false 0000722313 0000722313 2023-11-08 2023-11-08
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 8, 2023
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 8, 2023, entitled "Nortech Systems Reports Third Quarter 2023 Results” regarding its consolidated results and financial condition for the third quarter ended September 30, 2023. A copy of this news release is attached hereto as Exhibit 99.1.
 
 
Item 9.01 Financial Statements and Exhibits
 
99.1
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 8, 2023
 
 
Nortech Systems Incorporated
 
 
(Registrant)
 
     
 
/s/ Alan K. Nordstrom
 
 
Alan K. Nordstrom
Acting Chief Financial Officer and Corporate Controller
 
 
 

Exhibit 99.1

 

 

Nortech Systems Reports Third Quarter 2023 Results

 

Year-to-Date Revenue Up Nearly 5% from Prior Year;

Gross Margin Increased from Prior Quarter;
Continued Strong Backlog Levels

 

MINNEAPOLIS – November 8, 2023 -- Nortech Systems Incorporated (Nasdaq: NSYS) (the "Company"), a leading provider of engineering and manufacturing solutions for complex electromedical and electromechanical products serving the medical, industrial and defense markets, reported 2023 third quarter results for the period ended September 30, 2023.

 

2023 Third Quarter Highlights:

 

Revenue of $33.4 million, down 5.4% from the same period in 2022.

 

GAAP net income of $1.2 million, or $0.42 per diluted share, compared to net income of $1.5 million, or $0.53 per diluted share, in the same period in 2022.

 

Gross margin of 15.9%, up 30 basis points from gross margin of 15.6% in the second quarter.

 

Earnings before interest, taxes, depreciation and amortization (EBITDA) of $1.6 million, compared to EBITDA of $1.6 million in the second quarter.

 

Quarter-end backlog of $102 million at September 30, 2023, up slightly from the prior quarter end.

 

Management Commentary

“Our team’s focused execution enabled us to increase third quarter gross margin sequentially and maintain EBITDA levels,” said Jay D. Miller, President and CEO of Nortech Systems. “As we have previously discussed, we had anticipated demand levels to fluctuate as customers work through inventory. We saw this influence third quarter revenue as primarily two large customers pushed out their orders to manage their inventory levels, however we expect this issue to get resolved in the near term as new business bookings remain strong. Year-over-year comparisons were also impacted by significant pricing actions in the third quarter of 2022, ahead of material cost increases, that contributed to record-high revenue in that period.

 

“In the third quarter, our bookings and backlog levels remained robust,” added Miller. “We are encouraged by promising opportunities across our medical, industrial and defense markets.”

 

2023 Third Quarter Results

 

In $000, except

EBITDA

Q3 23

Q3 22

% Favorable

YTD

2023

YTD

2022

% Favorable

Revenue

$33,369

$35,276

(5.4) %

$103,278

$98,505

4.8%

Gross Profit

$5,319

$6,328

(16.0) %

$16,277

$15,376

5.9%

Operating Expenses

$4,195

$4,383

4.3%

$13,000

$12,237

(6.2) %

Net Income

$1,207

$1,534

(21.3)%

$2,522

$2,391

5.5%

EBITDA ($ millions)

$1.6

$2.4

(32.3)%

 $4.8

 $4.6

5.5%

 

 

 

In the first nine months of 2023, revenue totaled $103.3 million. This represents a 4.8% increase from revenue of $98.5 million for the first nine months of 2022. Net income totaled $2.5 million, or $0.87 per diluted share, for the first nine months of 2023, up from net income of $2.4 million, or $0.83 per diluted share, in the prior year.

 

For the first nine months of 2023, gross profit totaled $16.3 million, or 15.8%, compared to gross profit of $15.4 million, or 15.6%, in the prior-year period.

 

Through the end of the third quarter operating expenses totaled $13.0 million, a 6.2% increase from the same prior year period operating expenses of $12.2 million. The increase in year-over-year operating expense was primarily driven by investments in IT and HR systems and inflationary pressures on expenses.

 

For the first nine months of 2023 EBITDA totaled $4.8 million, a 5.5% increase from EBITDA of $4.6 million in the prior year period. The year-over-year increase in EBITDA resulted primarily from the previously highlighted revenue growth over the same period.

 

Business Outlook

“Despite the impact of delayed customer shipments on third quarter revenue, we expect to finish the year strong,” explained Miller. “We are guardedly optimistic as we look ahead to 2024.” He concluded, “Our operations are solid, led by the dedicated, hard-working team members across all our locations. Their efforts, combined with our diverse customer base and solid financial platform, give us continued confidence in Nortech’s long-term prospects.”

 

As another source of optimism, Miller cited last month’s news that Nortech’s facility in Suzhou, China, earned Class II Medical Device certification from China’s National Medical Products Administration. This certification increases potential medical sales opportunities in Asia. The medical market is already Nortech’s largest and fastest-growing, accounting for over half of 2022 revenue.

