NORTECH SYSTEMS INC (Form: 10-K, Received: 03/22/2016 09:16:19)

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NORTECH SYSTEMS INCORPORATED AND SUBSIDIARY TABLE OF CONTENTS DECEMBER 31, 2015 AND 2014
PART III

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-K


(Mark One)
ý		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

NORTECH SYSTEMS INCORPORATED

Commission file number 0-13257
State of Incorporation: Minnesota
IRS Employer Identification No. 41-1681094
Executive Offices: 7550 Meridian Circle N #150, Maple Grove, MN 55369
Telephone number: (952) 345-2244

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered

Common Stock, par value $.01 per share		NASDAQ Capital Market

Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.


	Large Accelerated Filer o		Accelerated Filer o		Non-accelerated Filer o		Smaller Reporting Company ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

The aggregate market value of voting stock held by non-affiliates of the registrant, based on the closing price of $4.35 per share, was $4,918,506 on June 30, 2015.

Shares of common stock outstanding at February 29, 2016: 2,746,325.

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DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Proxy Statement for the 2015 Annual Shareholders' Meeting have been incorporated by reference into Part III of this Form 10-K. The Proxy Statement is expected to be filed with the Securities and Exchange Commission (the "SEC") within 120 days after December 31, 2015, the end of our fiscal year.

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NORTECH SYSTEMS INCORPORATED

ANNUAL REPORT ON FORM 10K

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		PAGE

PART I

Item 1.	Business	4-6

Item 1A.	Risk Factors	6-9

Item 1B.	Unresolved Staff Comments	9

Item 2.	Properties	9

Item 3.	Legal Proceedings	9

Item 4.	Mine Safety Disclosures	9

PART II

Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	10

Item 6.	Selected Financial Data	10

Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	10-16

Item 8.	Financial Statements and Supplementary Data	17-38

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	39

Item 9A.	Controls and Procedures	39

Item 9B.	Other Information	39

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	40

Item 11.	Executive Compensation	40

Item 12.	Security Ownership of Certain Beneficial Owners, Management and Related Stockholder Matters	40

Item 13.	Certain Relationships and Related Transactions, and Director Independence	41

Item 14.	Principal Accountant Fees and Services	41

PART IV

Item 15.	Exhibits and Financial Statement Schedules	41

	Signatures	44

	Index to Exhibits	45

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NORTECH SYSTEMS INCORPORATED
FORM 10-K
For the Year Ended December 31, 2015

PART I

ITEM 1. BUSINESS

DESCRIPTION OF BUSINESS

We are a Minnesota corporation organized in December 1990, filing annual reports, quarterly reports, proxy statements, and other documents with the SEC under the Securities Exchange Act of 1934 (the "Exchange Act"). The public may read and copy any materials that we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE., Washington, D.C. 20549 on official business days during the hours of 10 a.m. to 3 p.m. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Also, the SEC maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers, including us, who file electronically with the SEC. The public can obtain any documents that we file with the SEC at http://www.sec.gov.

GENERAL

We are an Electronic Manufacturing Services ("EMS") company with our headquarters in Maple Grove, Minnesota, a suburb of Minneapolis, Minnesota. We maintain facilities and operations in Minnesota and Wisconsin in the United States; Monterrey, Mexico; and Suzhou, China. We offer a full range of value-added engineering, technical and manufacturing services and support including project management, design, testing, prototyping, manufacturing, supply chain management and post-market services. Our manufacturing and engineering services include complete medical devices, printed circuit board assemblies, wire and cable assemblies, and complex higher level electromechanical assemblies. The majority of our revenue is derived from products built to the customer's design specifications.

Our breadth of manufacturing, technical expertise and experience make us attractive to our broad customer base. Our customers are original equipment manufacturers ("OEMs") in the Aerospace/Defense, Medical and Industrial/Commercial markets. The diversity in the markets we serve is an advantage in dealing with the effects of fluctuations from the economy and competition. In the design phase, we provide technical support, subject matter expertise in design for manufacturing and testing capabilities that allow our customer programs to get to production faster while meeting both their quality and cost requirements. Our customers rely on our experience and capabilities in manufacturing and supply chain to manage and reduce cost over the life cycle of their products. This requires a strong relationship with our customers based on a trusting partnership as we perform as an extension of their operations.

BUSINESS SEGMENT

All of our operations fall under the Contract Manufacturing segment within the EMS industry. We strategically direct production between our various manufacturing facilities based on a number of considerations to best meet our customers' needs. We share resources for sales, marketing, engineering, supply chain, information services, human resources, payroll, and all corporate accounting functions. Our financial information is consolidated and evaluated regularly by the chief operating decision maker in assessing performance and allocating resources.

BUSINESS STRATEGY

The EMS industry has evolved into a dynamic, high-tech global electronics contract services industry. We continue to expand our capabilities and foot print to better meet these changing market requirements. Along with offering technical expertise in our quality processes, engineering design applications and testing, we are also increasing our focus on supplier-managed inventory services and the cost drivers throughout the global supply chain. Asia expansion is designed to support global customer base and provide competitive economic alternatives for the overall business health.

We continue to pursue acquisitions, mergers, and/or joint ventures of companies in the EMS industry to increase our service offering, remain competitive, grow our customer base and increase revenues. Our strategic objectives and our history are based on both organic and acquired growth.

Our quality systems and processes are based on International Standards Organization ("ISO") standards with all facilities certified to the latest version of the ISO 9001 and/or Aerospace Systems ("AS") 9100 standards. We also have ISO 13485 certification which recognizes our quality management systems applicable to

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contract design, manufacture and repair of assemblies for the medical industry. Our Milaca operation is a U.S. Food and Drug Administration ("FDA") registered facility. These certifications and registrations provide our customers assurance of our capabilities and proven processes. All of our facilities are certified to one or more of the ISO/AS standards, with most having additional certifications based on the needs of the customers they serve.

We are committed to quality, cost effectiveness and responsiveness to customer requirements. To achieve these objectives we have invested in Restriction of Hazardous Substances (lead free) processing, equipment, plant capacity studies, people, enterprise resource planning systems, lean manufacturing and supply chain management techniques at our facilities. We are committed to continuous improvement and have invested in training our people to identify and act on improvement opportunities. We maintain a diversified customer base and expand into other capabilities and services when there is a fit with our core competencies and strategic vision.

MARKETING

We concentrate our marketing efforts in the Aerospace/Defense, Medical and Industrial markets. Our marketing strategy emphasizes our breadth, expertise and experience in each of our markets. Our expertise helps our customers save time and money and also reduces their risks. The breadth of our manufacturing, supply chain, engineering services and complete turnkey solutions assist our customers in getting their products to market quickly while managing the total cost solution. Our strength is managing low to moderate volume components and assemblies with high mix customer demand. This requires us to have close customer relationships and operational flexibility to manage the variation of product demands.

Our customer emphasis continues to be on companies that require an electronic manufacturing partner with a high degree of manufacturing and quality sophistication, including statistical process control, statistical quality control, ISO standards, Military Specifications, AS 9100 and FDA facility registration. We continue efforts to penetrate our existing customer base and expand market opportunities with participation in industry forums and selected trade shows. We target customers who value proven manufacturing performance, design, project management and application engineering expertise and who value the flexibility to manage the supply chain of a high mix of products and services. We market our services through a mix of traditional marketing outreach, a specialized business development team and independent manufacturers' representatives.

SOURCES AND AVAILABILITY OF MATERIALS

We currently purchase the majority of our electronic components directly from electronic component manufacturers and large electronic distributors. On occasion some of our components may be placed on a stringent allocation basis; however, we are not currently experiencing any major material purchasing or availability problems.

MAJOR CUSTOMERS

We have one customer that accounts for more than 10% of net sales for the years ended December 31, 2015 and 2014. Their medical industry operations accounted for 18% and 23% of net sales for the years ended December 31, 2015 and 2014, respectively. Their transportation industry operations accounted for 9% and 6% of net sales for the years ended December 31, 2015 and 2014, respectively.

PATENTS AND LICENSES

We are not presently dependent on a proprietary product requiring licensing, patent, copyright or trademark protection. We do not believe that patents, licenses, copyrights and trademark protection are necessary for successful operations. We believe the successful manufacture and sale of our products generally depends more on our technical expertise, trade secrets and manufacturing skills.

COMPETITION

The contract manufacturing EMS industry's competitive makeup includes small closely held contract manufacturing companies, large global full-service contract manufacturers, company-owned in-house manufacturing facilities and foreign contract manufacturers. We do not believe that the small closely held operations pose a significant competitive threat in the markets and customers we serve, as they generally do not have the complete manufacturing and engineering services or capabilities required by our target customers. We do believe the larger global full service and foreign manufacturers are more focused on higher volume customer engagements and we do not see them as our primary competition. We continue to see opportunities

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with OEM companies that have their own in-house electronic manufacturing capabilities as they evaluate their internal costs and investments against outsourcing to contract manufacturers. We do see trends of the low volume, high mix customer demand going to a regional supply base. This is a good fit with our US, Mexico and future Asian operations. We continue to study and investigate other regions and global alternatives to meet our competitive challenges and customer requirements.

RESEARCH AND DEVELOPMENT

We perform research and development for customers on an as requested and program basis for development of conceptual engineering and design activities prior to manufacturing the products. We did not expend significant dollars in 2015 or 2014 on company-sponsored product research and development.

ENVIRONMENTAL LAW COMPLIANCE

We believe that our manufacturing facilities are currently operating under compliance with local, state, and federal environmental laws. We have incurred, and plan to continue incurring, the necessary expenditures we deem necessary for compliance with applicable laws. Any environmental-oriented equipment is capitalized and depreciated over a seven-year period. The annualized depreciation expense for this type of environmental equipment is insignificant. Expenditures relating to compliance for operating facilities incurred in the past have not significantly affected our capital expenditures, earnings or competitive position.

GOVERNMENT REGULATION

As a medical device manufacturer we have additional compliance requirements. We are required to register with the FDA and are subject to periodic inspection by the FDA for compliance with the FDA's Quality System Regulation ("QSR") requirements, which require manufacturers of medical devices to adhere to certain regulations, including testing, quality control and documentation procedures. Compliance with applicable regulatory requirements is subject to continual review and is rigorously monitored through periodic inspections and product field monitoring by the FDA.

EMPLOYEES

We have 740 full-time and 101 part-time/temporary employees as of January 31, 2016. Manufacturing personnel, including direct, indirect support and sales functions, comprise 812 employees, while general administrative employees total 29. At January 31, 2015 we had 700 full-time and 113 part-time/temporary employees.

FOREIGN OPERATIONS AND EXPORT SALES

We have a leased manufacturing facility in Monterrey, Mexico with approximately $1,185,000 in long-term assets at December 31, 2015. We also have a leased manufacturing facility in Suzhou, China and expect to begin operations in the first half of 2016. Export sales represented 13% of net sales for the years ended December 31, 2015 and 2014, respectively.

ITEM 1A. RISK FACTORS

In evaluating our company, careful consideration should be given to the following risk factors, in addition to the other information included in this Annual Report on Form 10-K. Each of these risk factors could adversely affect our business, operating results and/or financial condition, as well as adversely affect the value of an investment in our common stock. In addition to the following disclosures, please refer to the other information contained in this report, including our consolidated financial statements and the related notes.

The economic conditions in the United States and around the world could adversely affect our financial results.

Demand for our products and services depends upon worldwide economic conditions, including but not limited to overall economic growth rates, construction, consumer spending, financing availability, employment rates, interest rates, inflation, consumer confidence, defense spending levels, and the profits, capital spending, and liquidity of industrial companies.

We operate in the highly competitive EMS industry.

We compete against many EMS companies. The larger global competitors have more resources and greater economies of scale. We also compete with OEM in-house operations that are continually evaluating manufacturing products internally against the advantages of outsourcing. We may also be at a competitive disadvantage with respect to price when compared to manufacturers with excess capacity, lower cost structures and availability of lower cost labor.

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Competitive factors in our targeted markets are believed to be quality, the ability to meet delivery schedules, customer service, technology solutions, and price. We also expect that our competitors will continue to improve the performance of their current products or services, to reduce their current products or service sales prices and improve services that maybe offered. Any of these could cause a decline in sales, loss of market share, or lower profit margin.

The availability of excess manufacturing capacity of our competitors also creates competitive pressure on price and winning new business. We must continue to provide a quality product, be responsive and flexible to customers' requirements, and deliver to customers' expectations. Our lack of execution could have an adverse effect on our results of operations and financial condition.

We may not meet regulatory quality standards applicable to our manufacturing and quality processes which could have an adverse effect on our business.

As a medical device manufacturer we have additional compliance requirements. We are required to register with the FDA and are subject to periodic inspection by the FDA for compliance with the FDA's QSR requirements, which require manufacturers of medical devices to adhere to certain regulations, including testing, quality control and documentation procedures. Compliance with applicable regulatory requirements is subject to continual review and is rigorously monitored through periodic inspections and product field monitoring by the FDA. If any FDA inspection reveals noncompliance with QSR or other FDA regulations, it could adversely affect our operations.

A large percentage of our sales have been made to a small number of customers, and the loss of a major customer, if not replaced, would adversely affect us.

Our largest customer has two divisions that account for 27% and 29% of net sales for the years ended December 31, 2015 and 2014, respectively.

We are dependent on suppliers for electronic components and may experience shortages, extended lead times, cost premiums and shipment delays that would adversely affect our customers and us.

We purchase raw materials, commodities and components for use in our production. Increased costs of these materials could have an adverse effect on our production costs if we are unable to pass along price increases or reduce the other cost of goods produced through cost improvement initiatives. Fuel and energy cost increases could also adversely affect our freight and operating costs. Due to customer specifications and requirements, we are dependent on suppliers to provide critical electronic components and materials for our operations that could result in shortages of some of the electronic components needed for their production. Component shortages may result in expedited freight, overtime premiums and increased component costs. In addition to the financial impact on operations from lost revenue and increased cost, there could potentially be harm to our customer relationships.

Our customers cancel orders, change order quantity, timing and specifications that if not managed would have an adverse affect on inventory carrying costs.

We face, through the normal course of business, customer cancellations and rescheduled orders and are not always successful in recovering the costs of such cancellations or rescheduling. In addition, excess and obsolete inventory losses as a result of customer order changes, cancellations, product changes and contract termination could have an adverse effect on our operations. We estimate and reserve for any known or potential impact from these possibilities.

Some shareholders may be able to take actions that do not reflect the will or best interests of other shareholders.

Our officers and directors control a majority share of our outstanding common stock and could individually or together exert a significant degree of influence over our affairs.

The manufacture and sale of our products carries potential risk for product liability claims.

We represent and warrant the goods and services we deliver are free from defects in material and workmanship for one year from ship date. We make no other guarantees or warranties, expressed or implied, of any nature whatsoever as to the goods including without limitation, warranties to merchantability, fit for a particular purpose, non-infringement of patent or the like unless agreed upon in writing. If a product liability claim results in our being liable and the amount is in excess of our insurance coverage or there is no insurance coverage for the claim then it could have an adverse effect on our business and financial position.

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We depend heavily on our people and may from time to time have difficulty attracting and retaining skilled employees.

Our operations depend upon the continued contributions of our key management, marketing, technical, financial, accounting, product development engineers, sales people and operational personnel. We also believe that our continued success will depend upon our ability to attract, retain and develop highly skilled managerial and technical resources within the highly competitive EMS industry. Not being able to attract or retain these employees could have a material adverse effect on revenues and earnings.

Operating in foreign countries exposes our operations to risks that could adversely affect our operating results.

We operate a manufacturing facility in Mexico. Our operation there is subject to risks that could adversely impact our financial results, such as economic or political volatility, crime, severe weather, employee turnover, staffing, managing personnel in diverse culture, labor instability, transportation delays, and foreign currency fluctuations. Our manufacturing facility in China will begin operations in the first half of 2016.

Non-compliance with environmental laws may result in restrictions and could adversely affect operations.

