UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

OR

☐         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File No. 001-41391

M-tron Industries, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	46-0457944
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
2525 Shader Rd., Orlando, Florida	32804
(Address of principal executive offices)	(Zip Code)

(407) 298-2000

(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01	MPTI	NYSE American

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  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes  ☒    No  ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of October 31, 2024, the registrant had 2,865,849 shares of common stock, $0.01 par value per share, outstanding.

M-tron Industries, Inc.

Form 10-Q for the Period Ended September 30, 2024

Table of Contents

					Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)				2
		Condensed Consolidated Statements of Operations			2
		Condensed Consolidated Balance Sheets			3
		Condensed Consolidated Statements of Equity			4
		Condensed Consolidated Statements of Cash Flows			6
		Notes to Condensed Consolidated Financial Statements			7
			1.	Background and Description of Business	7
			2.	Summary of Significant Accounting Policies	7
			3.	Related Party Transactions	9
			4.	Income Taxes	10
			5.	Revolving Credit Agreement	10
			6.	Stockholders' Equity	11
			7.	Earnings per Share ("EPS")	11
			8.	Commitments and Contingencies	11
			9	Other Financial Statement Information	11
			10.	Domestic and Foreign Revenues	12
			11.	Subsequent Events	12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations				13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk				18
Item 4.	Controls and Procedures				18
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings				19
Item 5.	Other Information				19
Item 6.	Exhibits				19
	Signatures

Cautionary Note Concerning Forward-Looking Statements

Certain statements contained in this Quarterly Report on Form 10-Q of M-tron Industries, Inc. ("MtronPTI" or the "Company") and the Company's other communications and statements, other than historical facts, may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends for all such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act, as applicable by law. Such statements include, in particular, statements about the Company's beliefs, plans, objectives, goals, expectations, estimates, projections and intentions. These statements are subject to significant risks and uncertainties and are subject to change based on various factors, many of which are beyond the Company's control. The words "may," "could," "should," "would," "believe," "anticipate," "estimate," "expect," "intend," "plan," "target," "goal," and similar expressions are intended to identify forward-looking statements. All forward-looking statements, by their nature, are subject to risks and uncertainties. Therefore, such statements are not intended to be a guarantee of the Company's performance in future periods. The Company's actual future results may differ materially from those set forth in the Company's forward-looking statements. For information concerning these factors and related matters, see "Risk Factors" in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission ("SEC") on March 25, 2024. However, other factors besides those referenced could adversely affect the Company's results, and you should not consider any such list of factors to be a complete set of all potential risks or uncertainties. Any forward-looking statements made by the Company herein speak as of the date of this Quarterly Report on Form 10-Q. The Company does not undertake to update any forward-looking statement, except as required by law. As a result, you should not place undue reliance on these forward-looking statements.

1

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

M-tron Industries, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except share data)	2024		2023		2024		2023
Revenues	$	13,214	$	10,888	$	36,207	$	30,395
Costs and expenses:
Manufacturing cost of sales		6,904		6,230		19,617		18,322
Engineering, selling and administrative		3,389		2,625		9,773		7,714
Total costs and expenses		10,293		8,855		29,390		26,036
Operating income		2,921		2,033		6,817		4,359
Other income (expense):
Interest income (expense), net		63		1		139		(6	)
Other income (expense), net		24		12		61		(6	)
Total other income (expense), net		87		13		200		(12	)
Income before income taxes		3,008		2,046		7,017		4,347
Income tax expense		741		460		1,520		931
Net income	$	2,267	$	1,586	$	5,497	$	3,416
Income per common share:
Basic	$	0.82	$	0.59	$	2.01	$	1.27
Diluted	$	0.81	$	0.57	$	1.97	$	1.25
Weighted average shares outstanding:
Basic		2,751,924		2,703,840		2,729,803		2,693,400
Diluted		2,800,820		2,759,780		2,788,046		2,739,819

See accompanying Notes to the Condensed Consolidated Financial Statements.

2

M-tron Industries, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands, except share data)	September 30, 2024		December 31, 2023
Assets:
Current assets:
Cash and cash equivalents	$	8,490	$	3,913
Accounts receivable, net of reserves of $168 and $141, respectively		6,058		4,802
Inventories, net		9,553		8,884
Prepaid expenses and other current assets		555		588
Total current assets		24,656		18,187
Property, plant and equipment, net		4,887		4,131
Right-of-use lease asset		32		97
Intangible assets, net		40		45
Deferred income tax asset		1,894		1,835
Other assets		7		10
Total assets	$	31,516	$	24,305
Liabilities:
Current liabilities:
Accounts payable	$	1,225	$	1,300
Accrued compensation and commissions		2,785		2,196
Other accrued expenses		759		611
Income taxes payable		518		277
Total current liabilities		5,287		4,384
Long-term lease liability		9		26
Total liabilities		5,296		4,410
Commitments and Contingencies (Note 8)
Stockholders' equity:
Preferred stock ($0.01 par value; 5,000,000 shares authorized, none issued)		—		—
Common stock ($0.01 par value; 25,000,000 shares authorized; 2,814,579 and 2,786,321 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively)		27		27
Additional paid-in capital		16,995		16,167
Retained earnings		9,198		3,701
Total stockholders' equity		26,220		19,895
Total liabilities and stockholders' equity	$	31,516	$	24,305

See accompanying Notes to the Condensed Consolidated Financial Statements.