 

Conference Call

 

The Company will hold a live conference call and webcast at 4:00 p.m. central time on Wednesday, November 8, 2023, to discuss the Company's 2023 third quarter results. The call will be hosted by Jay D. Miller, Chief Executive Officer and President and Alan Nordstrom, Acting Chief Financial Officer. To access the live audio conference call, U.S. participants may call 888-506-0062 and international participants may call 973-528-0011. Participant Access Code: 557432. Participants may also access the call via webcast at: https://www.webcaster4.com/Webcast/Page/2814/49292.

 

 

 

 

###

 

 

 

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 Systems primarily serves the medical, 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/interconnect assemblies, printed circuit board assemblies, as well as system-level assembly, integration, and final test. Headquartered in Maple Grove, Minn., Nortech currently has seven 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 profit and growth, improving supply chain management, the impact of proprietary products and innovations on our customers' and our results, sales booking and backlog trends, increasing shareholder value, inflationary pressures, macroeconomic challenges, our ability to retain customers, macroeconomic conditions, competitive advantages, impact of prospective Internet of Things offerings on our business and progress on ESG topics. 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) the impact of global health epidemics on our customers, employees, manufacturing facilities, suppliers, the capital markets and our financial condition (2) supply chain disruptions leading to parts shortages for critical components; (3) volatility in market conditions which may affect market supply of and demand for the Company's products; (4) increased competition; (5) changes in the reliability and efficiency of operating facilities or those of third parties; (6) risks related to the availability of labor; (7) commodity cost increases coupled with our inability to raise prices charged to our customers; (8) the unanticipated loss of key members of senior management and the transition of new members of our management teams to their new roles; (9) general economic, financial and business conditions that could affect the Company's financial condition and results of operations; (10) the Company's ability to steadily improve manufacturing output throughout the remainder of 2023. 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 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. It is not a measurement of our financial performance under GAAP and should not be considered an alternative to revenue or net income, 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 has 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.

 

 

 

   

THREE MONTHS ENDED

   

NINE MONTHS ENDED

 
   

September 30,

   

September 30,

 

INCOME STATEMENT

 

2023

   

2022

   

2023

   

2022

 
                                 

Net Sales

  $ 33,369     $ 35,276     $ 103,278     $ 98,505  
                                 

Cost of Goods Sold

    28,050       28,948       87,001       83,129  
                                 

Gross Profit

    5,319       6,328       16,277       15,376  
      15.9 %     17.9 %     15.8 %     15.6 %
                                 

Operating Expenses

                               

Selling Expenses

    923       959       2,766       2,752  

General and Administrative Expenses

    2,958       2,949       9,328       8,346  

Research and Development Expenses

    314       475       907       1,154  

Gain on Sale of Assets

            -       -       (15 )

Total Operating Expenses

    4,195       4,383       13,001       12,237  
                                 

Income from Operations

    1,124       1,945       3,276       3,139  
                                 

Other Expense

                               

Interest Expense

    (130 )     (122 )     (365 )     (337 )
                                 

Income Before Income Taxes

    994       1,823       2,911       2,802  
                                 

Income Tax (Benefit) Expense

    (213 )     289       389       411  
                                 

Net Income

  $ 1,207     $ 1,534     $ 2,522     $ 2,391  
                                 

Net Income Per Common Share - Basic

  $ 0.44     $ 0.57     $ 0.93     $ 0.89  
                                 

Weighted Average Number of Common Shares Outstanding - Basic

    2,737,895       2,686,884       2,716,166       2,683,594  
                                 

Net Income Per Common Share - Diluted

  $ 0.42     $ 0.53     $ 0.87     $ 0.83  

Weighted Average Number of Common Shares Outstanding - Diluted

    2,888,679       2,899,526       2,887,889       2,886,073  

 

 

 

BALANCE SHEET

 

September 30,

2023

   

December 31,

2022

 

Cash

  $ 699     $ 1,027  

Restricted Cash

    422       1,454  

Accounts Receivable

    15,956       15,975  

Employee Retention Credit Receivable

    -       2,650  

Inventories, Net

    21,467       22,438  

Contract Assets

    11,746       9,982  

Prepaid Expenses and Other Current Assets

    2,304       1,334  

Property and Equipment, Net

    6,135       6,408  

Operating Lease Assets

    6,955       7,850  

Other Intangible Assets, Net

    303       422  

Total Assets

  $ 65,987     $ 69,540  
                 

Accounts Payable

  $ 13,099     $ 14,792  

Lease Obligations, Finance & Operating, Net

    8,493       9,659  

Accrued Payroll and Commissions

    3,976       4,803  

Customer deposits

    3,861       3,515  

All Other Liabilities

    1,238       1,838  

Line of Credit

    4,611       6,853  

Shareholders’ Equity

    30,708       28,080  

Total Liabilities and Shareholders’ Equity

  $ 65,987     $ 69,540  

 

 

 

CASH FLOW STATEMENT

 

September 30,

2023

   

September 30,

2022

 

Cash Flows from Operating Activities

               

