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0000722313
0000722313
2026-11-12
2026-11-12
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): November 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 |
| of
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 ☐
If
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 November 12, 2026, entitled “Nortech Systems Reports Third Quarter Results” regarding
its consolidated results and financial condition for the third quarter ended September 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 November 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:
November 12, 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 Third Quarter Results
MINNEAPOLIS – November 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 third quarter ended September 30, 2026.
2026 Q3 Highlights:
| |
● |
Net sales of $33.0 million in Q3 2026 vs. $30.5 million in Q3 2025 |
| |
● |
Net income of $637 thousand,
or $0.21 per diluted share in Q3 2026 vs. net loss of $(146) thousand, or $(0.05) per diluted share in Q3 2025 |
| |
● |
Adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”) of $2.0 million in Q3 2026 vs. $1.3 million in Q3 2025 |
| |
● |
90-day backlog of $31.5 million as of September 30, 2026 vs. $31.3 million as of September 30, 2025 |
| |
● |
Total backlog of $92.8 million as of September 30, 2026, up 20% from September 30, 2025 |
Management Commentary
“Our third quarter results reflect continued
execution of our business strategy,” said President & CEO, Jay D. Miller. “We are deepening engineering partnerships with
our customers, using our manufacturing footprint across the United States, Mexico, and China to serve them from the location that best
meets their needs, and strengthening operational discipline across our global operations. These efforts delivered year-over-year revenue
growth and improved gross margin, and they are building momentum with our customers.”
“That momentum is reflected in our backlog.
Total backlog of $92.8 million is up 20% from a year ago, led by Aerospace & Defense and Industrial markets, and gives us confidence
in the direction of the business. Our China operations, where net sales grew more than 56% in the quarter, continue to demonstrate the
value of our global footprint. As we close out 2026, we are focused on converting backlog into profitable shipments, strengthening cash
generation through disciplined purchasing and inventory management, and advancing our fiber optic technologies to support our customers’
next-generation applications.”
Summary Financial Information
The following table provides summary financial information
comparing the third quarter 2026 (“Q3 2026”) financial results to the same quarter in 2025 (“Q3 2025”) as well
as the nine-month period ended September 30, 2026 (“YTD 2026”) with the same period in 2025 (“YTD 2025”).
| ($ in thousands) |
|
Q3 2026 |
|
|
Q3 2025 |
|
|
% Change |
|
|
YTD 2026 |
|
|
YTD 2025 |
|
|
% Change |
|
| Net sales |
|
$ |
33,047 |
|
|
$ |
30,482 |
|
|
|
8.4 |
% |
|
$ |
96,903 |
|
|
$ |
88,052 |
|
|
|
10.1 |
% |
| Gross profit |
|
$ |
5,872 |
|
|
$ |
5,025 |
|
|
|
16.9 |
% |
|
$ |
16,277 |
|
|
$ |
12,940 |
|
|
|
25.8 |
% |
| Operating expenses |
|
$ |
4,458 |
|
|
$ |
4,080 |
|
|
|
9.3 |
% |
|
$ |
14,193 |
|
|
$ |
12,866 |
|
|
|
10.3 |
% |
| Net income (loss) |
|
$ |
637 |
|
|
$ |
(146 |
) |
|
|
536.3 |
% |
|
$ |
919 |
|
|
$ |
(1,149 |
) |
|
|
180.0 |
% |
| EBITDA |
|
$ |
1,719 |
|
|
$ |
1,253 |
|
|
|
37.2 |
% |
|
$ |
3,007 |
|
|
$ |
1,060 |
|
|
|
183.7 |
% |
| Adjusted EBITDA |
|
$ |
1,955 |
|
|
$ |
1,253 |
|
|
|
56.0 |
% |
|
$ |
3,447 |
|
|
$ |
1,326 |
|
|
|
160.0 |
% |
See the reconciliation of GAAP measures to non-GAAP
financial measures of EBITDA and Adjusted EBITDA included in this release.
Conference Call
The Company will hold a live
conference call and webcast at 3:30 p.m. central time on Thursday, November 12, to discuss the Company’s 2026 third 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: 124682. Participants may also access the call via webcast at: https://www.webcaster5.com/Webcast/Page/2814/54544.