3

M-tron Industries, Inc.

Condensed Consolidated Statements of Equity

(Unaudited)

(in thousands)	Preferred Stock		Common Stock		Additional Paid-in Capital		Retained Earnings		Total Equity
Balance at June 30, 2024	$	—	$	27	$	16,702	$	6,931	$	23,660
Net income		—		—		—		2,267		2,267
Adjustment to The LGL Group, Inc. transfer		—		—		—		—		—
Stock-based compensation expense		—		—		77		—		77
Exercise of stock options		—		—		216		—		216
Forfeiture of shares to pay taxes		—		—		—		—		—
Balance at September 30, 2024	$	—	$	27	$	16,995	$	9,198	$	26,220

(in thousands)	Preferred Stock		Common Stock		Additional Paid-in Capital		Retained Earnings		Total Equity
Balance at June 30, 2023	$	—	$	27	$	14,012	$	2,042	$	16,081
Net income		—		—		—		1,586		1,586
Adjustment to The LGL Group, Inc. transfer		—		—		—		—		—
Stock-based compensation expense		—		—		86		—		86
Exercise of stock options		—		—		—		—		—
Forfeiture of shares to pay taxes		—		—		—		—		—
Balance at September 30, 2023	$	—	$	27	$	14,098	$	3,628	$	17,753

See accompanying Notes to the Condensed Consolidated Financial Statements.

4

M-tron Industries, Inc.

Condensed Consolidated Statements of Equity

(Unaudited)

(in thousands)	Preferred Stock		Common Stock		Additional Paid-in Capital		Retained Earnings		Total Equity
Balance at December 31, 2023	$	—	$	27	$	16,167	$	3,701	$	19,895
Net income		—		—		—		5,497		5,497
Adjustment to The LGL Group, Inc. transfer		—		—		—		—		—
Stock-based compensation expense		—		—		485		—		485
Exercise of stock options		—		—		343		—		343
Forfeiture of shares to pay taxes		—		—		—		—		—
Balance at September 30, 2024	$	—	$	27	$	16,995	$	9,198	$	26,220

(in thousands)	Preferred Stock		Common Stock		Additional Paid-in Capital			Retained Earnings		Total Equity
Balance at December 31, 2022	$	—	$	27	$	14,102		$	212	$	14,341
Net income		—		—		—			3,416		3,416
Adjustment to The LGL Group, Inc. transfer		—		—		(219	)		—		(219	)
Stock-based compensation expense		—		—		297			—		297
Exercise of stock options		—		—		—			—		—
Forfeiture of shares to pay taxes		—		—		(82	)		—		(82	)
Balance at September 30, 2023	$	—	$	27	$	14,098		$	3,628	$	17,753

See accompanying Notes to the Condensed Consolidated Financial Statements.

5

M-tron Industries, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended September 30,
(in thousands, except share data)	2024			2023
Cash flows from operating activities:
Net income	$	5,497		$	3,416
Adjustments to reconcile net income to net cash provided by operating activities:
Noncash revenues, expenses, gains and losses included in income:
Depreciation		717			577
Amortization of finite-lived intangible assets		5			40
Stock-based compensation expense		485			297
Deferred income tax provision		(59	)		41
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable, net		(1,256	)		166
Increase in inventories, net		(669	)		(1,444	)
Decrease in prepaid expenses and other assets		36			258
Increase (decrease) in accounts payable, accrued compensation, income taxes and commissions and other		951			(1,078	)
Total adjustments		210			(1,143	)
Net cash provided by operating activities		5,707			2,273
Cash flows from investing activities:
Capital expenditures		(1,473	)		(565	)
Net cash used in investing activities		(1,473	)		(565	)
Cash flows from financing activities:
Forfeiture of shares to pay taxes		—			(82	)
Proceeds from stock option exercise		343			—
Net cash provided by (used in) financing activities		343			(82	)
Increase in cash and cash equivalents		4,577			1,626
Cash and cash equivalents at beginning of period		3,913			926
Cash and cash equivalents at end of period	$	8,490		$	2,552
Supplemental Disclosure:
Cash paid for interest	$	7		$	14
Cash paid for income taxes	$	1,296		$	1,032

See accompanying Notes to the Condensed Consolidated Financial Statements.