Our operations are regulated under a number of federal, state, and foreign environmental and safety laws and regulations that govern the discharge of hazardous materials into the air and water, as well as the handling, storage, and disposal of such materials. These laws and regulations include the Clean Air Act; the Clean Water Act; the Resource Conservation and Recovery Act; and the Comprehensive Environmental Response, Compensation, and Liability Act; as well as analogous state and foreign laws. Compliance with these environmental laws is a major consideration for us due to our manufacturing processes and materials. It is possible we may be subject to potential financial liability for costs associated with the investigation and remediation at our sites; this may have an adverse effect on operations. We have not incurred significant costs related to compliance with environmental laws and regulations and we believe that our operations comply with all applicable environmental laws.

Environmental laws could also become more stringent over time, imposing greater compliance costs and increasing risks and penalties associated with violation. We operate in environmentally sensitive locations and are subject to potentially conflicting and changing regulatory agendas of political, business, and environmental groups. Changes or restrictions on discharge limits; emissions levels; or material storage, handling, or disposal might require a high level of unplanned capital investment or relocation. It is possible that environmental compliance costs and penalties from new or existing regulations may harm our business, financial condition, and results of operations.

We may be subject to risks associated with our acquisitions, and the risks could adversely affect our operating results.

Our strategy is to grow our business organically and through acquisitions, alliances and joint venture arrangements. We will continue to pursue and acquire additional businesses in the EMS industry that fit our long-term objectives for growth and profitability. The success of our acquisitions will depend on our ability to integrate the new operations with the existing operations. The price we pay for a business may exceed the value we realize and we cannot assure you that we will achieve the expected synergies and benefits of any acquisition. Acquisitions may result in the recording of goodwill and other intangible assets which are subject to potential impairments in the future that could harm our financial results.

If we fail to comply with the covenants contained in our credit agreement we may be unable to secure additional financing and repayment obligations on our outstanding indebtedness may be accelerated.

Our credit agreement contains financial and operating covenants with which we must comply. As of December 31, 2015, we were in compliance with these covenants. However, our continued compliance with these covenants is dependent on our financial results, which are subject to fluctuation as described elsewhere in these risk factors. If we fail to comply with the covenants in the future or if our lender does not agree to waive any future non-compliance, we may be unable to borrow funds and any outstanding indebtedness could become immediately due and payable, which could materially harm our business.

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We are dependent on our management information systems for order, inventory and production management, financial reporting, communications and other functions. If our information systems fail or experience major interruptions, including those relating to cybersecurity or arising from cyber-attacks, our business and our financial results could be adversely affected.

We rely on our management information systems to effectively manage our operational and financial functions. Our computer systems, Internet web sites, telecommunications, and data networks are also vulnerable to damage or interruption from power loss, natural disasters and attacks from viruses or hackers, including cybersecurity threats and incidents. Global cybersecurity threats and incidents can range from uncoordinated individual attempts to gain unauthorized access to information technology systems to targeted measures directed at the Company, its customers, its designs and/or its products. Although we utilize various procedures and controls to attempt to mitigate our exposure to these risks, attacks are evolving and unpredictable and we cannot guarantee that any risk prevention measures implemented will be successful. System failures or interruptions, including those relating to cybersecurity or arising from cyber-attacks, could adversely affect our business, financial condition, and operating results.

Our business may be impacted by natural disasters or future climate change.

Natural disasters, such as tornadoes and earthquakes, and possible future changes in climate could negatively impact our business and supply chain. Our properties may be exposed to rare catastrophic weather events, such as severe storms and/or floods. If the frequency of extreme weather events increases due to climate change, our exposure to these events could increase. In countries that we rely on for operations and materials, such as Mexico, China and Thailand, potential natural disasters or future climate changes could disrupt our manufacturing operations, reduce demand for our customers' products and increase supply chain costs.

ITEM 1B. UNRESOLVED STAFF COMMENTS

As a smaller reporting company, we are not required to provide the information required by this Item.

ITEM 2. PROPERTIES

ADMINISTRATION

Our Corporate Headquarters consists of approximately 19,000 square feet located in Maple Grove, Minnesota, a northwestern suburb of Minneapolis, Minnesota. The Corporate Headquarters has a lease with an eighty nine-month term that expires in November 2022. A portion of the Bemidji facility is used for corporate financial and information systems shared services.

MANUFACTURING FACILITIES

Our manufacturing facilities as described below are in good operating condition and are suitable for our needs. We believe our overall production capacity is sufficient to handle our foreseeable manufacturing needs and customer requirements.

Location	Own/Lease

Bemidji, MN	Own		56,000	13,000	69,000
Blue Earth, MN	Own		92,000	48,000	140,000
Merrifield, MN	Own		34,000	12,000	46,000
Eden Prairie, MN	Lease	December 31, 2018	—	15,000	15,000
Milaca, MN	Lease	December 31, 2017	15,000	5,000	20,000
Mankato, MN	Own		43,000	15,000	58,000
Augusta, WI	Own		15,000	5,000	20,000
Monterrey, Mexico	Lease	December 31, 2019	45,000	1,000	46,000
Suzhou, China	Lease	December 31, 2021	27,000	3,000	30,000

ITEM 3. LEGAL PROCEEDINGS

From time to time, we are involved in ordinary, routine or regulatory legal proceedings incidental to the business. When a loss is deemed probable and reasonably estimable an amount is recorded in our financial statements.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

As of February 29, 2016, there were 693 shareholders of record. Our stock is listed on the NASDAQ Capital Market under the symbol "NSYS". We intend to invest our profits into the growth of our operations and, therefore, do not plan to pay out dividends to shareholders in the foreseeable future. We did not declare or pay a cash dividend in 2015 or 2014. Future dividend policy and payments, if any, will depend upon earnings and our financial condition, our need for funds, limitations on payments of dividends present in our current or future debt agreements, and other factors.

Stock price comparisons (NASDAQ):

During the Three Months Ended	Low		High

March 31, 2015	$	4.90	$	5.98
June 30, 2015	$	4.19	$	5.08
September 30, 2015	$	3.87	$	4.59
December 31, 2015	$	3.88	$	4.32
March 31, 2014	$	4.89	$	5.85
June 30, 2014	$	4.31	$	5.32
September 30, 2014	$	4.69	$	5.26
December 31, 2014	$	5.06	$	6.80

Sales of Unregistered Securities:

We did not have any unregistered sales of equity securities in 2015.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers:

We did not make any purchases of our equity securities in 2015.

EQUITY COMPENSATION PLAN INFORMATION

Certain information with respect to our equity compensation plans are contained in Part III, Item 12 of this Annual Report on Form 10-K.

ITEM 6. SELECTED FINANCIAL DATA

As a smaller reporting company, we are not required to provide the information required by this Item.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

We are a Minnesota based full-service EMS contract manufacturer of complex wire and cable assemblies, printed circuit board assemblies, higher-level assemblies, medical devices and other box builds for a wide range of industries. We serve three major markets within the EMS industry: Aerospace and Defense, Medical/Life Sciences, and the Industrial market which includes industrial equipment, transportation, vision, agriculture, oil and gas. In Minnesota, we have facilities in Bemidji, Blue Earth, Eden Prairie, Mankato, Merrifield, Milaca and Maple Grove. We also have facilities in Augusta, Wisconsin; Monterrey, Mexico and Suzhou, China.

The vast majority of our revenue is derived from products built to the customer's design specifications following a wide range of manufacturing process, from simple to highly complex. Our goal is to expand and diversify our customer base by focusing on sales and marketing efforts that fit our value-added service strategy. During 2015, we continued our supply chain and lean manufacturing initiatives designed to reduce costs, improve asset utilization and increase responsiveness to customers. Our initiatives focused on improving quality and on-time delivery as well as improving our manufacturing processes and yields by doing it right the first time.

On July 1, 2015, we completed the acquisition of substantially all of the assets of Devicix, LLC, an innovative medical product design and engineering company located in Eden Prairie, MN for $5.1 million. Devicix designs new products for medical device OEM customers, inventors, and entrepreneurs. Our customers utilize Devicix's design and engineering expertise to develop innovative solutions for new products.

In 2015 we expanded its Mexican location by fifty percent to increase manufacturing of printed circuit board assemblies and high level sub assemblies to support strategic customer initiatives for more regionalization. The company leased a building in Suzhou China for expansion of strategic global customer support for regional production to begin in the second half of 2016.

Our net sales in 2015 were $115.2 million, an increase of 2.8% compared to 2014. Our customers and markets had a mixed year in sales performance due to the

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negative impact of the strong US dollar, the depressed oil and gas industry and varying global economic conditions. The recovery of our domestic Industrial customers and the $2.9 million from the new design engineering business acquired in the second half of the year accounted for the majority of the increase in sales.

Our 90-day backlog at December 31, 2015 was $20.7 million, compared to $17.3 million at the end of 2014. The 20% increase in backlog comes from our defense customers that are beginning to recover from relatively low levels in 2014 and medical customers in both our products business and our newly acquired design engineering services business.

Our gross profit as a percentage of net sales was 10.4% and 11.9% for the years ended December 31, 2015 and 2014, respectively. Gross profit as a percentage of net sales was negatively impacted by customer, product and market mix and ramp up costs associated with the Mexico operation expansion.

Our net loss in 2015 was $0.6 million or $0.21 per diluted common share. Net income totaled $0.9 million or $0.32 per diluted common share in 2014. The net loss in 2015 compared to 2014 was primarily due to the decrease in gross profit along with acquisition and business expansion investment ramp up costs, partially offset by a $0.4 million increase in income tax benefit.

Cash provided by operating activities for the year ended December 31, 2015 was $3.4 million. The noncash addback of depreciation and amortization positively impacted cash flows and our operations generated additional cash due to working capital changes. Cash provided by operating activities for the year ended December 31, 2014 was $1.6 million. Cash provided in 2014 came from profits and noncash addback of depreciation offset by an increase in our accounts receivable and inventories.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our significant accounting policies and estimates are summarized in the footnotes to our annual consolidated financial statements. Some of the accounting policies require us to exercise significant judgment in selecting the appropriate assumptions for calculating financial estimates. Such judgments are subject to an inherent degree of uncertainty. These judgments are based on historical experience, known trends in the industry, terms of existing contracts and other information from outside sources, as appropriate. Actual results may differ from these estimates under different assumptions and conditions. Certain of the most critical estimates that require significant judgment are as follows:

Revenue Recognition:

We recognize manufacturing revenue when we ship goods or the goods are received by our customer, when title has passed, all contractual obligations have been satisfied, the price is fixed or determinable and collection of the resulting receivable is reasonably assured. Generally, there are no formal substantive customer acceptance requirements or further obligations related to manufacturing services. If such requirements or obligations exist, then we recognize the related revenues at the time when such requirements are completed and the obligations are fulfilled. We also provide engineering services separate from the manufacture of a product. Revenue for engineering services is generally recognized on a time and materials basis or upon completion of the engineering process. In addition, we have another separate source of revenue that comes from short-term repair services, which are recognized when the repairs are completed and the repaired products are shipped back to the customer. Our net sales for services were less than 5% of our total sales for all periods presented, and accordingly, are included in net sales in the consolidated statement of operations. Shipping and handling costs charged to our customers are included in net sales, while the corresponding shipping expenses are included in cost of goods sold.

Impairment of Goodwill and Other Intangible Assets:

In accordance with ASC 350, Goodwill and Other Intangible Assets , goodwill is not amortized but is required to be reviewed for impairment at least annually or when events or circumstances indicate that carrying value may exceed fair value. We test impairment annually as of October 1 ^st . In testing goodwill for impairment we perform a quantitative impairment test, including computing the fair value of the reporting unit and comparing that value to its carrying value. If the fair value is less than its carrying value, a second step of the test is required to determine if recorded goodwill is impaired. In the event that goodwill is impaired, an impairment charge to earnings would become necessary. Based on the fourth quarter 2015 goodwill impairment test we concluded that goodwill was not impaired.

We recognize the assets acquired and liabilities assumed in business combinations on the basis of their

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fair values at the date of acquisition. We assess the fair value of assets, including intangible assets, using a variety of methods and each asset is measured at fair value from the perspective of a market participant. The method used to estimate the fair values of intangible assets incorporates significant assumptions regarding the estimates a market participant would make in order to evaluate an asset, including a market participant's use of the asset and the appropriate discount rates for a market participant. Any excess purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill.

Long Lived Asset Impairment:

We evaluate long-lived assets, primarily property and equipment, as well as the related depreciation periods, whenever current events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability for assets to be held and used is based on our projection of the undiscounted future operating cash flows of the underlying assets. To the extent such projections indicate that future undiscounted cash flows are not sufficient to recover the carrying amounts of related assets, a charge might be required to reduce the carrying amount to equal estimated fair value. Assets held for sale are reported at the lower of the carrying amount or fair value less costs to dispose.

Allowance for Doubtful Accounts:

When evaluating the adequacy of the allowance for doubtful accounts, we analyze accounts receivable, historical write-offs of bad debts, customer concentrations, customer credit-worthiness, current economic trends and changes in customer payment terms. We maintain an allowance for doubtful accounts at an amount estimated to be sufficient to provide adequate protection against losses resulting from collecting less than full payment on outstanding accounts receivable. An amount of judgment is required when assessing the realizability of accounts receivable, including assessing the probability of collection and the current credit-worthiness of each customer. If the financial condition of our customers was to deteriorate, resulting in an impairment of their ability to make payments, an additional provision for uncollectible accounts may be required. We have historically not experienced significant bad debts and believe the reserve is adequate for any exposure to loss in the December 31, 2015 accounts receivable.

Inventory Reserves:

Inventory reserves are maintained for the estimated value of the inventory that may have a lower value than stated or quantities in excess of future production needs. We have an evaluation process to assess the value of the inventory that is slow moving, excess or obsolete on a quarterly basis. We evaluate our inventory based on current usage and the latest forecasts of product demand and production requirements from our customers. We believe the total reserve at December 31, 2015 is adequate.

Valuation Allowance:

We record valuation allowances against our deferred tax assets when necessary. Realization of deferred tax assets (such as state attribute carryovers) is dependent on future taxable earnings and therefore uncertain. At least quarterly, we assess the likelihood that our deferred tax assets will be recovered from future taxable income. To the extent we believe that recovery is not likely, we establish a valuation allowance against these assets, thereby increasing income tax expense or decreasing the income tax benefit in the period the determination is made. At December 31, 2015 our valuation allowance was $86,000.

Based on a critical assessment of our accounting estimates and the underlying judgments and uncertainties of those estimates, we believe that our consolidated financial statements provide a meaningful and fair presentation of our financial position and results of operations. Other general risk factors, such as changes in worldwide economic conditions, fluctuations in foreign currency exchange rates, changes in materials costs, performance of acquired businesses and others, could adversely impact our consolidated financial position, results of operations and cash flows in future periods.

No matters have come to our attention since December 31, 2015 that would cause the estimates included in the consolidated financial statements to change materially.

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OPERATING RESULTS

The following table presents our statements of income data as percentages of net sales for the indicated year:



Net Sales	100.0	%	100.0	%
Cost of Goods Sold	89.5		88.1

Gross Profit	10.5		11.9
Selling Expenses	4.6		4.5
General and Administrative Expenses	6.3		6.2

Income from Operations	(0.4	)	1.2
Other Expense	0.4		0.3
Income Tax Expense	(0.3	)	0.1

Net Income	(0.5	)%	0.8	%

Net sales:

For the years ended December 31, 2015 and 2014, we had net sales of $115.2 million and $112.0 million, respectively, an increase of 2.8%, despite the negative impact of the strong US dollar, the depressed oil and gas industry and other economic conditions that impacted a number of large global customers. Our Industrial customers are leading the increase in revenue, up 7% over prior year primarily due to increased penetration of existing customers. The newly acquired medical device design engineering services revenue is included in the medical/life sciences market and accounted for $2.5 million of the increase.

Net sales by our major EMS industry markets for the years ended December 31, 2015 and 2014 are as follows:

(in thousands)

Aerospace and Defense	14,458	14,869	(3	)
Medical/Life Sciences	41,308	41,402	(0	)
Industrial	59,426	55,771	7

Total Net Sales	115,192	112,042	3

Backlog:

Our 90 day backlog was approximately $20.7 million on December 31, 2015, compared to $17.3 million at December 31, 2014. Our backlog consists of firm purchase orders and we expect a major portion of the current 90 day backlog to be realized as revenue during the following quarter. The 20% increase in backlog relates primarily to increased defense orders, engineering services and medical market customers. In the industrial market our major customers in the oil and gas, energy and transportation sectors are still struggling and it's impacting backlog.