Net Income

  $ 2,522     $ 2,391  

Depreciation and Amortization

    1,539       1,440  

Compensation on Stock-Based Awards

    299       234  

Deferred Taxes

    288       -  

Change in Inventory Reserves

    (8 )     (54 )

Other, Net

    (169 )     (87 )

Changes in Current Operating Items

               

Accounts Receivable

    (162 )     (1,115 )

Inventories

    899       (4,402 )

Contract Assets

    (1,780 )     (1,188 )

Prepaid Expenses and Other Assets

    (588 )     (213 )

Income Taxes

    (1,084 )     (167 )

Accounts Payable

    (1,636 )     1,659  

Accrued Payroll and Commissions

    (810 )     1,071  

Customer Deposits

    345       -  

All Other Operating Items

    2,526       1,431  

Net Cash Provided By Operating Activities

  $ 2,181     $ 1,000  
                 

Cash Flows from Investing Activities

               

Proceeds from Sale of Property and Equipment

    -       15  

Purchase of Property and Equipment

    (1,121 )     (1,730 )

Net Cash Used In Investing Activities

  $ (1,121 )   $ (1,715 )
                 

Cash Flows from Financing Activities

               

Proceeds from Line of Credit

    95,783       88,673  

Payments to Line of Credit

    (98,035 )     (87,816 )

Principal Payments on Financing Leases

    (291 )     (326 )

Stock Option Exercises

    155       51  

Net Cash (Used In) Provided By Financing Activities

  $ (2,388 )   $ 582  
                 

Effect of Exchange Rate Changes on Cash

    (32 )     -  
                 

Net Change in Cash

  $ (1,360 )   $ (133 )

Cash - Beginning of Period

    2,481       2,225  

Cash - Ending of Period

  $ 1,121     $ 2,091  

 

 

 

   

THREE MONTHS ENDED

   

NINE MONTHS ENDED

 
   

September 30,

   

September 30,

 

RECONCILIATION TO EBITDA

 

2023

   

2022

   

2023

   

2022

 

Net Income

  $ 1,207     $ 1,534       2,522     $ 2,391  

Interest expense

    130       122       365       337  

Income tax (benefit) expense

    (213 )     289       389       411  

Depreciation & amortization expense

    512       473       1,539       1,440  

EBITDA

  $ 1,636     $ 2,417       4,815     $ 4,563  

 

 

There are no material adjustments to EBITDA in 2022 or 2023.

 

Adjustments to EBITDA in 2021 include:

 

In the third quarter of 2021, we recognized $5,209 related to the CARES Act Employee Retention Credit (ERC) as a reduction of costs of goods sold of $4,670, selling expense of $125, and general and administrative expense of $414. Nortech received ERC cash payment in two installments, the first in December 2022 and the second in May 2023.

 

CARES Act Paycheck Protection Program (PPP) loan forgiveness gain of $6,170 recorded in the fourth quarter of 2021.

 

Restructuring expense in 2021 of $327 related to the consolidation of our printed circuit board production capabilities into our center of excellence in Mankato, Minnesota and closure of our Merrifield, Minnesota plant.

 

Gain on sale of assets in 2021 of $141 related to the closure of our Merrifield, Minnesota plant.

 

Loss on abandonment of intangible assets in 2021 of $560 related to abandonment of the Devicix tradename.

 

   

Last Twelve Months (LTM) Ended in Quarter

 
   

Q2 2021

   

Q3 2021

   

Q4 2021

   

Q1 2022

   

Q2 2022

   

Q3 2022

   

Q4 2022

   

Q1 2023

   

Q2 2023

   

Q3 2023

 

Net Sales

  $ 102.5     $ 105.5     $ 115.2     $ 123.8     $ 126.1     $ 132.0     $ 134.1     $ 138.3     $ 140.8     $ 138.9  
                                                                                 

Gross profit $ - Adjusted

    8.8       10.3       11.2       13.7       15.1       18.1       20.5       21.9     $ 22.4     $ 21.4  

Gross margin % - Adjusted

    8.6 %     9.7 %     9.7 %     11.0 %     12.0 %     13.7 %     15.3 %     15.8 %     15.9 %     15.4 %
                                                                                 

EBITDA - Adjusted

  $ (2.0 )   $ (0.7 )   $ (0.2 )   $ 1.9     $ 2.5     $ 4.2     $ 5.8     $ 6.7     $ 6.8     $ 6.0  

 

 
v3.23.3
Document And Entity Information
Nov. 08, 2023
Document Information [Line Items]  
Entity, Registrant Name NORTECH SYSTEMS INCORPORATED
Document, Type 8-K
Document, Period End Date Nov. 08, 2023
Entity, Incorporation, State or Country Code MN
Entity, File Number 0-13257
Entity, Tax Identification Number 41-1681094
Entity, Address, Address Line One 7550 Meridian Circle N
Entity, Address, City or Town Maple Grove
Entity, Address, State or Province MN
Entity, Address, Postal Zip Code 55369
City Area Code 952
Local Phone Number 345-2244
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol NSYS
Security Exchange Name NASDAQ
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0000722313

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