6

M-tron Industries, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

1.     Background and Description of Business

Originally founded in 1965, M-tron Industries, Inc. (the "Company," "MtronPTI," "we," "us," or "our") is engaged in the designing, manufacturing and marketing of highly engineered, high reliability frequency and spectrum control products used to control the frequency or timing of signals in electronic circuits in various applications. MtronPTI’s primary markets are defense, aerospace, space, and avionics.

Our component-level devices and modules are used extensively in electronic systems for applications in commercial and military defense, aerospace, satellites, down-hole drilling, medical devices, instrumentation, industrial devices and in infrastructure equipment for the telecommunications and network equipment industries. As an engineering-centric company, MtronPTI provides close support to the customer throughout its products' entire life cycle, including product design, prototyping, production and subsequent product upgrades and maintenance. This collaborative approach has resulted in the development and growth of long-standing business relationships with its blue-chip customer base.

The Company offers a complete line of both precision frequency control and spectrum control solutions including: radio frequency, microwave and millimeter wave filters; cavity, crystal, ceramic, lumped element and switched filters; high performance and high frequency oven-controlled crystal oscillators ("OCXO"), integrated phase-locked loops OCXOs, temperature-compensated crystal oscillators, voltage-controlled crystal oscillators, low jitter and harsh environment oscillators; crystal resonators, Integrated Microwave Assemblies ("IMA"); and state-of-the-art solid state power amplifier products. This uniquely positions MtronPTI to solve multiple problems on a customer's design and provides several areas for higher levels of integration.

The Company has manufacturing facilities in Orlando, Florida; Yankton, South Dakota; and Noida, India. The Company also has a sales office in Hong Kong. All of MtronPTI’s production facilities are International Organization for Standardization ("ISO") 9001:2015 certified (the international standard for creating a quality management system) and Restriction of Hazardous Substances ("RoHS") compliant. In addition, its U.S. production facilities in Orlando and Yankton are International Traffic in Arms Regulations ("ITAR") registered and International Aerospace Quality Group AS9100 Rev D certified and our Yankton production facility is Military Standard ("MIL-STD")-790 certified.

We maintain our executive offices at 2525 Shader Road, Orlando, Florida 32804. Our telephone number is (407) 298-2000. Our Internet address is www.mtronpti.com. Our common stock is traded on the NYSE American under the symbol "MPTI".

2.     Summary of Significant Accounting Policies

During the three and nine months ended September 30, 2024, there were no material changes to our significant accounting policies included in our Annual Report on Form 10-K for the year ended December 31, 2023 (the "2023 Annual Report") filed with the Securities and Exchange Commission (the "SEC") on March 25, 2024. For additional information, refer to Note B to the audited Consolidated and Combined Financial Statements in the 2023 Annual Report.

Basis of Presentation

These unaudited Condensed Consolidated Financial Statements do not include all disclosures that are normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") and should be read in conjunction with the audited Consolidated and Combined Financial Statements and the related notes included in the 2023 Annual Report. The consolidated financial information as of December 31, 2023 included herein has been derived from the audited Consolidated and Combined Financial Statements in the 2023 Annual Report.

In the opinion of management, these Condensed Consolidated Financial Statements contain all adjustments (consisting of normal recurring adjustments, including eliminations of material intercompany accounts and transactions) considered necessary for a fair statement of the results presented herein. Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2024.

Use of Estimates

The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

7

M-tron Industries, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

Research and Development Costs

Research and development costs are charged to operations as incurred. For the three and nine months ended September 30, 2024, research and development costs were approximately $714 and $2,029, respectively. For the three and nine months ended September 30, 2023, research and development costs were approximately $566 and $1,630. Such costs are included within Engineering, selling and administrative expenses on the Condensed Consolidated Statements of Operations.

Concentration Risks

For the three months ended September 30, 2024, the Company's largest and second largest customers accounted for $4,481, or 33.9%, and $2,582, or 19.5%, of the Company's Revenues, respectively. For the three months ended September 30, 2023, the Company's largest and second largest customers accounted for $3,738, or 34.3%, and $2,796, or 25.7%, of the Company’s Revenues, respectively.

For the nine months ended September 30, 2024, the Company's largest and second largest customers accounted for $13,808, or 38.1%, and $7,001, or 19.3%, of the Company's Revenues, respectively. For the nine months ended September 30, 2023, the Company's largest and second largest customers accounted for $8,795, or 28.9%, and $5,467, or 18.0%, of the Company's Revenues, respectively.