90 day backlog by our major EMS industry markets are as follows:

	Backlog as of the Year Ended December 31

	Backlog as of the Year Ended December 31				% Change
(in thousands)	2015		2014		% Change
Aerospace and Defense	$	5,678	$	3,237		75
Medical/Life Sciences		8,004		6,306		27
Industrial		7,067		7,717		(8	)

Total Backlog	$	20,749	$	17,260		20

Our 90 day backlog varies due to order size, manufacturing delays, inventory programs, contract terms and conditions and changes in timing of customer delivery schedules and releases. These variables cause inconsistencies in comparing the backlog from one period to the next.

Gross Profit:

For the years ended December 31, 2015 and 2014, we had gross profit of $12.1 million and $13.3 million, respectively. Gross profit as a percentage of net sales was 10.5% and 11.9% for the years ended December 31, 2015 and 2014, respectively. Gross profit as a percentage of net sales was negatively impacted by customer, product and market mix, new part start up costs and ramp up expense in Mexico.

Selling:

Selling expenses were $5.2 million or 4.6% of net sales for the year ended December 31, 2015 and $5.1 million or 4.5% of net sales for the year ended December 31, 2014. There was little change to selling expenses in 2015. We continued funding at the same rate for business development and marketing initiatives to maintain the business and stimulate growth.

General and Administrative:

General and administrative expenses were at $7.2 million or 6.3% of net sales for the year ended December 31, 2015 and $6.9 million or 6.2% of net sales for the year ended 2014. The majority of the

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increase in dollars is associated with the acquisition of Devicix and a $183,000 increase to the bad debt reserve.

Other Expense:

Other expense for the years ended December 31, 2015 and 2014 was approximately $0.5 million and $0.4 million, respectively. Other expense in both 2015 and 2014 relates primarily to interest expense.

Income Taxes:

Income tax benefit for the year ended December 31, 2015 was $316,000. Income tax expense for the year ended December 31, 2014 was $81,000. The effective tax rate for fiscal 2015 and 2014 was 35.6% and 8.4%, respectively. The low 2014 rate is also due to a favorable audit settlement with the Minnesota Department of Revenue.

The statutory rate reconciliation for the years ended December 31, 2015 and 2014 is as follows:

	2015			2014

Statutory federal tax provision (benefit)	$	(302,000	)	$	327,000
State income taxes		3,000			45,000
Effect of foreign operations		(5,000	)		(9,000	)
Uncertain tax positions		(3,000	)		(88,000	)
Income tax credits		(125,000	)		(215,000	)
Valuation Allowance		86,000			—
Permanent differences		30,000			21,000
		—			—

Income tax expense (benefit)	$	(316,000	)	$	81,000

Net Income:

Our net loss in 2015 was $0.6 million or $0.21 per diluted common share. Net income in 2014 was $0.9 million or $0.32 per diluted common share.

LIQUIDITY AND CAPITAL RESOURCES

We believe that our existing financing arrangements and anticipated cash flows from operations will be sufficient to satisfy our working capital needs, capital expenditures and debt repayments for the foreseeable future.

Credit Facility:

We have a credit agreement with WFB which was most recently amended on February 22, 2016 and provides for a line of credit arrangement of $15.0 million that expires, if not renewed, on May 31, 2018. The credit arrangement also has a $1.8 million real estate term note outstanding with a maturity date of March 31, 2027, an additional $1.7 million real estate term note outstanding that is due, if not renewed, on December 31, 2027, an equipment loan for $2.7 million and a term loan facility of up to $1.0 million for capital expenditures, both with maturity dates of May 31, 2018. As of December 31, 2015, we have borrowed $218,000 against the $1.0 million capital term note.

Under the credit agreement, both the line of credit and real estate term notes are subject to variations in the LIBOR rate. Our line of credit bears interest at three-month LIBOR + 2.25% (approximately 2.7% at December 31, 2015) while our real estate term notes bear interest at three-month LIBOR + 2.75% (approximately 3.2% at December 31, 2015). The weighted-average interest rate on our line of credit was 2.8% for the twelve months ended December 31, 2015 and December 31, 2014. We had borrowing on our line of credit of $7,691,237 and $7,998,184 outstanding as of December 31, 2015 and December 31, 2014, respectively. The line of credit requires a lock box arrangement; however there are no acceleration clauses that would accelerate the maturity of our outstanding borrowings.

As part of the July 1, 2015 Devicix acquisition we entered into two unsecured subordinated promissory notes payable to the seller in the principal amounts of $1.0 million and $1.3 million. The $1.0 million promissory note has a four-year term, bearing interest at 4% per annum, requiring monthly principal and interest payments of $22,579 and is subject to offsets if certain revenue levels are not met. The $1.3 million promissory note has a four year term and bears interest at 4% per annum, requiring monthly principal and interest payments of $29,353 and is not subject to offset. The fair value of these loans is approximately $931,000 and $1,210,000, respectively assuming a market rate of 8%.

Our credit agreement requires us to maintain a fixed charge coverage ratio of not less than 1.20 to 1.00 for the trailing twelve month period ending December 31, 2015 and 1.15 to 1.00 for each period thereafter. We believe our performance will be sufficient to comply with this covenant going forward.

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The credit agreement contains certain covenants which, among other things, require us to adhere to regular reporting requirements, abide by annual shareholder dividend limitations, maintain certain financial performance, and limit the amount of annual capital expenditures.

The availability under the line is subject to borrowing base requirements, and advances are at the discretion of the lender. At December 31, 2015, we have net unused availability under our line of credit of approximately $6.1 million. The line is secured by substantially all of our assets.

Cash flows for the years ended December 31, 2015 and 2014 are summarized as follows:

	2015			2014

Cash flows provided by (used in):
Operating activities	$	3,395,062		$	1,580,830
Investing activities		(3,668,608	)		(2,186,911	)
Financing activities		208,062			672,452

Net change in cash	$	(65,484	)	$	66,371

Our net cash used in investing activities of $3.7 million and $2.2 million for the years ended December 31, 2015 and 2014, respectively. The increase was due to the purchase of property and equipment along with the 2015 acquisition of Devicix.

Net cash provided by financing activities in 2015 of $0.2 million consisted of additional borrowings of $1.6 million, partially offset by a decrease in borrowing on the line of credit of $0.3 million and payments on long-term debt of $1.0 million. Net cash provided by financing activities in 2014 of $0.7 million consisted of additional borrowings of $0.6 million and additional borrowings on the line of credit of $0.8 million, offset by payments on long-term debt of $0.7 million.

Cash conversion cycle:

	Three months ended December 31,

	2015			2014
Days in trade accounts receivable		54			48
Days in inventory		67			67
Days in accounts payable		(45	)		(26	)

Cash conversion cycle		76			89

We calculate days in accounts receivable as accounts receivable for the respective quarter divided by annualized sales for the respective quarter by day. We calculate days in inventory and accounts payable as each balance sheet line item for the respective quarter divided by annualized cost of sales for the respective quarter by day. We calculate cash conversion cycle as the sum of days in receivable and inventory less days in accounts payable. The decrease in our cash conversion cycle is the result of increased accounts payable partially offset by an increase in accounts receivable. Days in accounts payable for the three months ended December 31, 2015 increased nineteen days compared to the three months ended December 31 2014 as a result of extending vendor terms and conditions. Days in accounts receivable for the three months ended December 31, 2015 increased six days compared to the three months ended December 31 2014 as a result of customer mix.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.

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FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 7, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We may also make forward-looking statements in other reports filed with the SEC, in materials delivered to stockholders and in press releases. Such statements generally will be accompanied by words such as "anticipate," "believe," "estimate," "expect," "forecast," "intend," "possible," "potential," "predict," "project," or other similar words that convey the uncertainty of future events or outcomes. Although we believe these forward-looking statements are reasonable, they are based upon a number of assumptions concerning future conditions, any or all of which may ultimately prove to be inaccurate. Forward-looking statements 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:

•: Volatility in the marketplace which may affect market supply and demand of our products;
•: Increased competition;
•: Changes in the reliability and efficiency of our operating facilities or those of third parties;
•: Risks related to availability of labor;
•: Increase in certain raw material costs such as copper and oil;
•: Commodity and energy cost instability;
•: General economic, financial and business conditions that could affect our financial condition and results of operations
•: Ability to integrate the acquisition with the existing operations

The factors identified above are believed to be important factors (but not necessarily all of the important factors) that could cause actual results to differ materially from those expressed in any forward-looking statement made by us. Discussion of these factors is also incorporated in Part I, Item 1A, "Risk Factors," and should be considered an integral part of Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations." Unpredictable or unknown factors not discussed herein could also have material adverse effects on forward-looking statements. All forward-looking statements included in this Form 10-K are expressly qualified in their entirety by the forgoing cautionary statements. We undertake no obligations to update publicly any forward-looking statement (or its associated cautionary language) whether as a result of new information or future events.

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NORTECH SYSTEMS INCORPORATED AND SUBSIDIARY

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DECEMBER 31, 2015 AND 2014

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

		PAGE

Report of Independent Registered Public Accounting Firm		18
Consolidated Financial Statements:
Consolidated Balance Sheets as of December 31, 2015 and 2014		19
Consolidated Statements of Income for the years ended December 31, 2015 and 2014		21
Consolidated Statements of Shareholders' Equity for the years ended December 31, 2015 and 2014		22
Consolidated Statements of Cash Flows for the years ended December 31, 2015 and 2014		23
Notes to Consolidated Financial Statements		24-37
Schedule II Valuation and Qualifying Accounts		38

(The remainder of this page was intentionally left blank.)

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders
Nortech Systems Incorporated and Subsidiaries

We have audited the accompanying consolidated balance sheets of Nortech Systems Incorporated and Subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of income, shareholders' equity and cash flows for the years then ended. Our audits also included the financial statement schedule of Nortech Systems Incorporated and Subsidiary listed in Item 15(a). These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Nortech Systems Incorporated and Subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein.

/s/ RSM US LLP

Minneapolis, Minnesota
March 21, 2016

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NORTECH SYSTEMS INCORPORATED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2015 AND 2014

ASSETS	2015		2014

Current Assets
Cash	$	887	$	66,371
Accounts Receivable		18,431,746		17,367,668
Inventories		20,185,445		18,528,418
Prepaid Expenses		1,452,656		816,775
Income Taxes Receivable		302,005		465,236

Total Current Assets		40,372,739		37,244,468

Property and Equipment, Net		10,507,748		10,888,717
Goodwill		3,283,454		75,006
Other Intangible Assets, Net		2,052,420		34,395
Deferred Taxes		341,000		287,000
Other Non Current Assets		7,726		7,726

Total Assets	$	56,565,087	$	48,537,312

See accompanying Notes to Consolidated Financial Statements.

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NORTECH SYSTEMS INCORPORATED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Continued)

DECEMBER 31, 2015 AND 2014

LIABILITIES AND SHAREHOLDERS' EQUITY	2015			2014

Current Liabilities
Current Maturities of Long-Term Debt	$	1,495,513		$	732,835
Accounts Payable		13,041,377			9,008,426
Accrued Payroll and Commissions		3,139,698			2,896,557
Other Accrued Liabilities		1,987,740			732,012
Income Taxes Payable		7,382			—

Total Current Liabilities		19,671,710			13,369,830

Long-Term Liabilities
Line of Credit		7,691,237			7,998,184
Long-Term Debt (Net of Current Maturities)		5,954,669			4,072,506
Other Long-Term Liabilities		975,615			268,400

Total Long-Term Liabilities		14,621,521			12,339,090

Total Liabilities		34,293,231			25,708,920

Shareholders' Equity
Preferred Stock, $1 par value; 1,000,000 Shares Authorized; 250,000 Shares Issued and Outstanding		250,000			250,000
Common Stock—$0.01 par value; 9,000,000 Shares Authorized; 2,746,325 Shares Issued and Outstanding		27,463			27,430
Additional Paid-In Capital		15,766,013			15,751,160
Accumulated Other Comprehensive Loss		(62,936	)		(62,936	)
Retained Earnings		6,291,316			6,862,738

Total Shareholders' Equity		22,271,856			22,828,392

Total Liabilities and Shareholders' Equity	$	56,565,087		$	48,537,312

See accompanying Notes to Consolidated Financial Statements.

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NORTECH SYSTEMS INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

	2015			2014

Net Sales	$	115,191,905		$	112,041,650
Cost of Goods Sold		103,132,874			98,708,450

Gross Profit		12,059,031			13,333,200

Operating Expenses:
Selling Expenses		5,248,521			5,064,214
General and Administrative Expenses		7,232,558			6,940,379

Total Operating Expenses		12,481,079			12,004,593

Income (Loss) From Operations		(422,048	)		1,328,607

Interest Expense		(465,374	)		(367,590	)

Income (Loss) Before Income Taxes		(887,422	)		961,017
Income Tax (Benefit) Expense		(316,000	)		81,000

Net Income (Loss)	$	(571,422	)	$	880,017



Earnings (Loss) Per Common Share:
Basic	$	(0.21	)	$	0.32



Weighted Average Number of Common Shares Outstanding—Basic		2,745,759			2,742,992



Diluted	$	(0.21	)	$	0.32



Weighted Average Number of Common Shares Outstanding—Dilutive		2,745,759			2,748,825

See accompanying Notes to Consolidated Financial Statements.

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NORTECH SYSTEMS INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

	Preferred Stock		Common Stock		Additional Paid-In Capital			Accumulated Other Comprehensive Loss			Retained Earnings			Total Shareholders' Equity

BALANCE DECEMBER 31, 2013	$	250,000	$	27,430	$	15,738,233		$	(62,936	)	$	5,982,721		$	21,935,448
Net income		—		—		—			—			880,017			880,017
Compensation on stock-based awards		—		—		29,927			—			—			29,927
Excess tax benefit from stock-based awards		—		—		(17,000	)		—						(17,000	)

BALANCE DECEMBER 31, 2014		250,000		27,430		15,751,160			(62,936	)		6,862,738			22,828,392
Net loss		—		—		—			—			(571,422	)		(571,422	)
Compensation on stock-based awards		—				3,309			—			—			3,309
Issuance of common stock				33		10,633									10,666
Excess tax benefit from stock-based awards		—		—		911			—			—			911

BALANCE DECEMBER 31, 2015	$	250,000	$	27,463	$	15,766,013		$	(62,936	)	$	6,291,316		$	22,271,856

See accompanying Notes to Consolidated Financial Statements.

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NORTECH SYSTEMS INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

DECEMBER 31, 2015 AND 2014

	2015			2014

CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)	$	(571,422	)	$	880,017
Adjustments to Reconcile Net Income (Loss) to Net Cash
Provided by Operating Activities:
Depreciation		2,161,117			2,024,860
Amortization		97,975			5,292
Compensation on Stock-Based Awards		3,309			29,927
Compensation on Equity Appreciation Rights		(69,338	)		178,566
Deferred Taxes		(54,501	)		114,000
Loss on Disposal of Property and Equipment		1,129			2,331
Changes in Current Operating Items: (net of acquisition)
Accounts Receivable		(864,078	)		(1,336,820	)
Inventories		(1,661,386	)		(1,100,948	)
Prepaid Expenses		(605,513	)		(182,425	)
Income Taxes Receivable		163,732			(325,062	)
Income Taxes Payable		7,382			—
Accounts Payable		3,935,440			1,121,716
Accrued Payroll and Commissions		128,367			301,164
Other Accrued Liabilities		722,849			(131,788	)

Net Cash Provided by Operating Activities		3,395,062			1,580,830

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from Sale of Property and Equipment		—			250
Business Acquisition		(1,990,143	)		—
Purchases of Property and Equipment		(1,678,465	)		(2,187,161	)

Net Cash Used in Investing Activities		(3,668,608	)		(2,186,911	)

CASH FLOWS FROM FINANCING ACTIVITIES
Net Proceeds from (Repayments on) Line of Credit		(306,947	)		763,201
Proceeds from Long-Term Debt		1,570,158			593,000
Principal Payments on Long-Term Debt		(1,022,551	)		(666,749	)
Debt Issuance Costs		(44,175	)		—
Proceeds from Issuance of Common Stock		10,666			—
Excess tax benefits from stock-based awards		911			(17,000	)

Net Cash Provided by Financing Activities		208,062			672,452

NET CHANGE IN CASH		(65,484	)		66,371
Cash—Beginning of Year		66,371			—

CASH—END OF YEAR	$	887		$	66,371



Supplemental Disclosure of Cash Flow Information:
Cash Paid During the Period for Interest	$	442,259		$	359,727



Cash Paid During the Period for Income Taxes		—			417,615



Cash refunds from income taxes		526,819			—



Supplemental Noncash Investing and Financing Activities:
Seller financed note payable for the acquisition of business	$	2,077,194			—



Liability for contingent consideration related to acquisition of business	$	754,745			—



Capital Expenditures in Accounts Payable	$	54,067		$	19,604

See accompanying Notes to Consolidated Financial Statements.