###
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, of costs to review long-term strategy to evaluate opportunities to enhance shareholder value, and other
non-recurring items. These strategy costs totaled $236 thousand in the third quarter of 2026 and $440 thousand for the nine months
ended September 30, 2026. 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 |
|
|
NINE MONTHS ENDED |
|
| |
|
SEPTEMBER 30, |
|
|
SEPTEMBER 30, |
|
| |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net sales |
|
$ |
33,047 |
|
|
$ |
30,482 |
|
|
$ |
96,903 |
|
|
$ |
88,052 |
|
| Cost of goods sold |
|
|
27,175 |
|
|
|
25,457 |
|
|
|
80,626 |
|
|
|
75,112 |
|
| Gross profit |
|
|
5,872 |
|
|
|
5,025 |
|
|
|
16,277 |
|
|
|
12,940 |
|
| Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Selling |
|
|
1,187 |
|
|
|
1,221 |
|
|
|
4,002 |
|
|
|
3,609 |
|
| General and administrative |
|
|
3,004 |
|
|
|
2,593 |
|
|
|
9,268 |
|
|
|
8,097 |
|
| Research and development |
|
|
267 |
|
|
|
266 |
|
|
|
923 |
|
|
|
894 |
|
| Restructuring charges |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
266 |
|
| Total operating expenses |
|
|
4,458 |
|
|
|
4,080 |
|
|
|
14,193 |
|
|
|
12,866 |
|
| Income from operations |
|
|
1,414 |
|
|
|
945 |
|
|
|
2,084 |
|
|
|
74 |
|
| Other expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest expense, net |
|
|
(223 |
) |
|
|
(273 |
) |
|
|
(676 |
) |
|
|
(744 |
) |
| Income (loss) before income taxes |
|
|
1,191 |
|
|
|
672 |
|
|
|
1,408 |
|
|
|
(670 |
) |
| Income tax expense |
|
|
554 |
|
|
|
818 |
|
|
|
489 |
|
|
|
479 |
|
| Net income (loss) |
|
$ |
637 |
|
|
$ |
(146 |
) |
|
$ |
919 |
|
|
$ |
(1,149 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income (loss) per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic (in dollars per share) |
|
$ |
0.23 |
|
|
$ |
(0.05 |
) |
|
$ |
0.33 |
|
|
$ |
(0.41 |
) |
| Weighted average number of common shares outstanding - basic (in shares) |
|
|
2,859,420 |
|
|
|
2,785,541 |
|
|
|
2,817,225 |
|
|
|
2,773,401 |
|
| Diluted (in dollars per share) |
|
$ |
0.21 |
|
|
$ |
(0.05 |
) |
|
$ |
0.30 |
|
|
$ |
(0.41 |
) |
| Weighted average number of common shares outstanding - diluted (in shares) |
|
|
3,036,090 |
|
|
|
2,785,541 |
|
|
|
3,017,302 |
|
|
|
2,773,401 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Foreign currency translation |
|
$ |
142 |
|
|
$ |
(21 |
) |
|
$ |
232 |
|
|
$ |
109 |
|
| Comprehensive income (loss), net of tax |
|
$ |
779 |
|
|
$ |
(167 |
) |
|
$ |
1,151 |
|
|
$ |
(1,040 |
) |
NORTECH SYSTEMS INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2026 AND DECEMBER 31, 2025
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE DATA)
| |
|
SEPTEMBER 30, 2026 |
|
|
DECEMBER 31, 2025 |
|
| ASSETS |
|
|
|
|
|
|
|
|
| Current assets: |
|
|
|
|
|
|
|
|
| Cash |
|
$ |
3,023 |
|
|
$ |
1,655 |
|
| Restricted cash |
|
|
1,099 |
|
|
|
- |
|
| Accounts receivable, less allowance for credit losses of $180 and $161, respectively |
|
|
20,948 |
|
|
|
16,998 |
|
| Inventories, net |
|
|
25,648 |
|
|
|
20,695 |
|
| Contract assets |
|
|
17,155 |
|
|
|
15,184 |
|
| Prepaid assets and other assets |
|
|
1,289 |
|
|
|
1,618 |
|
| Total current assets |
|
|
69,162 |
|
|
|
56,150 |
|
| Property and equipment, net |
|
|
5,009 |
|
|
|
5,203 |
|
| Operating lease assets, net |
|
|
6,113 |
|
|
|
7,016 |
|
| Deferred tax assets |
|
|
3,853 |
|
|
|
3,394 |
|
| Other intangible assets, net |
|
|
136 |
|
|
|
156 |
|
| Deferred line of credit issuance costs, net |
|
|
222 |
|
|
|
- |