A significant portion of the Company's accounts receivable is concentrated with a relatively small number of customers. As of September 30, 2024, the Company's four largest customers accounted for approximately $4,268, or 68.6%, of gross accounts receivable. As of December 31, 2023, four of the Company's largest customers accounted for approximately $3,774, or 76.4%, of gross accounts receivable. The Company carefully evaluates the creditworthiness of its customers in deciding to extend credit. As a result, the Company has experienced very low historical bad debt expense and believes the related risk to be minimal.

Impairments of Long-Lived Assets

Long-lived assets, including intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Long-lived assets are grouped with other assets to the lowest level to which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. Management assesses the recoverability of the carrying cost of the assets based on a review of projected undiscounted cash flows. If an asset is held for sale, management reviews its estimated fair value less cost to sell. Fair value is determined using pertinent market information, including appraisals or broker's estimates, and/or projected discounted cash flows. In the event an impairment loss is identified, it is recognized based on the amount by which the carrying value exceeds the estimated fair value of the long-lived asset.

We performed an assessment to determine if there were any indicators of impairment as of September 30, 2024 and December 31, 2023. We concluded that, while there were events and circumstances in the macro-environment that did impact us, we did not experience any entity-specific indicators of asset impairment and no triggering events occurred.

Future Application of Accounting Standards

Segment Reporting

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, "Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures" ("ASU 2023-07"), to address improvements to reportable segment disclosures. The standard primarily requires the following disclosure on an annual and interim basis: (i) significant segment expenses that are regularly provided to chief operating decision maker ("CODM") and included within each reported measure of segment profit or loss; and (ii) other segment items and description of its composition. The standard also requires current annual disclosures about a reportable segment's profits or losses and assets to be disclosed in interim periods and the title and position of the CODM with an explanation of how the CODM uses the report measure(s) of segment profits or losses in assessing segment performance. The provisions of the standard are effective for public companies for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The standard is applied retrospectively to all prior periods presented. We are assessing the impact of this standard.

Income Taxes

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740) - Improvements to Income Tax Disclosures" ("ASU 2023-09"). The standard requires disaggregated information about a company's effective tax rate reconciliation as well as information on income taxes paid. The provisions of the standard are effective for public companies for fiscal years beginning after December 15, 2024, with early adoption permitted. This standard applies prospectively; however, retrospective application is permitted. We are assessing the impact of this standard.

8

M-tron Industries, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

3.     Related Party Transactions

In the normal course of business, the Company enters into various transactions with affiliated companies. Parties are considered to be related if one party has the ability to control or exercise significant influence over the other party in making financial or operating decisions.

The following tables summarize income and expenses from transactions with related parties for the three and nine months ended September 30, 2024 and 2023:

	Three Months Ended September 30,
	2024				2023
	Income		Expense		Income		Expense
GAMCO Investors, Inc.	$	64	$	—	$	—	$	—
The LGL Group, Inc.		12		27		12		—
Total	$	76	$	27	$	12	$	—

	Nine Months Ended September 30,
	2024				2023
	Income		Expense		Income		Expense
GAMCO Investors, Inc.	$	143	$	—	$	—	$	—
The LGL Group, Inc.		36		80		36		28
Total	$	179	$	80	$	36	$	28

The following table summarizes assets and liabilities with related parties as of September 30, 2024 and December 31, 2023:

	September 30, 2024				December 31, 2023
	Assets		Liabilities		Assets		Liabilities
GAMCO Investors, Inc.	$	6,658	$	—	$	2,765	$	—
The LGL Group, Inc.		34		—		—		—
Total	$	6,692	$	—	$	2,765	$	—

The material agreements whereby the Company generates revenues and expenses with affiliated entities are discussed below:

Investment Activity with GAMCO Investors, Inc.

Certain balances are held and invested in U.S. Treasury funds managed or advised by GAMCO Investors, Inc. or one of its subsidiaries (collectively, "GAMCO" or the "Fund Manager"), which is related to the Company through certain of our shareholders. For the three and nine months ended September 30, 2024, the Company paid the Fund Manager a fund management fee of approximately 8 basis points annually of the asset balances under management. For the three and nine months ended September 30, 2023, the Company did not pay the Fund Manager a fund management fee as no assets were under management. The fund management fees are not paid directly by the Company and are deducted prior to the fund striking its net asset value ("NAV").

As of September 30, 2024 and December 31, 2023, the balance with the Fund Manager was $6,658 and $2,765, respectively, all of which was classified within Cash and cash equivalents on the Condensed Consolidated Balance Sheets.

For the three and nine months ended September 30, 2024, the Company earned income on its investments with the Fund Manager totaling $64 and $143, respectively, all of which was included in Interest income on the Condensed Consolidated Statements of Operations.

For the three and nine months ended September 30, 2023, the Company did not earn any income on its investments with the Fund Manager.

Transactions with The LGL Group, Inc.