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NORTECH SYSTEMS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED STATEMENTS

DECEMBER 31, 2015 AND 2014

NOTE 1 NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Our manufacturing services include complete medical devices, printed circuit board assemblies, wire and cable assemblies, and complex higher level electromechanical assemblies for a wide range of medical, industrial and defense and aerospace industries. We provide a full "turn-key" contract manufacturing service to our customers. All products are built to the customer's design specifications. We also provide engineering services and repair services.

Our manufacturing facilities are located in Bemidji, Blue Earth, Merrifield, Milaca, Mankato and Eden Prairie, Minnesota as well as Augusta, Wisconsin and Monterrey, Mexico. Products are sold to customers both domestically and internationally.

A summary of our significant accounting policies follows:

Principles of Consolidation

The consolidated financial statements include the accounts of our wholly owned subsidiaries, Manufacturing Assembly Solutions of Monterrey, Inc and Nortech Systems Suzhou Company LTD. All significant intercompany accounts and transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of our consolidated financial statements. Estimates also affect the reported amounts of revenue and expense during the reporting period. Significant items subject to estimates and assumptions include the valuation allowance for inventories, allowance for doubtful accounts, realizability of deferred tax assets, goodwill impairment and long lived asset impairment testing. Actual results could differ from those estimates.

Accounts Receivable and Allowance for Doubtful Accounts

We grant credit to customers in the normal course of business. Accounts receivable are unsecured and are presented net of an allowance for doubtful accounts. The allowance for doubtful accounts was $320,000 and $137,000 at December 31, 2015 and 2014, respectively. We determine our allowance by considering a number of factors, including the length of time accounts receivable are past due, our previous loss history, the customers' current ability to pay their obligations to us, and the condition of the general economy and the industry as a whole. We write-off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts.

Inventories

Inventories are stated at the lower of cost (first-in, first-out method) or market (based on the lower of replacement cost or net realizable value). Costs include material, labor, and overhead required in the production of our products. Inventory reserves are maintained for inventories that may have a lower value than stated or quantities in excess of future production needs.

Inventories are as follows:

	2015			2014

Raw materials	$	13,782,411		$	12,745,623
Work in process		4,674,223			3,653,670
Finished goods		2,478,423			2,861,373
Reserves		(749,612	)		(732,248	)

Total	$	20,185,445		$	18,528,418

Property, Equipment and Depreciation

Property and equipment are stated at cost less accumulated depreciation. Additions, improvements and major renewals are capitalized, while maintenance and minor repairs are expensed as incurred. When assets are retired or disposed of, the assets and related accumulated depreciation are removed from the accounts and the resulting gain or loss is reflected in operations. Leasehold improvements are depreciated over the shorter of their estimated useful lives or their remaining lease terms. All other property and equipment are depreciated by the

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NOTES TO CONSOLIDATED STATEMENTS (Continued)

DECEMBER 31, 2015 AND 2014

NOTE 1 NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

straight-line method over their estimated useful lives, as follows:


Buildings		39 Years
Leasehold improvements		3-15 Years
Manufacturing equipment		3-7 Years
Office and other equipment		3-7 Years

Property and equipment at December 31, 2015 and 2014:

	2015			2014

Land	$	375,000		$	375,000
Building and Leasehold Improvements		9,273,866			9,184,710
Manufacturing Equipment		18,588,934			16,769,847
Office and Other Equipment		4,982,686			5,386,805
Accumulated Depreciation		(22,712,738	)		(20,827,645	)

Net Property and Equipment	$	10,507,748		$	10,888,717

Other Intangible Assets

Finite Life Intangible assets at December 31, 2015 and 2014 are as follows:

	December 31, 2015

	Years		Gross Carrying Amount		Accumulated Amortization Amount		Net Book Value Amount
Bond Issue Costs		15	$	79,373	$	50,271	$	29,102
Customer Relationships		9		1,302,000		72,333		1,229,667
Trade Names		20		814,000		20,350		793,650

Totals			$	2,195,373	$	142,954	$	2,052,419

	December 31, 2014

	Years		Gross Carrying Amount		Accumulated Amortization Amount		Net Book Value Amount
Bond Issue Costs		15	$	79,373	$	44,978	$	34,395

Amortization expense related to these assets was as follows:


Year ended December 31, 2015	$	97,975
Year ended December 31, 2014		5,292

Estimated future annual amortization expense associated with finite lived intangible assets is expected to be as follows:

Year	Amount

2016	$	160,000
2017		160,000
2018		160,000
2019		160,000
2020		160,000
Thereafter		1,252,419

	$	2,052,419

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NOTES TO CONSOLIDATED STATEMENTS (Continued)

DECEMBER 31, 2015 AND 2014

NOTE 1 NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Impairment of Goodwill and Other Intangible Assets

In accordance with ASC 350, Goodwill and Other Intangible Assets, goodwill is not amortized but is required to be reviewed for impairment at least annually or when events or circumstances indicate that carrying value may exceed fair value. We test impairment annually as of October 1 ^st . In testing goodwill for impairment we perform a quantitative impairment test, including computing the fair value of the reporting unit and comparing that value to its carrying value. If the fair value is less than its carrying value, a second step of the test is required to determine if recorded goodwill is impaired. In the event that goodwill is impaired, an impairment charge to earnings would become necessary. Based on the fourth quarter 2015 goodwill impairment test we concluded that goodwill was not impaired.

We recognize the assets acquired and liabilities assumed in business combinations on the basis of their fair values at the date of acquisition. We assess the fair value of assets, including intangible assets, using a variety of methods and each asset is measured at fair value from the perspective of a market participant. The method used to estimate the fair values of intangible assets incorporates significant assumptions regarding the estimates a market participant would make in order to evaluate an asset, including a market participant's use of the asset and the appropriate discount rates for a market participant. Any excess purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill.

Long Lived Asset Impairment

Preferred Stock

Preferred stock issued is non-cumulative and nonconvertible. The holders of the preferred stock are entitled to a non-cumulative dividend of 12% when and as declared. In liquidation, holders of preferred stock have preference to the extent of $1.00 per share plus dividends accrued but unpaid. No preferred stock dividends were declared or paid during the years ended December 31, 2015 and 2014.

Revenue Recognition

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NOTES TO CONSOLIDATED STATEMENTS (Continued)

DECEMBER 31, 2015 AND 2014

NOTE 1 NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Product Warranties

We provide limited warranty for the replacement or repair of defective product within a specified time period after the sale at no cost to our customers. We make no other guarantees or warranties, expressed or implied, of any nature whatsoever as to the goods including, without limitation, warranties to merchantability, fit for a particular purpose or non-infringement of patent or the like unless agreed upon in writing. We estimate the costs that may be incurred under our limited warranty and provide a reserve based on actual historical warranty claims coupled with an analysis of unfulfilled claims at the balance sheet date. Our warranty claim costs are not material given the nature of our products and services.

Advertising

Advertising costs are charged to operations as incurred. The total amount charged to expense was $108,000 and $162,000 for the years ended December 31, 2015 and 2014, respectively.

Income Taxes

We account for income taxes under the asset and liability method. Deferred income tax assets and liabilities are recognized annually for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The company recognizes interest and penalties accrued on any unrecognized tax benefits as a component on income tax expense.

We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such positions are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Management must also assess whether uncertain tax positions as filed could result in the recognition of a liability for possible interest and penalties if any. Our estimates are based on the information available to us at the time we prepare the income tax provisions. Our income tax returns are subject to audit by federal, state, and local governments, generally years after the returns are filed. These returns could be subject to material adjustments or differing interpretations of the tax laws.

Incentive Compensation

We use a Black-Scholes option-pricing model to determine the grant date fair value of our incentive awards and recognize the expense on a straight-line basis over the vesting period less awards expected to be forfeited using estimated forfeiture rates. See Note 6 for additional information.

Net Income (Loss) Per Common Share

Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding. Dilutive net income (loss) per common share assumes the exercise and issuance of all potential common stock equivalents in computing the weighted-average number of common shares outstanding, unless their effect is antidilutive. Due to the loss in 2015 basic and diluted shares are the same. Any outstanding shares would result in anti-dilution.

A reconciliation of basic and diluted share amounts for the years ended December 31, 2015 and 2014 is as follows:



Basic weighted average common shares outstanding	2,745,759	2,742,992
Weighted average common stock equivalents from assumed exercise of stock options	0	5,833

Diluted weighted average common shares outstanding	2,745,759	2,748,825

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NOTES TO CONSOLIDATED STATEMENTS (Continued)

DECEMBER 31, 2015 AND 2014

NOTE 1 NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Fair Value of Financial Instruments

The carrying amounts of all financial instruments approximate their fair values. The carrying amounts for cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and the line of credit approximate fair value because of the short maturity of these instruments. Based on the borrowing rates currently available to us for bank loans with similar terms and average maturities, the carrying value of our long-term debt approximates its fair value.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs.

The fair value framework requires the categorization of assets and liabilities into one of three levels based on the assumptions (inputs) used in valuing the asset or liability. Level 1 provides the most reliable measure of fair value, while Level 3 generally requires significant management judgment. The three levels are defined as follows:


Level 1:		Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2:		Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.
Level 3:		Unobservable inputs reflecting management's own assumptions about the inputs used in pricing the asset or liability.

Our assessment of the significance of a particular input to the fair value measurements requires judgment, and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. We endeavor to use the best available information in measuring fair value. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. As of December 31, 2015, we estimated the fair value of the contingent consideration associated with the Devicix acquisition using a probability weighted discounted cash flow model. This fair value measurement is based on significant inputs not observable in the market and thus represents a level 3 measurement.

Enterprise-Wide Disclosures

Our results of operations for the years ended December 31, 2015 and 2014 represent a single operating and reporting segment referred to as Contract Manufacturing within the EMS industry. We strategically direct production between our various manufacturing facilities based on a number of considerations to best meet our customers' requirements. We share resources for sales, marketing, engineering, supply chain, information services, human resources, payroll and all corporate accounting functions. Consolidated financial information is available that is evaluated regularly by the chief operating decision maker in assessing performance and allocating resources.

Export sales represent approximately 13% of consolidated net sales for the years ended December 31, 2015 and 2014, respectively.

Net sales by our major EMS industry markets for the years ended December 31, 2015 and 2014 are as follows:

(in thousands)	2015		2014

Aerospace and Defense	$	14,458	$	14,869
Medical/Life Sciences		41,308		41,402
Industrial		59,426		55,771

Total Net Sales	$	115,192	$	112,042

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NOTES TO CONSOLIDATED STATEMENTS (Continued)

DECEMBER 31, 2015 AND 2014

NOTE 1 NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Noncurrent assets, excluding deferred taxes, by country are as follows:

	United States		Mexico		Total

2015
Net property and equipment	$	9,322,484	$	1,185,264	$	10,507,748
Other assets		5,335,874		7,726		5,343,600
2014
Net property and equipment	$	10,065,836	$	822,881	$	10,888,717
Other assets		109,401		7,726		117,127

Foreign Currency Transactions

Foreign exchange transaction gains and losses attributable to exchange rate movements related to transactions made in the local currency and on intercompany receivables and payables not deemed to be of a long-term investment nature are recorded in other income (expense). The functional currency for our Mexico subsidiary is the US dollar.

Recent Accounting Pronouncements

During February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, "Leases." ASU No. 2016-02 was issued to increase transparency and comparability among organizations by recognizing all lease transactions (with terms in excess of 12 months) on the balance sheet as a lease liability and a right-of-use asset (as defined). ASU No. 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with earlier application permitted. Upon adoption, the lessee will apply the new standard retrospectively to all periods presented or retrospectively using a cumulative effect adjustment in the year of adoption. The Company is currently assessing the effect that ASU No. 2016-02 will have on its results of operations, financial position and cash flows.

In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740) Balance Sheet Classification of Deferred Taxes which requires that deferred tax assets and liabilities be classified as noncurrent in a classified balance sheet. The amendment takes effect for public entities for fiscal years beginning after December 15, 2016, with early adoption available. The Company has elected to early adopt this standard on a retrospective basis and has classified all deferred tax assets as noncurrent for all comparative periods for consistency. See Note 4 Income taxes for details of impact.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) . This standard outlines a single comprehensive model for companies to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that revenue is recognized when a customer obtains control of a good or service. A customer obtains control when it has the ability to direct the use of and obtain the benefits from the good or service. Transfer of control is not the same as transfer of risks and rewards, as it is considered in current guidance. We will also need to apply new guidance to determine whether revenue should be recognized over time or at a point in time. This standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2017, with no early adoption permitted, using either of two methods: (a) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09; or (b) retrospective with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined in ASU 2014-09. We have not yet selected a transition method and are currently evaluating the impact of the pending adoption of ASU 2014-09 on the consolidated financial statements.

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NOTES TO CONSOLIDATED STATEMENTS (Continued)

DECEMBER 31, 2015 AND 2014

NOTE 1 NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 changes the presentation of debt issuance costs for term debt in the balance sheet by requiring the debt issuance costs to be presented as a direct deduction from the related debt liability, rather than recorded as an asset. The standard is required to be adopted by public business entities in annual periods beginning on or after December 15, 2015, and interim periods within those annual periods and will need to be applied retrospectively. Early adoption is permitted. The Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements.

NOTE 2 MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and accounts receivable. With regard to cash, we maintain our excess cash balances in checking accounts at one high-credit quality financial institution. These accounts may at times exceed federally insured limits.

Our largest customer has two divisions that together accounted for 10% or more of our net sales during the past two years. One division accounted for 18% and 23% of net sales for the years ended December 31, 2015 and 2014, respectively. The other division accounted for 9% and 6% of net sales for the years ended December 31, 2015 and 2014. Together, they accounted for 27% and 29% of net sales for the years ended December 31, 2015 and 2014, respectively. Accounts receivable from the customer at December 31, 2015 and 2014 represented 17% and 19% of our total accounts receivable, respectively. We do not require collateral on our accounts receivable.