|
| Total assets |
|
$ |
84,495 |
|
|
$ |
71,919 |
|
| |
|
|
|
|
|
|
|
|
| LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
| Current liabilities: |
|
|
|
|
|
|
|
|
| Lines of credit |
|
$ |
8,310 |
|
|
$ |
7,000 |
|
| Current portion of term loan |
|
|
440 |
|
|
|
- |
|
| Accounts payable |
|
|
15,523 |
|
|
|
12,809 |
|
| Accrued payroll and commissions |
|
|
2,932 |
|
|
|
1,822 |
|
| Customer deposits |
|
|
9,320 |
|
|
|
5,386 |
|
| Current portion of operating lease obligations |
|
|
1,177 |
|
|
|
1,332 |
|
| Current portion of finance lease obligations |
|
|
216 |
|
|
|
274 |
|
| Other accrued liabilities |
|
|
1,823 |
|
|
|
1,221 |
|
| Total current liabilities |
|
|
39,741 |
|
|
|
29,844 |
|
| Long-term liabilities: |
|
|
|
|
|
|
|
|
| Term loan, net of debt issuance costs |
|
|
1,502 |
|
|
|
- |
|
| Long-term operating lease obligations |
|
|
5,666 |
|
|
|
6,476 |
|
| Long-term finance lease obligations |
|
|
612 |
|
|
|
626 |
|
| Other long-term liabilities |
|
|
441 |
|
|
|
426 |
|
| Total long-term liabilities |
|
|
8,221 |
|
|
|
7,528 |
|
| Total liabilities |
|
|
47,962 |
|
|
|
37,372 |
|
| 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; 2,865,782 and 2,786,134 shares issued and outstanding, respectively |
|
|
29 |
|
|
|
28 |
|
| Additional paid-in capital |
|
|
18,689 |
|
|
|
17,855 |
|
| Accumulated other comprehensive loss |
|
|
(477 |
) |
|
|
(709 |
) |
| Retained earnings |
|
|
18,042 |
|
|
|
17,123 |
|
| Total shareholders’ equity |
|
|
36,533 |
|
|
|
34,547 |
|
| Total liabilities and shareholders’ equity |
|
$ |
84,495 |
|
|
$ |
71,919 |
|
NORTECH SYSTEMS INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
| |
|
NINE MONTHS ENDED SEPTEMBER 30, |
|
| |
|
2026 |
|
|
2025 |
|
| CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
| Net income (loss) |
|
$ |
919 |
|
|
$ |
(1,149 |
) |
| Adjustments to reconcile net income (loss) to net cash used in operating activities: |
|
|
|
|
|
|
|
|
| Depreciation and amortization |
|
|
923 |
|
|
|
986 |
|
| Compensation on stock-based awards |
|
|
515 |
|
|
|
369 |
|
| Change in allowance for credit losses |
|
|
19 |
|
|
|
(10 |
) |
| Change in inventory reserves |
|
|
(346 |
) |
|
|
346 |
|
| Deferred taxes |
|
|
(459 |
) |
|
|
(189 |
) |
| Changes in current operating items: |
|
|
|
|
|
|
|
|
| Accounts receivable |
|
|
(3,725 |
) |
|
|
(3,875 |
) |
| Inventories |
|
|
(4,607 |
) |
|
|
2,823 |
|
| Contract assets |
|
|
(1,970 |
) |
|
|
(1,536 |
) |
| Prepaid expenses and other assets |
|
|
329 |
|
|
|
(1,244 |
) |
| Accounts payable |
|
|
2,446 |
|
|
|
165 |
|
| Accrued payroll and commissions |
|
|
1,093 |
|
|
|
555 |
|
| Customer deposits |
|
|
3,935 |
|
|
|
(424 |
) |
| Other accrued liabilities |
|
|
653 |
|
|
|
318 |
|
| Net cash used in operating activities |
|
|
(275 |
) |
|
|
(2,865 |
) |
| |
|
|
|
|
|
|
|
|
| CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
| Proceeds from sale of property and equipment |
|
|
- |
|
|
|
504 |
|
| Purchases of property and equipment |
|
|
(424 |
) |
|
|
(517 |
) |
| Net cash used in investing activities |
|
|
(424 |
) |
|
|
(13 |
) |
| |
|
|
|
|
|
|
|
|
| CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
| Proceeds from lines of credit |
|
|
62,561 |
|
|
|
76,215 |
|
| Payments to line of credit |
|
|
(61,260 |
) |
|
|
(72,880 |
) |
| Proceeds from term loan |
|
|
2,200 |
|
|
|
- |
|
| Payments of debt issuance costs |
|
|
(290 |
) |
|
|
- |
|
| Principal payments on term loan |
|
|
(220 |
) |
|
|
- |
|
| Principal payments on financing leases |