Transitional Administrative and Management Services Agreement

On October 7, 2022, the separation of the MtronPTI business from The LGL Group, Inc. ("LGL Group") was completed (the "Separation") and the Company became an independent, publicly traded company trading on the NYSE American under the stock symbol "MPTI." The Separation was completed through LGL Group's distribution (the "Distribution") of 100% of the shares of the Company's common stock to holders of LGL Group's common stock as of the close of business on September 30, 2022, the record date for the Distribution. 

9

M-tron Industries, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

MtronPTI and The LGL Group, Inc. ("LGL Group") entered into an Amended and Restated Transitional Administrative and Management Services Agreement ("MtronPTI TSA"), which sets out the terms for services to be provided between the two companies post Separation. The current terms result in a net monthly payment of $4 per month from LGL Group to MtronPTI.

For the three months ended September 30, 2024 and 2023, LGL Group paid the Company $12 under the terms of the MtronPTI TSA, which were recorded in Other income (expense), net on the Condensed Consolidated Statements of Operations. For the nine months ended September 30, 2024 and 2023, LGL Group paid the Company $36 under the terms of the MtronPTI TSA, which were recorded in Other income (expense), net on the Condensed Consolidated Statements of Operations.

Tax Indemnity and Sharing Agreement

MtronPTI and LGL Group entered into a Tax Indemnity and Sharing Agreement ("MtronPTI Tax Agreement"), which sets out the terms for which party would be responsible for taxes imposed on LGL Group if the Distribution, together with certain related transactions, were to fail to qualify as a tax-free transaction under Internal Revenue Code ("IRC") Sections 355 and 368(a)(1)(D) if such failure were the result of actions taken after the Distribution by MtronPTI or LGL Group.

For the three and nine months ended September 30, 2024 and 2023, no taxes related to the Distribution have been recorded in the Condensed Consolidated Financial Statements.

Other Transactions

MtronPTI and LGL Group agreed to share the salaries and benefits related to certain employees incurred by LGL Group. For the three and nine months ended September 30, 2024, the Company reimbursed LGL Group $27 and $80, respectively, of the salaries and benefits of certain employees, which represents 50% of those costs and were recorded in Engineering, selling and administrative on the Condensed Consolidated Statements of Operations.

4.     Income Taxes

The Company’s quarterly provision for income taxes is measured using an annual effective tax rate, adjusted for discrete items within the period presented. To determine the annual effective tax rate, the Company estimates both the total income (loss) before income taxes for the full year and the jurisdictions in which that income (loss) is subject to tax. The actual effective tax rate for the full year may differ from these estimates if income (loss) before income taxes is greater than or less than what was estimated or if the allocation of income (loss) to jurisdictions in which it is taxed is different from the estimated allocations.

The effective tax rate for the three months ended September 30, 2024 and 2023 was 24.6% and 22.5%, respectively. The effective tax rate for the nine months ended September 30, 2024 and 2023 was 21.7% and 21.4%, respectively. Differences between the Company’s effective income tax rate and the U.S. federal statutory rate of 21.0% are primarily due to the impact of research and development credits, permanent differences, and state taxes.

5.     Revolving Credit Agreement

On June 15, 2022, MtronPTI entered into a loan agreement (the "Loan Agreement") for a revolving line of credit with Fifth Third Bank, National Association ("Fifth Third Bank"), for up to $5,000 bearing interest at the Secured Overnight Financing Rate ("SOFR") plus a margin of 2.25%, with a SOFR floor of 0.00%. The Loan Agreement has a maturity date of June 15, 2025 and contains various affirmative and negative covenants that are customary for lines of credit and transactions of this type, including limitations on the incurrence of debt and liabilities, as well as financial reporting requirements. The Loan Agreement also imposes certain financial covenants based on Debt Service Coverage Ratio, Current Ratio, and the Ratio of Total Liabilities to Total Net Worth (as such terms are defined in the Loan Agreement). All loans pursuant to the Loan Agreement will be secured by a continuing and unconditional first priority security interest in and to any and all property of the Company.

As of September 30, 2024 and December 31, 2023, there were no outstanding borrowings under the revolving line of credit with Fifth Third Bank.