NOTE 3 FINANCING AGREEMENTS

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NOTES TO CONSOLIDATED STATEMENTS (Continued)

DECEMBER 31, 2015 AND 2014

NOTE 3 FINANCING AGREEMENTS (Continued)

A summary of long-term debt balances at December 31, 2015 and 2014 is as follows:

Description	2015			2014

Term notes payable—Wells Fargo Bank, N.A.
Real estate term notes bearing interest at three month LIBOR + 2.75% maturing March 31, 2027, and December 31, 2027 with combined monthly payments of approximately $19,000 plus interest, secured by substantially all assets.	$	2,645,495		$	2,875,560
Equipment notes bearing interest at three month LIBOR + 2.75% maturing May 2018 with a combined monthly payments of approximately $46,000 plus interest, secured by substantially all assets		2,633,740			1,569,781
Industrial revenue bond payable to the City of Blue Earth, Minnesota which bears a variable interest rate (approx. 0.24% at December 31, 2014), and has a maturity date of June 1, 2021, with principal of $80,000 payable annually on June 1		280,000			360,000
Devicix Acquistion Note 1 payable to DeLange Holdings bears interest rate of 4.0% per annum, maturing July 1, 2019		903,128			—
Devicix Acquistion Note 2 payable to DeLange Holdings bears interest rate of 4.0% per annum, maturing July 1, 2019		1,174,066			—

		7,636,429			4,805,341

Discount on Devicix Notes Payable		(142,072	)		—
Debt issuance Costs		(44,175	)		—

Total long-term debt		7,450,182			4,805,341
Current maturities of long-term debt		(1,495,513	)		(732,835	)

Long-term debt—net of current maturities	$	5,954,669		$	4,072,506

Future maturity requirements for long-term debt outstanding as of December 31, 2015, are as follows:

Years Ending December 31,	Amount

2016	$	1,495,513
2017		1,521,580
2018		2,265,317
2019		628,791
2020		230,067
Future		1,495,161

	$	7,636,429

NOTE 4 INCOME TAXES

The income tax (benefit) expense for the years ended December 31, 2015 and 2014 consists of the following:

	2015			2014

Current taxes—Federal	$	(297,000	)	$	(106,000	)
Current taxes—State		6,000			39,000
Current taxes—Foreign		29,000			51,000
Deferred taxes—Federal		(107,000	)		137,000
Deferred taxes—State		53,000			(40,000	)

Income tax (benefit) expense	$	(316,000	)	$	81,000

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NOTES TO CONSOLIDATED STATEMENTS (Continued)

DECEMBER 31, 2015 AND 2014

NOTE 4 INCOME TAXES (Continued)

The statutory rate reconciliation for the years ended December 31, 2015 and 2014 is as follows:

	2015			2014

Statutory federal tax provision	$	(302,000	)	$	327,000
State income taxes		3,000			45,000
Effect of foreign operations		(5,000	)		(9,000	)
Uncertain tax positions		(3,000	)		(88,000	)
Income tax credits		(125,000	)		(215,000	)
Valuation allowance		86,000			—
Permanent differences		30,000			21,000

Income tax (benefit) expense	$	(316,000	)	$	81,000

Income (loss) from operations before income taxes was derived from the following sources:

	2015			2014

Domestic	$	(968,793	)	$	816,840
Foreign		81,371			144,177

Total	$	(887,422	)	$	961,017

Deferred tax assets (liabilities) at December 31, 2015 and 2014, consist of the following:

	2015			2014

Allowance for uncollectable accounts	$	115,000		$	50,000
Inventories reserve		270,000			267,000
Accrued vacation		360,000			334,000
Non-compete amortization		191,000			222,000
Stock-based compensation and equity appreciation rights		111,000			148,000
State Tax NOL		113,000			95,000
Tax credit carryforwards		231,000			73,000
Other		180,000			94,000

		1,571,000			1,283,000
Valuation allowance		(86,000	)		—

Deferred tax assets		1,485,000			1,283,000

Prepaid expenses		(481,000	)		(292,000	)
Property and equipment		(663,000	)		(704,000	)

Deferred tax liabilities		(1,144,000	)		(996,000	)

Net deferred tax assets	$	341,000		$	287,000

We established a valuation allowance because we determined that it was more likely than not that a portion of the NOL and R&D credit would not be utilized. For 2014, our long term deferred tax liability of $149,000 has been netted with our current deferred tax asset or $436,000 for a net noncurrent deferred tax asset of $286,000.

The tax effects from an uncertain tax positions can be recognized in our consolidated financial statements, only if the position is more likely than not to be sustained on audit, based on the technical merits of the position. We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The following table sets forth changes in our total gross unrecognized tax benefit liabilities, excluding accrued interest, for the years ended December 31, 2015 and 2014:


Balance as of December 31, 2013	$	193,000
Tax positions related to 2014:
Additions		23,000
Reductions		(160,000	)

Balance as of December 31, 2014		56,000



Tax positions related to current year:
Additions based on tax positions related to the current year		12,000
Additions based on tax ^[ib]- positions related to a prior year		2,000
Reductions based on tax positions related to a prior year		(9,000	)
Statute of limitations		(10,000	)

Balance as of December 31, 2015	$	51,000

The $51,000 of unrecognized tax benefits as of December 31, 2015 includes amounts which, if ultimately recognized, will reduce our annual effective tax rate. It is included in Other Long-Term Liabilities on the accompanying consolidated balance sheets.

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NOTES TO CONSOLIDATED STATEMENTS (Continued)

DECEMBER 31, 2015 AND 2014

NOTE 4 INCOME TAXES (Continued)

Our policy is to accrue interest related to potential underpayment of income taxes within the provision for income taxes. The liability for accrued interest as of December 31, 2015 and 2014 was not significant. Interest is computed on the difference between our uncertain tax benefit positions and the amount deducted or expected to be deducted in our tax returns.

We are subject to income taxes in the U.S. federal jurisdiction and various state jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply.

NOTE 5 401(K) RETIREMENT PLAN

We have a 401(k) profit sharing plan (the "401(k) Plan") for our employees. The 401(k) Plan is a defined contribution plan covering substantially all of our U.S. employees. Employees are eligible to participate in the Plan after completing three months of service and attaining the age of 18. Employees are allowed to contribute up to 60% of their wages to the 401(k) Plan. Historically we have matched 25% of the employees' contributions up to 6% of covered compensation. We made contributions of approximately $249,000 and $223,000 during the years ended December 31, 2015 and 2014, respectively.

NOTE 6 INCENTIVE PLANS

Employee Profit Sharing

During 1993, we adopted an employee profit sharing plan (the "1993 Plan"). The purpose of the 1993 Plan is to provide a bonus for increased output, improved quality and productivity and reduced costs. We have authorized 50,000 common shares to be available under the 1993 Plan. In accordance with the terms of the 1993 Plan, employees could acquire newly issued shares of common stock for 90% of the current market value. During 2015 and 2014 no common shares were issued in connection with the 1993 Plan. Through December 31, 2015, 22,118 common shares had been issued under the 1993 Plan.

Stock Options

On May 3, 2005, the shareholders approved the 2005 Incentive Compensation Plan (the "2005 Plan") and eliminated the remaining 172,500 option shares available for grant under the prior 2003 Plan effective February 23, 2005. The total number of shares of common stock that may be granted under the 2005 Plan is 200,000. The 2005 Plan has not been renewed and therefore no further grants may be made under the 2005 Plan. The 2005 Plan provides that option shares granted come from our authorized but unissued common stock. The price of the option shares granted under the plan will not be less than 100% of the fair market value of the common shares on the date of grant. Options are generally exercisable after one or more years and expire no later than 10 years from the date of grant.

We estimate the fair value of share-based awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense in the consolidated statements of income over the requisite service periods. Because share-based compensation expense is based on awards that are ultimately expected to vest, share-based compensation expense will be reduced to account for estimated forfeitures. We estimate forfeitures at the time of grant and revise the estimate, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

We used the Black-Scholes option-pricing model to calculate the fair value of option-based awards. Our determination of fair value of option-based awards on the date of grant using the Black-Scholes model is affected by our stock price as well as assumptions regarding a number of subjective variables. These variables include, but are not limited to, our expected stock price, volatility over the term of the awards, risk-free interest rate, and the expected life of the options. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of our stock options. The expected volatility and holding period are based on our historical experience. For all grants, the amount of compensation expense recognized has been adjusted for an estimated forfeiture rate, which is based on historical data. There were no grants during the years ended December 31, 2015 and 2014.

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NOTES TO CONSOLIDATED STATEMENTS (Continued)

DECEMBER 31, 2015 AND 2014

NOTE 6 INCENTIVE PLANS (Continued)

Total compensation expense related to stock options for the years ended December 31, 2015 and 2014 was $3,309 and $29,927, respectively. As of December 31, 2015 there was approximately $1,000 of unrecognized compensation related to unvested option awards that we expect to recognize over a weighted-average period of .12 years.

A summary of option activity as of December 31, 2015, and changes during the year then ended is presented below.

			Weighted- Average Exercise Price Per Share			Aggregate Intrinsic Value

Outstanding—January 1, 2015	181,000		$	6.36
Granted	—			—
Exercised	(3,333	)		3.20
Cancelled	(37,917	)		5.52

Outstanding—December 31, 2015	139,750		$	6.66	1.99	$	10,880



Exercisable on December 31, 2015	134,917		$	6.78	1.80	$	7,593

The total intrinsic value of options exercised during the year ended December 31, 2015 was $8,166. Cash received from option exercises during the year ended December 31, 2015 was $10,666. There were no options exercised during the year ended December 31, 2014.

Equity Appreciation Rights Plan

In November 2010, the Board of Directors approved the adoption of the Nortech Systems Incorporated Equity Appreciation Rights Plan (the "2010 Plan"). The total number of Equity Appreciation Right Units ("Units") the Plan can issue shall not exceed an aggregate of 1,000,000 Units as amended and restated on March 11, 2015 and approved by the shareholders on May 6, 2015. The 2010 Plan provides that Units issued shall fully vest three years from the base date as defined in the agreement unless terminated earlier. Units give the holder a right to receive a cash payment equal to the appreciation in book value per share of common stock from the base date, as defined, to the redemption date. Unit redemption payments under this plan shall be paid in cash within 90 days after we determine the book value of the Units as of the calendar year immediately preceding the redemption date.

During the year ended December 31, 2010, 100,000 Units were issued with a vesting date of December 31, 2012. On March 7, 2012, we granted an additional 250,000 Units with vesting dates ranging from December 31, 2014 through December 31, 2016. On February 13, 2013, we granted an additional 350,000 Units with vesting dates ranging from December 31, 2015 through December 31, 2019. On January 1, 2014, we granted an additional 50,000 Units with vesting dates ranging from December 31, 2016 to December 31, 2017. During the year ended December 31, 2015, we granted 52,500 Units with a base date of January 1, 2015 and vesting dates through January 1, 2018.

Total compensation expense (income) related to the vested outstanding Units based on the estimated appreciation over their remaining terms was approximately $(69,000) and $178,000 for the years ended December 31, 2015 and 2014, respectively.

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NOTES TO CONSOLIDATED STATEMENTS (Continued)

DECEMBER 31, 2015 AND 2014

NOTE 6 INCENTIVE PLANS (Continued)

A summary of the liability as of December 31 and changes during the years then ended, is presented below.

	2015			2014

Beginning Balance	$	259,000		$	81,000
Additions (reductions)		(69,000	)		178,000
Payments		(47,000	)		—

Ending Balance	$	143,000		$	259,000

As of December 31, 2015, approximately $61,000 of this balance was included in Other Accrued Liabilities and the remaining $82,000 balance was included in Other Long-term Liabilities. As of December 31, 2014, approximately $47,000 of this balance was included in Other Accrued Liabilities and the remaining $212,000 balance was included in Other Long-term Liabilities.

NOTE 7 COMMITMENTS AND CONTINGENCIES

Operating Leases

We have various operating leases for production and office equipment, office space, and buildings under non-cancelable lease agreements expiring on various dates through 2020.

Rent expense for the years ended December 31, 2015 and 2014 amounted to approximately $911,000 and $661,000 respectively.

Approximate future minimum lease payments under non-cancelable leases are as follows:

Years Ending December 31,	Amount

2016	$	763,000
2017		865,000
2018		770,000
2019		614,000
2020		369,000
Later		306,000

Total	$	3,687,000

Litigation

We are subject to various legal proceedings and claims that arise in the ordinary course of business. In our opinion, the amount of any ultimate liability with respect to these actions will not materially affect our consolidated financial statements or results of operations.

Executive Life Insurance Plan

During 2002, we set up an Executive Bonus Life Insurance Plan (the "Plan") for our key employees ("participants"). Pursuant to the Plan, we will pay a bonus to officer participants of 15% and a bonus to all other participants of 10% of the participants' base annual salary, as well as an additional bonus to cover federal and state taxes incurred by the participants. The participants are required to purchase life insurance and retain ownership of the life insurance policy once it is purchased. The Plan provides a five-year graded vesting schedule in which the participants vest at a rate of 20% each year. Should a participant terminate employment prior to the fifth year of vesting, that participant may be required to reimburse us for any unvested amounts, under certain circumstances. Expenses under the Plan were $207,000 and $282,000 for the years ended December 31, 2015 and 2014, respectively.

Change of Control Agreements

Since 2002, we entered into Change of Control Agreements (the "Agreement(s)") with certain key executives ("the Executive(s)"). The Agreements provide an inducement for each Executive to remain as an employee in the event of any proposed or anticipated change of control in the organization, including facilitating an orderly transition, and to provide economic security for the Executive after a change in control has occurred.

In the event of an involuntarily termination in connection with a change of control as defined in the agreements, each Executive would receive their base salary, annual bonus at time of termination, and continued participation in health, disability and life insurance plans for a period of three years for officers and two years for all other participants. Participants would also receive professional outplacement services up to $10,000, if applicable. Each Agreement remains in full force until the Executive terminates employment or we terminate the employment of the Executive

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NORTECH SYSTEMS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED STATEMENTS (Continued)

DECEMBER 31, 2015 AND 2014

NOTE 7 COMMITMENTS AND CONTINGENCIES (Continued)

NOTE 8 BUSINESS ACQUISITION

On July 1, 2015, we completed the acquisition of substantially all of the assets of Devicix, LLC upon the terms and conditions contained in an Asset Purchase Agreement entered into on June 17, 2015.

Devicix is an innovative medical product design and engineering firm with a proven track record of helping clients move from concept to production. The addition of Devicix will enhance and broaden our capabilities for complete design, manufacturing and service, particularly for regulated medical devices.

Acquisition date fair value of the consideration transferred totaled $5.1 million which was comprised of cash payments of $2.0 million from our operating line of credit at closing and two promissory notes payable to the seller in the aggregate principal amounts of $1.0 million and $1.3 million. The $1.0 million promissory note has a four-year term, bearing interest at 4% per annum and is subject to offsets if certain revenue levels are not met. The $1.3 million promissory note has a four year term and bears interest at 4% per annum and is not subject to offset.

The asset purchase agreement also includes additional consideration payable within 90 days of the completion of each of the first four 12-month periods after July 1, 2015. The earnout will be equal to 15% of eligible engineering revenue over a $6,000,000 threshold and 3% of eligible production revenue generated from Devicix customers. The maximum dollar amount of earnout payments under the Asset Purchase Agreement is $2,500,000. We estimated the fair value of the contingent consideration to be $851,000 using a probability weighted discounted cash flow model. This fair value measurement is based on significant inputs not observable in the market and thus represents a level 3 measurement as defined in ASC 820.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date:

	July 1, 2015

Total Purchase Consideration:
Cash	$	2,121,000
Loans to Seller		2,141,000
Contingent Consideration		851,000

Total Purchase Consideration	$	5,113,000



Assets Acquired and Liabilities Assumed:
Cash	$	131,000
Accounts Receivable		373,000
AR due to seller		(173,000	)
Prepaid Expenses and Inventory		35,000
Fixed Assets		83,000
Trade Names		814,000
Customer Relationship		1,302,000
Goodwill		3,208,000
Accounts Payable		(63,000	)
Accrued Payroll, Benefits and Other Current Liab		(122,000	)
Customer Deposits		(475,000	)

Total Assets Acquired and Liabilities Assumed	$	5,113,000

The Devicix acquisition resulted in $3.2 million of goodwill, which is expected to be deductible for tax purposes. Specifically, the goodwill recorded as part of the acquisition of Devicix includes the expected synergies and other benefits that we believe will result from combining the operations of Devicix with the operations of Nortech Systems.

Included in our Consolidated Statements of Income for the year ended December 31, 2015 are net sales of approximately $2.5 million and net income before income taxes of approximately $0.3 million, since the July 1, 2015 acquisition.

We incurred $62,000 in legal, professional, and other costs related to this acquisition accounted for as general and administrative expenses. The weighted-average useful life of intangible assets acquired is 11.4 years.