|
|
(182 |
) |
|
|
(140 |
) |
| Stock award exercises |
|
|
320 |
|
|
|
23 |
|
| Net cash provided by financing activities |
|
|
3,129 |
|
|
|
3,218 |
|
| |
|
|
|
|
|
|
|
|
| Effect of exchange rate changes on cash and restricted cash |
|
|
37 |
|
|
|
15 |
|
| |
|
|
|
|
|
|
|
|
| Net change in cash and restricted cash |
|
|
2,467 |
|
|
|
355 |
|
| Cash and restricted cash - beginning of period |
|
|
1,655 |
|
|
|
916 |
|
| Cash and restricted cash - end of period |
|
$ |
4,122 |
|
|
$ |
1,271 |
|
RECONCILIATION OF NET INCOME
(LOSS) TO EBITDA AND ADJUSTED EBITDA
| |
|
THREE MONTHS ENDED
SEPTEMBER 30, |
|
|
NINE MONTHS ENDED
SEPTEMBER 30, |
|
| |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| ($ in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income (loss) |
|
$ |
637 |
|
|
$ |
(146 |
) |
|
$ |
919 |
|
|
$ |
(1,149 |
) |
| Interest |
|
|
223 |
|
|
|
273 |
|
|
|
676 |
|
|
|
744 |
|
| Taxes |
|
|
554 |
|
|
|
818 |
|
|
|
489 |
|
|
|
479 |
|
| Depreciation |
|
|
294 |
|
|
|
303 |
|
|
|
903 |
|
|
|
972 |
|
| Amortization |
|
|
11 |
|
|
|
5 |
|
|
|
20 |
|
|
|
14 |
|
| EBITDA |
|
|
1,719 |
|
|
|
1,253 |
|
|
|
3,007 |
|
|
|
1,060 |
|
| Restructuring charges |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
266 |
|
| Strategy review expenses |
|
|
236 |
|
|
|
- |
|
|
|
440 |
|
|
|
- |
|
| ADJUSTED EBITDA |
|
$ |
1,955 |
|
|
$ |
1,253 |
|
|
$ |
3,447 |
|
|
$ |
1,326 |
|
There were no material adjustments
to EBITDA in the three months ended September 30, 2025. Adjustment to EBITDA for the three and nine months ended September 30, 2026 and
the nine months ended September 30, 2025 include ($ in thousands):
| |
● |
During
the third quarter and first nine months of 2026 we incurred $236 and $440 of third-party consulting, legal and other incremental
costs associated with the Company’s 2026 review of long-term strategy to evaluate opportunities to enhance shareholder
value following realized improvements in the Company’s backlog, financial performance and bank financing. These costs
are included in general and administrative expenses in the condensed consolidated statement of operations, which expense amount is
not included in Adjusted EBITDA. |
| |
● |
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 |
|
| |
|
Q3 2023 |
|
|
Q4 2023 |
|
|
Q1 2024 |
|
|
Q2 2024 |
|
|
Q3 2024 |
|
|
Q4 2024 |
|
|
Q1 2025 |
|
|
Q2 2025 |
|
|
Q3 2025 |
|
|
Q4 2025 |
|
|
Q1 2026 |
|
|
Q2 2026 |
|
|
Q3 2026 |
|
| Net Sales |
|
$ |
138.9 |
|
|
$ |
139.3 |
|
|
$ |
138.7 |
|
|
$ |
137.5 |
|
|
$ |
135.6 |
|
|
$ |
128.1 |
|
|
$ |
120.8 |
|
|
$ |
117.6 |
|
|
$ |
116.7 |
|
|
$ |
118.4 |
|
|
$ |
121.8 |
|
|
$ |
124.7 |
|
|
$ |
127.2 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Gross Profit $ - Adjusted |
|
|
21.4 |
|
|
|
23.1 |
|
|
|
23.1 |
|
|
|
22.2 |
|
|
|
20.7 |
|
|
|
16.7 |
|
|
|
14.4 |
|
|
|
14.6 |
|
|
|
15.8 |
|
|
|
18.0 |
|
|
|
19.6 |
|
|
|
20.5 |
|
|
|
21.3 |
|
| Gross Margin % - Adjusted |
|
|
15.4 |
% |
|
|
16.6 |
% |
|
|
16.6 |
% |
|
|
16.1 |
% |
|
|
15.3 |
% |
|
|
13.1 |
% |
|
|
11.9 |
% |
|
|
12.4 |
% |
|
|
13.5 |
% |
|
|
15.2 |
% |
|
|
16.1 |
% |
|
|
16.4 |
% |
|
|
16.8 |
% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adjusted EBITDA |
|
$ |
6.0 |
|
|
$ |
8.0 |
|
|
$ |
8.1 |
|
|
$ |
7.3 |
|
|
$ |
5.9 |
|
|
$ |
2.1 |
|
|
$ |
(0.5 |
) |
|
$ |
(0.4 |
) |
|
$ |
0.7 |
|
|
$ |
2.5 |
|
|
$ |
3.9 |
|
|
$ |
3.7 |
|
|
$ |
4.7 |
|
Contact
Andrew D. C. LaFrence
Chief
Financial Officer and Senior Vice President of Finance
alafrence@nortechsys.com
952-345-2243