10

M-tron Industries, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

6.     Stockholders' Equity

Shares Outstanding

The following table presents a rollforward of outstanding shares for the periods indicated:

	Nine Months Ended September 30, 2024						Year Ended December 31, 2023
	Common Stock Issued		Held in Treasury		Common Stock Outstanding		Common Stock Issued			Held in Treasury		Common Stock Outstanding
Shares, beginning of period		2,786,321		—		2,786,321		2,725,670			—		2,725,670
Stock-based compensation		12,548		—		12,548		69,597			—		69,597
Exercise of stock options		15,710		—		15,710		—			—		—
Shares withheld for income taxes		—		—		—		(8,946	)		—		(8,946	)
Shares, end of period		2,814,579		—		2,814,579		2,786,321			—		2,786,321

7.     Earnings per Share ("EPS")

The following table presents a reconciliation of Net income and shares used in calculating basic and diluted net income per common share for the periods indicated:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except share data)	2024		2023		2024		2023
Numerator for EPS:
Net income	$	2,267	$	1,586	$	5,497	$	3,416
Denominator for EPS:
Weighted average shares outstanding - basic		2,751,924		2,703,840		2,729,803		2,693,400
Dilutive effects (a):
Stock options		—		9,710		71		9,710
Restricted stock		48,896		46,230		58,172		36,709
Weighted average shares outstanding - diluted		2,800,820		2,759,780		2,788,046		2,739,819
Income per common share:
Basic	$	0.82	$	0.59	$	2.01	$	1.27
Diluted	$	0.81	$	0.57	$	1.97	$	1.25

^(a) For the three and nine months ended September 30, 2024, weighted average shares used for calculating earnings per share excludes stock options to purchase 180,753 and 182,077 common shares, respectively, because the effect of including those common shares in the calculation would have been anti-dilutive.

8.     Commitments and Contingencies

In the ordinary course of business, the Company and its subsidiaries may become defendants in certain product liability, patent infringement, worker claims and other litigation. The Company records a liability when it is probable that a loss has been incurred and the amount is reasonably estimable. The Company has no legal accrual for contingencies as of September 30, 2024 and December 31, 2023.

9.     Other Financial Statement Information

Inventories, Net

Inventories are valued at the lower of cost or net realizable value using the first-in, first-out ("FIFO") method. The Company reduces the value of its inventories to net realizable value when the net realizable value is believed to be less than the cost of the item.

The components of inventory as of September 30, 2024 and December 31, 2023 are summarized below:

	September 30, 2024			December 31, 2023
Raw materials	$	4,574		$	4,368
Work in process		4,737			4,150
Finished goods		1,701			1,634
Total gross inventory		11,012			10,152
Reserve for excess and obsolete inventory		(1,459	)		(1,268	)
Inventories, net	$	9,553		$	8,884

11

M-tron Industries, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in thousands, unless otherwise stated)

Property, Plant and Equipment, Net

The components of property, plant and equipment as of September 30, 2024 and December 31, 2023 are summarized below:

	September 30, 2024			December 31, 2023
Land	$	536		$	536
Buildings and improvements		5,321			5,216
Machinery and equipment		21,414			20,046
Gross property, plant and equipment		27,271			25,798
Less: Accumulated depreciation		(22,384	)		(21,667	)
Property, plant and equipment, net	$	4,887		$	4,131

Intangible Assets, Net

The components of intangible assets as of September 30, 2024 and December 31, 2023 are summarized below:

	September 30, 2024			December 31, 2023
Intellectual property	$	1,226		$	1,226
Goodwill		40			40
Gross intangible assets		1,266			1,266
Less: Accumulated amortization		(1,226	)		(1,221	)
Intangible assets, net	$	40		$	45

10.     Domestic and Foreign Revenues

Significant foreign revenues from operations (10% or more of foreign sales) for the three and nine months ended September 30, 2024 and 2023 were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Malaysia	$	1,533	$	1,039	$	3,841	$	4,199
Australia		528		336		1,947		929
Greece		606		—		994		408
Hungary		—		—		—		496
All other foreign countries		642		628		1,980		2,210
Total foreign revenues	$	3,309	$	2,003	$	8,762	$	8,242
Total domestic revenues	$	9,905	$	8,885	$	27,445	$	22,153

The Company allocates its foreign revenue based on the customer's ship-to location.

11.     Subsequent Events

The Company has evaluated events and transactions that occurred after the balance sheet date through the date that the consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

12

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the accompanying unaudited Condensed Consolidated Financial Statements, the notes thereto and the other unaudited financial data included in this Quarterly Report on Form 10-Q. The following discussion should also be read in conjunction with the audited Consolidated and Combined Financial Statements and the notes thereto, and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (the "SEC") on March 25, 2024. The terms the "Company," "MtronPTI," "MPTI," "we," "our" or "us" refer to M-tron Industries, Inc. and unless otherwise defined herein, capitalized terms used herein shall have the same meanings as set forth in our Condensed Consolidated Financial Statements and the notes thereto.

Unless otherwise stated, all dollar amounts are in thousands.

In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Actual results may differ materially from those discussed in the forward-looking statements as a result of various factors. See the Cautionary Note Concerning Forward-Looking Statements included in this Quarterly Report on Form 10-Q.

Overview

MtronPTI is engaged in the designing, manufacturing and marketing of highly-engineered, high reliability frequency and spectrum control products used to control the frequency or timing of signals in electronic circuits in various applications. MtronPTI’s primary markets are defense, aerospace, space, and avionics.