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NORTECH SYSTEMS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED STATEMENTS (Continued)

DECEMBER 31, 2015 AND 2014

NOTE 8 BUSINESS ACQUISITION (Continued)

The table below reflects our unaudited pro forma combined results of operations as if the acquisition had taken place as of January 1, 2014:

	Pro Forma Year Ended December 31, 2015 (unaudited)			Pro Forma Year Ended December 31, 2014 (unaudited)

Net Sales	$	117,937,523		$	116,713,447
Income (Loss) from Operations	$	(223,717	)	$	1,225,499
Net Income (Loss)	$	(381,360	)	$	611,100



Basic & Diluted
Income (loss) per Common Share	$	(0.14	)	$	0.22

The pro forma unaudited results do not purport to be indicative of the results which would have been obtained had the acquisition been completed as of the beginning of the earliest period presented. In addition they do not include any benefits that may result from the acquisition due to synergies that may be derived from the elimination of any duplicative costs.

Pro forma results presented above reflect: (1) amortization adjustments relating to fair value estimates of intangible assets; (2) incremental interest expense on assumed indebtedness and (3) bad debt expense adjustments relating to revenue recognized prior to 2014. Pro forma adjustments described above have been tax effected using the effective rate during the respective periods.

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NORTECH SYSTEMS INCORPORATED AND SUBSIDIARY

SCHEDULE II—Valuation and Qualifying Accounts

FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

Classification	Balance at Beginning of Year		Additions Charged to Costs and Expenses		Deductions			Balance at End of Year

Year Ended December 31, 2015:
Allowance for Uncollectible Accounts	$	137,000	$	225,000	$	(42,000	)	$	320,000
Inventory Reserves		732,000		457,000		(439,000	)		750,000
Year Ended December 31, 2014:
Allowance for Uncollectible Accounts	$	138,000	$	52,000	$	(53,000	)	$	137,000
Inventory Reserves		1,100,000		524,000		(892,000	)		732,000

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

In accordance with Rule 13a-15(b) of the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-K, the Company's management evaluated, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). These controls and procedures are designed to ensure that information required to be disclosed in the Company's Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based upon their evaluation of these disclosure controls and procedures as of the date of the evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective.

Management's Annual Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system was designed to provide reasonable assurance to management and the board of directors regarding the effectiveness of our internal control processes over the preparation and fair presentation of published financial statements.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

We have assessed the effectiveness of our internal controls over financial reporting as of December 31, 2015. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework of 2013. Based on our assessment, we concluded that, as of December 31, 2015, our internal control over financial reporting was effective.

Changes in Internal Controls

There was no change in the Company's internal control over financial reporting that occurred during our most recent quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE

Information regarding the directors and executive officers of the Registrant will be included in the Registrant's 2015 proxy statement to be filed with the Securities and Exchange Commission within 120 days after December 31, 2015, the end of our fiscal year, and said portions of the proxy statement are incorporated herein by reference.

The company has adopted a code of conduct applicable to all officers, directors, and employees. A copy of this code of conduct will be provided to any person, without charge, upon request from Nortech c/o Chief Financial Officer 7550 Meridian Circle N # 150, Maple Grove, MN 55369.

ITEM 11. EXECUTIVE COMPENSATION

Information regarding executive compensation of the Registrant will be included in the Registrant's 2015 proxy statement to be filed with the Securities and Exchange Commission within 120 days after December 31, 2015, the end of our fiscal year, and said portions of the proxy statement are incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information regarding security ownership of certain beneficial owners and management of the Registrant will be included in the Registrant's 2015 proxy statement to be filed with the Securities and Exchange Commission within 120 days after December 31, 2015, the end of our fiscal year, and said portions of the proxy statement are incorporated herein by reference.

Information regarding executive compensation plans (including individual compensation arrangements) as of the end of the last fiscal year, on two categories of equity compensation plans (that is, plans that have been approved by security holders and plans that have not been approved by security holders) will be included in the Registrant's 2015 proxy statement to be filed with the Securities and Exchange Commission within 120 days after December 31, 2015, the end of our fiscal year, and said portions of the proxy statement are incorporated herein by reference.

The following table provides information about our equity compensation plans (including individual compensation arrangements) as of December 31, 2015.

Plan category		Weighted-average exercise price of outstanding options, warrants and rights

Equity compensation plans approved by security holders	143,083	$	6.66	56,917
Equity compensation plans not approved by security holders	0		0	0

Total	143,083	$	6.66	56,917

(1): Represents common shares issuable upon the exercise of outstanding options granted under the 2005 Incentive Compensation Plan (the "2005 Plan").
(2): Represents common shares remaining available for issuance under the 2005 Plan.

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item will be included in the Registrant's 2015 proxy statement to be filed with the Securities and Exchange Commission within 120 days after December 31, 2015, the end of our fiscal year, and said portions of the proxy statement are incorporated herin by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES



1.		Consolidated Financial Statements—Consolidated Financial Statements and related Notes are included in Part II, Item 8, and are identified in the Index on Page 24.
2.		Consolidated Financial Statement Schedule—The following financial statement schedule and the Auditors' report thereon is included in this Annual Report on Form 10-K:
	Consolidated Financial Statement Schedule for the years ended December 31, 2015 and 2014:
	Schedule II Valuation and Qualifying Accounts		38

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All other schedules are omitted because the required information is inapplicable or the information is presented in the consolidated financial statements or related notes.


3.		The following exhibits are incorporated herein by reference:


	3.1		Articles of Incorporation (incorporated by reference to Amendment No. 1 to Form S-3 (filed on Form S-1) filed July 16, 1996 (File No. 333-00888)
	3.2		Bylaws (incorporated by reference to Amendment No. 1 to Form S-3 (filed on Form S-1) filed July 16, 1996 (File No. 333-00888)
	10.1**		2005 Incentive Compensation Plan (incorporated by reference to Exhibit A to Definitive Proxy Statement filed March 31, 2005)
	10.2		Third Amended and Restated Credit and Security Agreement between the Company and Wells Fargo Bank, National Association dated May 27, 2010 (incorporated by reference to Form 10-Q filed August 12, 2010)
	10.3		Sixth Amendment dated March 16, 2014 to Third Amended and Restated Credit and Security Agreement between the Company and Wells Fargo Bank, National Association (incorporated by reference to Form 8-K filed May 21, 2014)
	10.4**		Form of Change of Control Agreement for Named Executive Officers (incorporated by reference to Form 10-K filed March 11, 2015)*
	10.5**		Amendment dated November 5, 2014 to Employment Agreement with Michael Degen (incorporated by reference to Form 8-K filed November 7, 2014)
	10.6**		Consulting Agreement with Michael Degen dated November 5, 2014 (incorporated by reference to Form 8-K filed November 7, 2014)
	10.7**		Form of Employment Agreement with Richard Wasielewski dated March 15, 2014 (incorporated by reference to Form 10-K filed March 11, 2015)
	10.8**		Restated Equity Appreciation Rights Plan dated March 6, 2013* (incorporated by reference to Form 10-K filed March 11, 2015)
	10.9		Lease Agreement dated April 1, 2015 between the Company and LSOP 3 MN 3, LLC (incorporated by reference to Form 8-K filed April 9, 2015)
	10.10		Seventh Amendment dated May 7, 2015 to Third Amended and Restated Credit and Security Agreement between the Company and Wells Fargo Bank, National Association (incorporated by reference to Form 8-K filed May 13, 2015)
	10.11		Asset Purchase Agreement dated June 17, 2015 between the Company and Devicix, LLC (incorporated by reference to Form 10-Q filed August 5, 2015)
	10.12**		Restated Amendment to Employment Agreement with Michael Degen dated November 5, 2014 (incorporated by reference to Form 8-K filed November 5, 2015)
	10.13		Lease Agreement dated November 12, 2015 between the Company and Suzhou Industrial Park Biotech Development Co., Ltd*
	10.14		Eighth Amendment dated February 22, 2016 to Third Amended and Restated Credit and Security Agreement between the Company and Wells Fargo Bank, National Association (incorporated by reference to Form 8-K filed February 24, 2016)
	23.1		Consent of RSM US LLP.*

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	31.1		Certification of the Chief Executive Officer and President pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.*
	31.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.*
	32.1		Certification of the Chief Executive Officer and President and Chief Financial Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
	101		Financial statements from the annual report on Form 10-K for the year ended December 31, 2014, formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Cash Flows, and (iv) the Notes to Consolidated Financial Statements.*

*: Filed electronically herewith.
**: Management contract or compensatory plan or arrangement in which directors or executive officers are eligible to participate

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


NORTECH SYSTEMS INCORPORATED
March 21, 2016		/s/ Paula M. Graff Paula M. Graff Vice President and Chief Financial Officer
March 21, 2016		/s/ Richard G. Wasielewski Richard G. Wasielewski President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


March 21, 2016		/s/ Richard G. Wasielewski Richard G. Wasielewski President and Chief Executive Officer
March 21, 2016		/s/ Michael J. Degen Michael J. Degen Chairman and Director
March 21, 2016		/s/ Richard W. Perkins Richard W. Perkins, Director
March 21, 2016		/s/ Kitty Iverson Kitty Iverson, Director
March 21, 2016		/s/ Ken Larson Ken Larson, Director
March 21, 2016		/s/ Michael Kennedy Michael Kennedy, Director
March 21, 2016		/s/ David B. Kunin David B. Kunin, Director

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INDEX TO EXHIBITS

DESCRIPTIONS OF EXHIBITS


	3.1		Articles of Incorporation (incorporated by reference to Amendment No. 1 to Form S-3 (filed on Form S-1) filed July 16, 1996 (File No. 333-00888)
	3.2		Bylaws (incorporated by reference to Amendment No. 1 to Form S-3 (filed on Form S-1) filed July 16, 1996 (File No. 333-00888)
	10.1**		2005 Incentive Compensation Plan (incorporated by reference to Exhibit A to Definitive Proxy Statement filed March 31, 2005)
	10.2		Third Amended and Restated Credit and Security Agreement between the Company and Wells Fargo Bank, National Association dated May 27, 2010 (incorporated by reference to Form 10-Q filed August 12, 2010)
	10.3		Sixth Amendment dated March 16, 2014 to Third Amended and Restated Credit and Security Agreement between the Company and Wells Fargo Bank, National Association (incorporated by reference to Form 8-K filed May 21, 2014)
	10.4**		Form of Change of Control Agreement for Named Executive Officers(incorporated by reference to Form 10-K filed March 11, 2015)
	10.5**		Amendment dated November 5, 2014 to Employment Agreement with Michael Degen (incorporated by reference to Form 8-K filed November 7, 2014)
	10.6**		Consulting Agreement with Michael Degen dated November 5, 2014 (incorporated by reference to Form 8-K filed November 7, 2014)
	10.7**		Form of Employment Agreement with Richard Wasielewski dated March 15, 2014(incorporated by reference to Form 10-K filed March 11, 2015)
	10.8**		Restated Equity Appreciation Rights Plan dated March 6, 2013(incorporated by reference to Form 10-K filed March 11, 2015)
	10.9		Lease Agreement dated April 1, 2015 between the Company and LSOP 3 MN 3, LLC (incorporated by reference to Form 8-K filed April 9, 2015)
	10.10		Seventh Amendment dated May 7, 2015 to Third Amended and Restated Credit and Security Agreement between the Company and Wells Fargo Bank, National Association (incorporated by reference to Form 8-K filed May 13, 2015)
	10.11		Asset Purchase Agreement dated June 17, 2015 between the Company and Devicix, LLC (incorporated by reference to Form 10-Q filed August 5, 2015)
	10.12**		Restated Amendment to Employment Agreement with Michael Degen dated November 5, 2014 (incorporated by reference to Form 8-K filed November 5, 2015)
	10.13		Lease Agreement dated November 12, 2015 between the Company and Suzhou Industrial Park Biotech Development Co., Ltd*
	10.14		Eighth Amendment dated February 22, 2016 to Third Amended and Restated Credit and Security Agreement between the Company and Wells Fargo Bank, National Association (incorporated by reference to Form 8-K filed February 24, 2016)
	23.1		Consent of RSM US LLP*
	31.1		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.*
	31.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.*
	32.1		Certification of the Chief Executive Officer and President and Chief Financial Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

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	101		Financial statements from the annual report on Form 10-K for the year ended December 31, 2015, formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Cash Flows, and (iv) the Notes to Consolidated Financial Statements.

*: Filed electronically herewith.
**: Management contract or compensatory plan or arrangement in which directors or executive officers are eligible to participate

Exhibit 10.13

Lease Agreement

Contract No.: BD [2015] 241

This lease agreement is made in Suzhou Industrial Park on 12 th (day) November (month) 2015 (year) between the following parties:

Landlord: Suzhou Industrial Park Biotech Development Co., Ltd

a company established under the laws of the People’s Republic of China and having its office at 5F, North Block, A1 Building, 218 Xinghu Street, Suzhou Industrial Park, China, 215123 (hereinafter referred as “Party A”)

Tenant: Nortech Systems (Suzhou) Ltd

a company established under the laws of the People’s Republic of China and having its office at Room 101, 201, No. 3 Building, 218 Sangtian Street, Suzhou Imdustrial Park, China, 215000 (hereinafter referred as “Party B”)

Hereinafter the two parties are collectively referred to as the “Parties”.

After friendly consultation and negotiation, both Parties agree to sign this Lease Agreement on the fact the Landlord leases and the Tenant rents the premises in BioBAY Sangtian Island No.3 building for research, manufacture and office use as below in accordance of PRC Contract Law and related regulations.

1. Lease of Premises

1.1 The premises refers to the place having its address at Suite 101, 201 of No.3 Building of BioBAY Sangtian Island, containing a build-up area of 2780 square meters. See Attachment 1 of layout of the premises.

1.2 The build-up area in this clause is subject to final survey by the Authorities in SIP.

1.3 The premises shall only be used for research, manufacture and office use. The tenant shall not vary the use of the premises unless obtain the prior written consent of the Landlord.

1.4 The Landlord has already notified the Tenant that the premises is only for research, manufacture and office use, and shall not guarantee any other special uses of the premises. The Tenant hereby confirms that there is no further requirement to the environment and agrees not to raise any requirement or to terminate this Agreement during the Lease Term upon this.

1.5 Tenant shall obtain all the permission, license or other related permit by its own to start operation in the premises.

1.6 See Attachment 3 of the fitting out and utility status in the premises. Unless otherwise be agreed by both parties, this Attachment 3 shall be the standard of original state of the premises from Landlord to Tenant upon commence of the Lease and Tenant to Landlord upon termination of this Lease.

2. Payment of Rent, Service Charge and other fee

2.1 The amount and payment schedule of rent and service charge of the premises are listed in Attachment 2.

2.2 The rent and service charge of the premises is calculated on the build-up area listed in Clause 1.1 of this Lease.

2.3 Landlord or the Property Management Enterprises appointed by Landlord has the rights to adjust the Service Charge of the premises according to the change of exact cost of managing the building during the Lease Term. However, the Service Charge shall remain unchanged for the first three years and the increasing range thereafter shall not exceed 5% of previous yearly Service Charge.

2.4 Rent and Service Charge shall be payable without advanced notice from the Landlord. Tenant shall make the first payment of rent and service charge upon signing this Lease. See Attachment 2 of the first payment of rent and service charge.

2.5 Tenant shall pay rent and service charge of the current month on or before the first day of the month according to this Lease, except for the first payment of rent and service charge.

2.6 If any of the payment day falls on a Non-Working Day, the Tenant shall be liable to pay the relevant rent and service charge due on such date only on the first Working Day immediately following such date. The Working Day in the Clause refers the day when Bank of China is open for business.

2.7 Landlord shall be liable to provide Invoice to Tenant within fifteen days after the whole amount of rent and service charge is received.

2.8 The Tenant shall pay all the public service bills including but not limited to water, electricity. (hereinafter referred to as “Other Fees”) according to the independent meters of the premises and/or the bills from public utilities provided by the Tenant. The Tenant shall pay Other Fees according to the payment method and payment schedule listed on the notice issued by the Landlord or the Property Management Enterprises appointed by Landlord when receiving the reading of independent meters or bills. It shall be considered as breach of this Agreement if the Tenant fails to do so.

