2

20.7

16.7

14.4

14.6

15.8

18.0

19.6

20.5

Gross Margin % - Adjusted

15.9

15.4

16.6

16.1

15.3

13.1

11.9

12.4

13.5

15.2

16.1

16.4

EBITDA - Adjusted

6.8

6.0

8.0

8.1

7.3

5.9

2.1

(0.5

)

(0.4

)

0.7

2.5

3.9

3.7

(1) For

the last twelve-month periods ended June 30, 2026 and June 30, 2025, the Company recorded

management incentive compensation expense (reversal of expense) of $647 thousand and ($527)

thousand, respectively.

Contact

Andrew D. C. LaFrence

Chief

Financial Officer and Senior Vice President of Finance

alafrence@nortechsys.com

952-345-2243

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Cover

Aug. 12, 2026

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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

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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.

+ References

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

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- Definition

Title of a 12(b) registered security.

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

-Publisher SEC

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-Section 12

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- Definition

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

-Publisher SEC

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Trading symbol of an instrument as listed on an exchange.

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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 written communications pursuant to Rule 425 under the Securities Act.

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

-Publisher SEC

-Name Securities Act

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