The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Company and all of its majority-owned subsidiaries.

Trends and Uncertainties

We are not aware of any material trends or uncertainties, other than national economic conditions affecting our industry generally, that may reasonably be expected to have a material impact, favorable or unfavorable, on our revenues or income other than the risk factors disclosed in our Annual Report on Form 10-K, as filed with the SEC on March 25, 2024.

13

Results of Operations

Three months ended September 30, 2024 compared to three months ended September 30, 2023

The following table presents our Condensed Consolidated Statements of Operations for the periods indicated:

	Three Months Ended September 30,
(in thousands)	2024		2023		$ Change		% Change
Revenues	$	13,214	$	10,888	$	2,326		21.4	%
Costs and expenses:
Manufacturing cost of sales		6,904		6,230		674		10.8	%
Engineering, selling and administrative		3,389		2,625		764		29.1	%
Total costs and expenses		10,293		8,855		1,438		16.2	%
Operating income		2,921		2,033		888		43.7	%
Other income:
Interest income, net		63		1		62		6,200.0	%
Other income, net		24		12		12		100.0	%
Total other income, net		87		13		74		569.2	%
Income before income taxes		3,008		2,046		962		47.0	%
Income tax expense		741		460		281		61.1	%
Net income	$	2,267	$	1,586	$	681		42.9	%

Total Revenues

Total revenues increased $2,326, or 21.4%, from $10,888 for the three months ended September 30, 2023 to $13,214 for the three months ended September 30, 2024 primarily due to continued strong defense program product and solution shipments.

Total Costs and Expenses

Total costs and expenses increased $1,438, or 16.2%, from $8,855 for the three months ended September 30, 2023 to $10,293 for the three months ended September 30, 2024. The following items contributed to the overall increase:

• a $674, or 10.8%, increase in Manufacturing cost of sales from $6,230 for the three months ended September 30, 2023 to $6,904 for the three months ended September 30, 2024 driven by sales of higher margin products; and

• a $764, or 29.1%, increase in Engineering, selling and administrative from $2,625 for the three months ended September 30, 2023 to $3,389 for the three months ended September 30, 2024 driven by increased investment in research and development, which should lead to additional product design wins in the future, resulting in additional revenue; increased sales commissions and bonus accruals consistent with the increase in revenues; and an increase in administrative and corporate expenses consistent with the overall growth in the business.

Gross Margin

Gross margin (Revenues less Manufacturing cost of sales as a percentage of Revenues) increased 500 basis points from 42.8% for the three months ended September 30, 2023 to 47.8% for the three months ended September 30, 2024 reflecting higher revenues, improved production efficiencies, and a higher margin product mix.

Total Other Income (Expense), Net

Total Other income (expense), net increased $74, or 569.2%, from $13 for the three months ended September 30, 2023 to $87 for the three months ended September 30, 2024. The increase was primarily due to a $62, or 6,200.0%, increase in Interest income (expense), net from $1 for the three months ended September 30, 2023 to $63 for the three months ended September 30, 2024 from higher interest income earned on investments in money market mutual funds.

Income Tax Expense

Income tax expense increased $281, or 61.1%, from $460 for the three months ended September 30, 2023 to $741 for the three months ended September 30, 2024 primarily due to the increase in Income before income taxes driven by the increase in revenues discussed above.

14

Nine Months ended September 30, 2024 compared to nine months ended September 30, 2023

The following table presents our Condensed Consolidated Statements of Operations for the periods indicated:

	Nine Months Ended September 30,
(in thousands)	2024		2023			$ Change		% Change
Revenues	$	36,207	$	30,395		$	5,812		19.1	%
Costs and expenses:
Manufacturing cost of sales		19,617		18,322			1,295		7.1	%
Engineering, selling and administrative		9,773		7,714			2,059		26.7	%
Total costs and expenses		29,390		26,036			3,354		12.9	%
Operating income		6,817		4,359			2,458		56.4	%
Other income (expense):
Interest income (expense), net		139		(6	)		145		2,416.7	%
Other income (expense), net		61		(6	)		67		1,116.7	%
Total other income (expense), net		200		(12	)		212		1,766.7	%
Income before income taxes		7,017		4,347			2,670		61.4	%
Income tax expense		1,520		931			589		63.3	%
Net income	$	5,497	$	3,416		$	2,081		60.9	%

Total Revenues

Total revenues increased $5,812, or 19.1%, from $30,395 for the nine months ended September 30, 2023 to $36,207 for the nine months ended September 30, 2024 primarily due to continued strong defense program product and solution shipments.