2.9 The Tenant shall pay the rent, Security Deposit and Fitting Out Deposit to the following account of Landlord:
Name of Account: Suzhou Industrial Park Biotech Development Co., Ltd
Account No.: 10551101040011339
Name of Bank: Agricultural Bank of China SIP Technology Branch

2.10 The Tenant shall pay service charge and Other Fees to the following account of Landlord or the Property Management Enterprises appointed by Landlord.
Name of Account: China-Singapore Suzhou Heqiao Property Service Co., Ltd
Account No.: 831-4135306436
Name of Bank: Shanghai Pudong Development Bank Suzhou Industrial Park Branch

2.11 Other fees or taxes which arise from using of the premises shall be borne according to the laws and regulations.

2.12 During the Lease Term, where Party B and Party B’s employees or visitors need to park their motor vehicles in the parking lots of BioBAY Sangtian Island, Party B shall comply with Party A’s charge rules for parking which may be amended from time to time, and shall pay the charges timely as required by Party A.

3. Lease Term and Hand over issue

3.1 See Attachment 2 and Attachment 3 of Lease term and hand over date.

3.2 Tenant shall conduct hand over procedure and pay related fees at the property management office of the building on the hand over date. Landlord or its appointed property management company shall hand over the premises to the Tenant, and the Landlord’s obligation to hand over the premises shall be considered fully fulfilled upon signing of the hand over form by both Parties. Where Party B fails to conduct hand over procedure in accordance with this Article, or Party B refuses to hand over the premises without justifiable reasons, the premises shall be considered to be handed over to Party B on the hand over date successfully.

3.3 If the Tenant fails to conduct the hand over procedure at the property management office after fifteen days from the hand over date, the Landlord shall be entitled to early terminate this Agreement and forfeit the Security Deposit.

3.4 Upon signing this Lease, Tenant has already known that the premises fail to comply with the hand over standard. If the premises still fail to comply with the hand over standard when it comes to the hand over date, the hand over date will be extended accordingly, and Landlord is not liable for such breach of contract, but such extension shall not exceed 2 months.

3.5 The Landlord has the rights to take back the premises upon termination of this Agreement and the Tenant shall hand over the premises to the Landlord in accordance with related Clauses.

3.6 The Tenant has the priority to renew the Lease of the premises. However, the Tenant shall serve written notice to Landlord in order to extend the Lease Term at least three (3) months before the expiration of the Lease Term. The Landlord may discuss and coordinate with the Tenant on the renewal of the Lease after receiving the written notice. In line with the principle of good faith, based on the Rent herein and with reference to the then market conditions, both Parties shall negotiate on the Rent and Lease Term of the renewal lease based on the Rent of this Lease through friendly consultation and sign renewal lease at least two (2) months before the expiration of the Lease Term. If no renewal of the Lease is reached two months before the expiration date of this Agreement, the Landlord shall be entitled to rent out the premises to other parties upon the expiration date.

4. Security Deposit

4.1 Security Deposit is the deposit placed by the Tenant as security for the due performance of the Tenant’s obligations.

4.2 Security Deposit hereunder shall be equal to the amount of rents of three months, see Attachment 2 for specific total amount of Security Deposit. The Tenant shall place all the Security Deposit within 20 days after signing this Agreement. The Landlord shall not pay the interest of the Security Deposit during the whole Lease.

4.3 Without prejudice to Party A’s rights, the Landlord shall return the Security Deposit (without interest) within thirty (30) days from the day that Tenant payoff all due amount and hand over the premises to the Landlord according to this Agreement.

4.4 The Security Deposit shall be maintained full amount throughout the Lease Term. Under the circumstance that the Tenant breaches this Agreement, the Landlord shall issue a written notice to the Tenant. If the Tenant refuses to amend, the Landlord shall be entitled to deduct the Security Deposit to compensate all losses including but not limit to due Rent, Service Charge and other Fees. In such case, the Tenant shall make up the amount of deducted Security Deposit and pay it to the Landlord upon the Landlord’s notice. Otherwise the Landlord shall have the rights to take back the premises immediately and the Tenant shall be considered severe violation of the Agreement. If the amount of Security Deposit is not enough for the deduction, the Landlord shall be entitled to recover the compensation and the Tenant shall pay the balance to the Landlord.

4.5 Security Deposit shall be wire transferred to the Bank Account of the Landlord listed in Clause 2.9.

4.6 The Security Deposit shall not be deemed or treated as payment of Rent, Service Charge or other Fees by the Tenant, nor be used as a guarantee to any other entity or as a creditor transfer.

5. Fitting out, partition, installation of equipment rebuild

5.1 The Tenant shall obey the rules established by the Landlord to partition, carry out the fitting out activities, install equipment or rebuild the premises, including but not limited to obtain the approval from the Landlord or the Property Management Enterprises and related Authorities (if applicable) on the fitting out plan and drawings and to place a Fitting Out Deposit.

5.2 Party B or Party B ensures that its contractor shall place the Fitting Out Deposit before starting fitting out the premises. The standard for calculating the Fitting Out Deposit shall be as below:

X stands for Lease Area(square meter)		Fitting Out Deposit(RMB)
X 300		3000
300<X 1000		7000
1000<X 2000		10000
X>2000		20000

5.3 Where the fitting out activities are completed and the fitting out has passed the examination of Party A, the Property Management Enterprises and relevant

governmental administration such as the fire department (if applicable), the Fitting Out Deposit without interests may be returned to Party B within 30 working days after receiving Party B ’s application for refund.

5.4 If any property loss is brought to Party A or any third party due to Party B’s or its contractor’s violation of the approved fitting out plan or violation of the laws and regulations, Party A is entitled to deduct compensation accordingly from the Fitting Out Deposit; if the amount of compensation exceeds the amount of the Fitting Out Deposit, Party A shall have the right to pursue recovery.

5.5 The Tenant shall not do any rebuild, partition or fitting out activities that may cause damage to the original construction of the building, especially the structure, loading, exterior appearance and public space.

5.6 In consideration of different commencing period of all the tenants in the building, to ensure the working environment of the in-operation tenants, the fitting out hour is specified by the Landlord or its appointed property management company. Any special requirement, the Tenant and its contractor shall apply case by case. The Tenant shall carry out the fitting out activities pursuant to this Agreement and related regulations of property management and shall not place any construction materials or tools on the public space or anywhere outside the premises unless otherwise agreed by the Landlord.

5.7 At any time when Party A or Property Management Enterprise finds that Party B’s fitting out plan, drawings or conducts have violated the above mentioned approval or rules, Party A and Property Management Enterprise will be entitled to demand suspension and correction of Party B’s fitting-out activities.

6. Maintenance and Repair

6.1 During the Lease Term, the Landlord shall conduct maintenance of the building and its attached facilities regularly and keep the appearance and inner public space clean and tidy.

6.2 Landlord’s responsibility of maintenance is limited to the original structure of the premises, the power connection which hasn’t be amended by the Tenant and public space. Landlord shall repair the parts within its responsibility while any damage to the premises or its attached facilities occurred or within 24 hours of the Tenant’s notice. If the Landlord fails to respond to the Tenant’s request of maintenance within 24 hours after receiving the Tenant’s notice, the Tenant can repair the parts by itself, but the Tenant shall submit the maintenance plan and get the Landlord’s approval before implementation, the Landlord agrees to reply to the Tenant within two working days after receiving the Tenant’s maintenance plan. If the Landlord fails to reply within the aforesaid period, the Tenant can repair it by itself, and the Landlord shall fully compensate the Tenant for reasonable maintenance fee which have been actually paid by the Tenant.

6.3 The Tenant shall make reasonable use and take care of the premises and its facilities, and keep it and its inner part rentable and in good condition. When there is any destruction or accident, or any damage or defect in facilities such as water system,

wire, installation and other facilities, the Tenant should inform the Landlord or property management company in both oral and written form.

6.4 In case of any deliberate, accidental or improper damage or malfunction on the building or its facilities by the Tenant or its employees or visitors, or any damage to the landlord or a third party, the Tenant should be responsible for immediate fixation and proper compensation which includes but is not limited to fixation, maintenance and all expenses and fees caused by compensation for other parties. If the Tenant fail to do the fixation within three days since the Landlord’s information, the Landlord has the right to do it for him and send the maintenance expenses to the Tenant together with 20% of managerial fee.

6.5 If Landlord installs air-con or any other important equipment or machinery in the premises, the Tenant shall carry out reasonable maintenance and shall not place any covers, seal or fitting out which may cause difficulty to repair the Landlord’s installation.

6.6 Unless defined in this Agreement, the Tenant shall obtain the written consent from the Landlord and obtain relative Authorities’ approval if required to move in any additional instruments and equipment. The Tenant is responsible for the maintenance and repair of the instruments and equipment.

7. Property Management and related issues

7.1 The building is managed by the Landlord and the Landlord also has the right to appoint certified property management enterprises to execute the property management work.

7.2 The Tenant shall strictly obey the rules and regulation made by the Landlord or its appointed property management enterprises in order to manage the properties. These rules and regulations shall be considered as an indivisible part of this Agreement.

7.3 Landlord or its appointed property management enterprises reserve the right to make, modify, adopt or replace any management rules and regulations necessary to manage and maintain the building to be an top-ranking R&D and office building. However, a written notice shall be sent to the Tenant thirty (30) days in advance.

8. Entry to the Premises and Inspection of Work

8.1 The Tenant agrees that Landlord or its appointed property management enterprises enter the premises for maintenance, cleaning service, theft preventing, disaster preventing, rescue, other management needs or repair for the premises next door. Usually, Landlord shall notify the Tenant of the entry twenty-four (24) hours in advance.

8.2 In case of any emergency, Landlord or its appointed property management enterprises shall enter the premises with accompany of Tenant’s representative during the office hour. Landlord or its appointed property management enterprises have the right to enter the premises without advanced notice while it happens in non-office hour and Tenant is unable to contact.

8.3 If such situation mentioned in Clause 8.2 occurs, the Tenant shall support and corporate with Landlord or its appointed property management enterprises. Landlord or its appointed property management enterprises shall reduce the influence to the Tenant to the best of their abilities.

9. Relationship with Neighbor

9.1 The Tenant shall not do or let others do any activities that may cause interference to neighbors or the Landlord.

9.2 The Landlord only bears the responsibility of coordination where the dispute arises between the Tenant and its neighbors. If the dispute cannot be resolved by such coordination, the Tenant may negotiate with the neighbors or go to the court directly. Under any circumstance, the Tenant shall not list the Landlord as the defendant or third person, unless otherwise regulated in the law.

9.3 If there is any dispute arising between the Tenant and neighbors caused by the Tenant and the neighbors take legal action against the Tenant and list the Landlord as the third person, the Landlord shall have the rights of recourse the fees including but not limit to attorney fees, lawsuit cost and etc. The Landlord shall be entitled to deduct such fees from the Security Deposit.

10. Insurance

10.1 The Tenant shall not do or let others do anything that may cause the partial or total invalidation of the insurance of the premises or the building or increase the cost of insurance. The Tenant shall be responsible for any renewal or extra cost of insurance or other related fees caused by Tenant’s breach of the Lease, in the event that the Landlord have to re-insurance or increase the total amount of the insurance, and shall pay back to the Landlord all the extra amount in time.

10.2 The Tenant promises to carry on the personnel and property insurance and respective Third Party Insurance (if any) of the employees and properties inside the building (including but not limited to office instruments, computers, vehicles, important documents, etc). The liabilities for any personal loss or property loss of Party B, Party B’ employees or any third party occurred in the building shall be borne by Party B.

10.3 The Tenant shall provide and show the insurance slip or payment sheet of such insurance when the Landlord makes reasonable request.

11. Assignment, Sub-letting and Sale

11.1 The Tenant shall not transfer, sub-let, assign, let the premises or give any other rights to any other third parties (hereinafter referred as “Party C”) without the written consent from the Landlord.

11.2 In the event that the Landlord gives the Tenant the written consent described in Clause 11.1, the Tenant shall make Party C agrees and implement all the clauses and obligation in this Agreement and bear the responsibility while Party C breach any clause in the Agreement or regulation of the building. For the convenience of

managing the building, the Tenant shall submit the Agreement between Tenant and Party C to the Landlord for recording.

11.3 The Landlord has the right to sale the premises, the whole building or any part of the building at any time during the Lease. However the Landlord shall insure to carry the obligation as Landlord according to this Agreement.

11.4 The Tenant shall not claim the preemption of the premises under the circumstance that Landlord sales the whole or parts of building, unless the Landlord sales the Premises separately.

12. Yield up of the Premises

12.1 Unless otherwise agreed in writing by both Parties, Tenant shall yield up the premises which is already in their original state as of the hand over date (except for natural losses) or in a state as accepted by Party A in writing to Party A upon termination of this Agreement, the Tenant shall serve written notice to the Landlord in advance for inspection and acceptance of the premises, both Parties shall examine the premises according to the standard herein. Upon Party A’s receiving of all the keys of the premises and signing of the Hand over Form by both parties, the Tenant’s obligation to yield up the premises is considered to be fulfilled.

12.2 The Landlord reserves the right to require the Tenant reinstate, remove or tear down any rebuild, attachments, installations and bear all the cost of such action, through such rebuild or installation is approved by the Landlord. The installation or equipment shall be kept if approved by the Landlord. However the Tenant shall not ask for compensation in such case.

12.3 Under the circumstance that the Tenant fails to fulfill the obligation of yielding up the premises pursuant to Clause 12.1, the Landlord shall be entitled to charge the Tenant at 200% of the daily Rent (the standard of such rent shall be the rent at the time of termination of this Agreement) as occupancy fee from the next day of termination of the Agreement or expiration of the Lease Term to the day both parties sign on the hand over form, and the Landlord shall be entitled to deduct it from the Security Deposit. However, such payment of occupancy fee shall not form the renewal or extension of the Lease Term. The Landlord shall have the right to request the Tenant to move out immediately.

12.4 Under the circumstance that the Tenant fails to fulfill the obligation of yielding up the premises over thirty (30) days (including public holidays) pursuant to Clause 12.1, Anything (including but not limited to office supplies or equipment) left in the premises shall be deemed as disposal and the Landlord is entitled to enter the premises to handle it (if any) without witness of any third party or notarization. The Tenant agrees not to ask for compensation in such case and afford all service cost and cost of reinstating the premises.

12.5 Upon termination of this Agreement or expiration of the Lease Term, the Tenant shall not require the Landlord to purchase or compensate the fitting-out and instrument in the premises at any reason.

13. Breach of the Agreement

13.1 If the Tenant fails to pay the Rent, Service Charge or other Fees including but not limited to water fees, electricity fees in accordance with this Agreement, the Tenant shall pay a penalty of 0.05% of the total amount of due payment each day from the date of due dates to the date that the Tenant clears all the due payment. If such delay of payment exceeds thirty days, it shall be considered the Tenant’s breach of the Agreement and the Landlord shall be entitled to claim the Tenant’s responsibility pursuant to Clause 13.2.

13.2 The following situation will be considered severe violation of the Agreement by Tenant, the Landlord shall be entitled to terminate the Agreement. The lease termination date shall be the date when the Landlord’s written notice is received by the Tenant:

13.2.1 the full amount of Rent, Service Charge or other Fees hasn’t been paid for over thirty (30) days;

13.2.2 breach of this Agreement (including the Clauses in this Agreement and the regulation established by the Landlord) and fails to remedy after thirty (30) days of written notice issued by the Landlord;

13.2.3 the Tenant faces financial crisis, reckoning, or revoke of Business License;

13.2.4 any Tenant’s property in the premises is sealed up or kept in custody;

13.2.5 the Tenant sub-let or let the premises without permission;

13.2.6 the Tenant does not use the premises in accordance with agreed purpose, or conduct illegal activities in the premises; or

13.2.7 the Tenant terminates the Lease early without grounds in law or in this Agreement.

13.2.8 other circumstance in this Agreement defined as severe violation of the Agreement.

13.3 The Tenant hereby explicitly agrees and declares, where the Landlord terminates this Agreement due to Tenant’s above breaches or other breaches according to the law where the Landlord is entitled to terminate this Agreement, the Landlord shall be entitled to forfeit all Security Deposit and take back the premises. In addition to the liability of paying off all due payment, the Tenant shall bear all the following liabilities:

13.3.1 paying liquidated damages which equal to sum total of six months’ rents (the standard of such rent shall be the rent at the time of termination of this Agreement) (including the Security Deposit placed by the Tenant);

13.3.2 paying liquidated damages at 0.05% of the total amount of due payment each day;

13.3.3 compensating the rest of the losses if the above liquidated damages cannot make up for all losses.

13.4 Since the Rent, Service Charge and other Fees on water and electricity at the expense of Party B are necessary in managing and running the building, the Landlord holds the right to cut off all these supplies until the Tenant pays them off in the case of delayed payment. And any economic losses due to this shall be borne by the Tenant;

and the expenses on restoring these supplies shall be the Tenant’s responsibility.

13.5 Any behavior, negligence, non-performance or violation against this Agreement from the employees, agents, contractors, invitees, customers or visitors from the Tenant shall be regarded as behavior, negligence, non-performance, or violation against this Agreement from the Tenant and the Tenant shall undertake the related responsibilities.

13.6 Relevant regulations on violation in the contract can be executed together with the item above-mentioned simultaneously.

14 . Exemption of Liability of the Landlord

14.1 The Tenant hereby explicitly agrees and declares, unless the following condition is directly caused by the Landlord’s intent activities, the Landlord shall not be liable to the Tenant or any other personnel;

14.1.1 Any defect or malfunction from facilities in the building, such as elevator, staircase, fire fight, security or air-conditioning; or failure, malfunction or suspension of provision of services like electricity, running water, gas or telephone etc.

14.1.2 Any overflow, leakage of water, smoke or fire, or infiltration of rain or water into the building.

14.1.3 any propagate of mouse, termite, cockroach or any other vermin, or any personnel or property loss or damage to the Tenant or other personnel caused by blast of the premises or building, theft or robbery;

14.1.3 natural disaster, force majeure or any communicable diseases like SARS;

14.1.4 any damage caused by other tenants in this building.

14.2 The Landlord shall provide security guard, managing personnel, any mechanical or electronic security system (if any) to the property or the premises. However this will not constitute the Landlord’s liability of the secure of the premises, the Tenant, its employees or visitors, and their belonging etc.

15. Confidentiality

15.1 The Parties agrees to keep confidential of the other party’s related documents and files before or during this Agreement.

15.2 The other Party shall return or destroy by melting or burning all the confidential documents and files (including photocopies) while the Agreement terminates (or requested by one Party at any time).

15.3 The Parties promise to never leak out any rental price of this Lease or information during the negotiation.

16. Dispute Resolution

16.1 In the event any dispute arises between the Parties in relation to this Lease, the Parties shall attempt in the first instance to resolve such dispute through friendly consultations.

16.2 If the dispute has not been resolved through friendly consultations within thirty (30) days, then the dispute shall be settled by proceeding in the local courts of the

Premises.

17. Miscellaneous

17.1 Any amendment on the Lease shall have written consent from both Parties.

17.2 Non-Waiver

17.2.1 The case that the Landlord learn of the Tenant’s violation of the contract while accepting his payment doesn’t mean that the Landlord has given up the right to investigate for his responsibility. If the Landlord tends to give up any right in this contract a written signature should be provided. In case of insufficient payment from the Tenant, that is, the Landlord accepts the remaining part from the Tenant the landlord still holds the right to pursue the overdraft and the right to investigate for relevant responsibilities and take measures according to the contract or the laws.

17.2.2 Any forgiveness or exemption from the Landlord about the Tenant’s violating, not obeying or executing his responsibilities doesn’t mean the landlord’s approval or toleration to such behavior, or exemption from the responsibility of violating the contract unless there is a written permission.

17.2.3 Any approval from the Landlord to the Tenant means only an approval on a certain event. It won’t entitle the Tenant with the freedom from any responsibility or execution of any item in the contract. And it doesn’t mean the Landlord will give consent to the Tenant on the same kind of event unless there is a written permission.

17.3 The Tenant shall allow the Landlord or its representative to accompany other interested parties to view the premises with advanced appointment with the Tenant, within the ninety (90) days before lease expiration or termination, unless the Landlord and the Tenant has already agreed to renew this Lease.

17.4 The Tenant shall notify the Landlord in writing within forty-eight (48) hours after receives any kind of notice, services, summons related to the premises by Authorities.

17.5 The Landlord has the right to change the name of the building at anytime, but shall notify the Tenant ninety (90) days in advance. The Landlord shall not bear any other responsible or compensation to the Tenant.

17.6 The Tenant hereby agrees the Landlord or its’ appointed property managing company has the right to use the Company Name and logo only at the promotion of the building. If the Landlord needs any related materials and sample, the Tenant shall be corporate.

17.7 All the display, introduction or promotion carried out by the Landlord or its’ appointed property managing company to other tenants are only offers for reference. If there is any discrepancy against this Agreement, this Agreement shall prevail.

17.8 Notices:

Any notice issued according to this Agreement or relevant documents shall be in writing form and sent via post, express, facsimile transmission or other means, the written notice is deemed to have been received when:

1) upon five days after sending if sent by post or express;

2) upon that the fax machine shows successful transmission if sent by fax;

3) if sent by other means, namely, if the notice is handed over by Party A to Party B directly in the Premises and when it is signed by Party B’s employees, such notice shall be deemed to have been received; if the notice is handed over by Party B to Party A directly in the Premises, such notice shall be deemed to have been received when it is signed by Party A; when Party A or the Property Management Enterprise releases its management rules or notices, which can be posted at an eye-catching position of the building or the entrance of the Premises, such management rules or notices shall be deemed to have been received.

One Party shall notify the other Party with written notice in time when it changes the Business Licence, the following mailing address(including but not limited to addressee, address, telephone number, fax number) during Lease Term, otherwise, the Party who fails to timely notify shall bear all the liability of delivery delay or unable to deliver.

The Mailing address of Party A:

Name of the Company: Suzhou Industrial Park Biotech Development Co., Ltd

Addressee: Junyong Pang

Address: Floor 5, North Block, A1 Building, No.218 Xinghu Street, SIP

Postal code: 215123

Tel: 86-512-62956666

Fax: 86-512-62986633

The Mailing address of Party B:

Name of the Company: Nortech Systems (Suzhou) Ltd

Addressee: Grace Zhao

Address: Room 101, 201, No. 3 Building, 218 Sangtian Street, Suzhou Industrial Park, China

Postal code: 215000

Tel: 86-13701360312

Fax:

17.9 Any unsettled matters in this Agreement shall form a Supplementary Agreement while agreed by both Parties. The Supplementary Agreement shall also be an indivisible part of this Agreement. In the event of any discrepancy between this Agreement and the Supplementary Agreement, the Supplementary Agreement shall be considered as supplement to the original Agreement and shall prevail.

17.10 This Agreement shall be effective when duly executed by both parties. This Agreement is made in six copies with Party A holding 3 copies and Party B holding 1 copy, the other 2 backup copies will be kept by Party A for submitting to department of commerce and department of tax administration for registration if necessary. This Agreement is written in Chinese and is translated to English, in

the event of any discrepancy between English version and Chinese version, the Chinese version shall prevail.

17.11 If Party B is in preparation of set-up when signing this Lease, this Lease shall also be considered effective with the signature and seal of Party A and signature of authorized representative for and on behalf of Party B. All the obligation and rights shall be borne and carried out by the authorized representative for and on behalf of Party B before the Business License of Party B is issued by Authorities. After the entity set up, whether the former name of the Party B is consistent with the name used in this Lease, this Lease shall have the same effect. Party B shall seal on the Lease within fifteen (15) days after obtain the Business Licence and Company Stamp.

17.12 In Party B’s production and operational activities during the Lease Term, Party B shall comply with all the applicable national laws, regulations, rules and standards concerning environment, health and safety (including security assurance) as well as all related regulations adopted in Jiangsu Province and Suzhou City, and shall bear the social responsibility for enterprise on environment, health and safety. Party B has read Attachment 4: BioBAY Sangtian Island Enterprise’s Safety Liability Statement (hereinafter referred to as Safety Liability Statement)and fully understand and accept the requirements thereof.

Where Party B’s business operation dose not confirm to the national or local standards, or the Safety Liability Statement, leading to an incident or a hidden danger of security and environment, Party B shall suspend its operation immediately and start to rectify till to regain the acceptance of Party A or related governmental administrations. If anyone is dead in the incident or there is any other serious situation which may affect the normal operation environment or may lead to major safety incident, or Party B fails to perform its obligations of declaring environment test, fitting out, standardized administration of labs and other environmental requirements and rectification obligations, Party B shall be considered as having seriously breached this Agreement, Party A is entitled to terminate this Agreement immediately and Party B shall bear the liabilities for breaches. Meanwhile, if any personal loss or property loss caused to Party A or any third party, compensation for such losses shall be borne by Party B.

(No text below)

Party A:		Party B:
Suzhou Industrial Park Biotech		Nortech Systems (Suzhou) Ltd
Development Co., Ltd


Signature and Stamp		Signature and Stamp

Attachment 1. Layout Plan of the Premises

This layout plan is only used to confirm the location of the premises by both parties. Tenant shall not use this plan for any other purpose.

Attachment 2. Particulars of the Lease and Payments of Rent, Service Charge and other Fees

1.1 As agreed by both parties, the Term of this Lease is a total period of 60 months commencing from 10 th (date) January (month) 2016 (year) and ending on 9 th (date) January (month) 2021 (year).

1.2 The rent-free period is from 10 th (date) January (month) 2016 (year) to 9 th (date) July (month) 2016 (year). During the rent-free period, Party B may pay no rent to Party A, but shall pay the Service Charge and other fees(including but not limited to costs arising from use of the Premises, such as water costs, electricity charges)(hereinafter referred to as the Other Fees) according to Clause 1.4, 1.5, and 1.6 of this Attachment. The rent-free period is a special preference given by Party A to Party B, if this Agreement is terminated early due to Party B’s reason, Party B shall pay the rent for such rent-free period on the standard stipulated in Clause 1.3 of this Attachment, apart from other liabilities for breaching this Agreement.

1.3 As agreed by both parties, from 10 th (date) July (month) 2016 (year) to 9 th (date) January (month) 2021 (year), the monthly Rent of the Premises shall be 111200 RMB in total calculated at the rate of 40 RMB per square meter. The first payment of Rent at an amount of RMB 111200 (for the Rent Period from 10 th (date) July (month) 2016 (year) to 31 st (date) July (month) 2016 (year)) shall be payable on the signing date of this Agreement. All other payments of Rent shall be payable monthly on or before the first day of the current month. Rent shall be calculated by the portion of numbers of rental days to exact number of the current month while the payment period is less than one month.

1.4 As agreed by both parties, the monthly Service Charge of the Premises shall be 19460 RMB in total calculated at the rate of 7 RMB per square meter. The first payment of Service Charge at an amount of RMB 19460 (for the Period from 10 th (date) January (month) 2016 (year) to 31 st (date) January (month)) shall be payable on the signing date of this Agreement. All other payments of Service Charge shall be payable monthly on or before the first day of the current month. Service Charge shall be calculated by the portion of number of rental days to exact number of days in the current month while the payment period is less than one month.

1.5 Security Deposit of this Lease shall be RMB 333600 in total.

1.6 Tenant shall pay other fees according to the payment notice each month after receiving it.

1.7 As agreed and acknowledged by both parties, where there are arrears needs to be paid by Party B but Party B enjoys a sum of rental subsidy which is granted by Suzhou Industrial Park governmental authority when this Agreements is terminated, Party A may offset such arrears by Party B’s rental subsidy directly without giving any other notice to Party B.

Attachment 3. Hand over date and Standard

1.1 The hand over date of the premises mentioned in this lease agreement shall be at 10 th (date) January (month) 2016 (year). Lease commencement day and the hand over date shall be the same.

1.2 Standard of the premises to hand over and to return:

Type	4 floors on the ground, basement as garage and equipment room

Function	Class C plant

Total construction area	5,639 m 2 ; shared basement area;12,807 m 2

Building area of each floor 1 st 2 nd 3 rd 4 th others(generator room etc. )	1390 m 2 1390 m 2 1428 m 2 1428 m 2 131.2 m 2

Structure type	reinforced concrete

Floor height 1 st ~4 th	1 st /2 nd :5.4 m; 3 rd /4 th :4.5 m

Floor / roof load capacity 1 st 2 nd ~4 th roof	approximately 1,000 kg/m 2 approximately 500 kg/m 2 approximately 200 kg/m 2

Column spacing	8.4 m

Exterior wall	ALC block, elastic coatings brushed; sheet metal facades

Exterior doors and windows	aluminum alloy; hollow glass

Roof	reinforced concrete (waterproof and thermal insulation )

Interior decoration	entrance hall, bathroom, staircase, etc. have been decorated, other production workshops are rough

Sanitary equipment male bathroom female bathroom	the total number of each floor 1 1

Elevators freight elevator passenger elevator	1 (load;2t) 1 (load;1.05t)

Utility equipment power supply fire protection system air condition system water supply drainage	the electric power capacity of each floor is reserved by approximately 170W/m 2 equipped with fire hydrant, spray, automatic fire alarm mechanical ventilation exhaust system reserved air condition room etc. providing water supply points reserved industrial sewage treatment room in the basement

Attachment 4. BioBAY Sangtian Island Enterprise ’ s Safety Liability Statement

Attachment 5. Reservation of Premises

1.1 The Landlord agrees to reserve the rest part of the building where premises are located (No.3 building of Suzhou BioBAY Sangtian Island) for Tenant’s need of expansion of production. The reservation period lasts two years since the premises herein are handed over, tentatively from 1 st (date) November (month) 2015 (year) to 31 st (date) October (month) 2017 (year); the actual hand over date shall prevail for calculation of such period. Tenant shall inform Landlord in writing 3 months in advance, that is before 31 st (date) July (month), 2017 (year) whether Tenant will rent the reserving part Where Tenant intends to rent the reserving part, Tenant shall sign a formal lease or contract with Landlord no later than the expiration date of the reserving period.

1.2 Where Tenant fails to sign the formal lease or contract with Party B before the expiration date of the reserving period, if Landlord rents the reserving part out to a third party (Landlord ensures that it will not rent it out to other pharmaceutical ingredients manufacturing enterprises), Landlord will inform Tenant in writing and Landlord has to inform the third party that it shall not affect Tenant’s production of GMP, declaration and normal operation.

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EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement (No 333-145819) of Nortech Systems Incorporated on Form S-8 of our report dated March 21, 2016 relating to our audit of the consolidated financial statements and the financial statement schedule which appear in this Annual Report on Form 10-K of Nortech Systems Incorporated for the year ended December 31, 2015.


/s/ RSM US LLP
Minneapolis, Minnesota March 21, 2016

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EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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Exhibit 31.1

Certification

I, Richard G. Wasielewski, certify that:

1.

I have reviewed this annual report on Form 10-K of Nortech Systems, Inc. and Subsidiary;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a): Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b): Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c): Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in the report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report on such evaluation; and
d): Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a): All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b): Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: March 21, 2016		By:		/s/ RICHARD G. WASIELEWSKI Richard G. Wasielewski President and Chief Executive Officer Nortech Systems Incorporated

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Exhibit 31.1

Certification

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EXHIBIT 31.2

Certification

I, Paula M. Graff, certify that:

1.

I have reviewed this report on Form 10-K of Nortech Systems, Inc. and Subsidiary;

2.

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

4.

a): Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b): Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c): Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in the report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report on such evaluation; and
d): Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

a): All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b): Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: March 21, 2016		By:		/s/ PAULA M. GRAFF Paula M. Graff Vice President and Chief Financial Officer

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EXHIBIT 31.2

Certification

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EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Richard G. Wasielewski, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of Nortech Systems Incorporated on Form 10-K for the year ended December 31, 2015, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Annual Report on Form 10-K fairly presents in all material respects the financial condition and results of operations of Nortech Systems Incorporated.


March 21, 2016		By:		/s/ RICHARD G. WASIELEWSKI Richard G. Wasielewski Chief Executive Officer and President Nortech Systems Incorporated

I, Paula Graff, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of Nortech Systems Incorporated on Form 10-K for the year ended December 31, 2015, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Annual Report on Form 10-K fairly presents in all material respects the financial condition and results of operations of Nortech Systems Incorporated.


March 21, 2016		By:		/s/ PAULA M. GRAFF Paula M. Graff Vice President and Chief Financial Officer Nortech Systems Incorporated

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EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002