Total Costs and Expenses

Total costs and expenses increased $3,354, or 12.9%, from $26,036 for the nine months ended September 30, 2023 to $29,390 for the nine months ended September 30, 2024. The following items contributed to the overall increase:

• a $1,295, or 7.1% , increase in Manufacturing cost of sales from $18,322 for the nine months ended September 30, 2023 to $19,617 for the nine months ended September 30, 2024 driven by sales of higher margin products; and

• a $2,059, or 26.7%, increase in Engineering, selling and administrative from $7,714 for the nine months ended September 30, 2023 to $9,773 for the nine months ended September 30, 2024 primarily due to higher research and development investment and an increase in administrative and corporate expenses to support the growth in revenues.

Gross Margin

Gross margin (Revenues less Manufacturing cost of sales as a percentage of Revenues) increased 610 basis points from 39.7% for the nine months ended September 30, 2023 to 45.8% for the nine months ended September 30, 2024 reflecting higher revenues, improved production efficiencies, and a higher margin product mix.

Total Other Income (Expense), Net

Total Other income (expense), net increased $212, or 1,766.7%, from ($12) for the nine months ended September 30, 2023 to $200 for the nine months ended September 30, 2024. The following items contributed to the overall increase:

• a $145, or 2,416.7%, increase in Interest income (expense), net from ($6) for the nine months ended September 30, 2023 to $139 for the nine months ended September 30, 2024 primarily due to interest income earned on investments in money market mutual funds; and

• a $67, or 1,116.7%, increase in Other income (expense), net from ($6) for the nine months ended September 30, 2023 to $61 for the nine months ended September 30, 2024 primarily due to favorable currency movements.

Income Tax Expense

Income tax expense increased $589, or 63.3%, from $931 for the nine months ended September 30, 2023 to $1,520 for the nine months ended September 30, 2024 primarily due to the increase in Income before income taxes driven by the increase in revenues discussed above.

Backlog

As of September 30, 2024, our order backlog was $39,763, a decrease of $8,068, or 16.9%, from $47,831 as of December 31, 2023 and a decrease of $10,517, or 20.9%, from $50,280 as of September 30, 2023. The decrease in backlog from December 31, 2023 reflects the continued strategy and focus on securing large, long duration program centric business, which can materially affect backlog due to the timing and size of these orders.

15

Non-GAAP Financial Measures

To supplement our Condensed Consolidated Financial Statements presented on a GAAP basis, the Company presents its financial condition and results of operations in the way it believes will be most meaningful and representative of its business results. Some of the measurements the Company uses are "Non-GAAP financial measures" under SEC rules and regulations. The non-GAAP financial measures the Company presents are listed below and may not be comparable to similarly-named measures reported by other companies. The presentation of this additional information is not meant to be considered in isolation or as a substitute for net earnings or diluted earnings per share prepared in accordance with GAAP.

The Company uses the following operating performance measure because the Company believes it provides both management and investors with a more complete understanding of the underlying operational results and trends and our marketplace performance as well as a more accurate view of the Company's ability to generate cash profits:

Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization ("EBITDA") is derived by excluding the items set forth below from Income before income taxes. Excluded items include the following:

• Interest income

• Interest expense

• Depreciation

• Amortization

• Non-cash stock-based compensation

• Other discrete items that might have a significant impact on comparable GAAP measures and could distort the evaluation of our normal operating performance.

Reconciliation of GAAP Income Before Income Taxes to Non-GAAP Adjusted EBITDA

The following table presents a reconciliation of income before income taxes to Adjusted EBITDA, a non-GAAP measure:

	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands, except share data)	2024			2023			2024			2023
Income before income taxes	$	3,008		$	2,046		$	7,017		$	4,347
Adjustments:
Interest expense (income)		(63	)		(1	)		(139	)		6
Depreciation		278			192			717			577
Amortization		—			13			5			40
Total adjustments		215			204			583			623
EBITDA		3,223			2,250			7,600			4,970
Non-cash stock compensation		77			86			485			297
Excess Spin-off costs		—			—			—			28
Adjusted EBITDA	$	3,300		$	2,336		$	8,085		$	5,295
Adjusted EBITDA per common share:
Basic	$	1.20		$	0.86		$	2.96		$	1.97
Diluted	$	1.18		$	0.85		$	2.90		$	1.93
Weighted average shares outstanding:
Basic		2,751,924			2,703,840			2,729,803			2,693,400
Diluted		2,800,820			2,759,780			2,788,046			2,739,819

Three months ended September 30, 2024 compared to three months ended September 30, 2023

Adjusted EBITDA increased $964 from $2,336 for the three months ended September 30, 2023 to $3,300 for the three months ended September 30, 2024 primarily due to improved gross margins and continued containment of operating expenses, resulting in higher income before taxes; higher depreciation; and higher stock-based compensation partially offset by higher interest income.

Nine months ended September 30, 2024 compared to nine months ended September 30, 2023

Adjusted EBITDA increased $2,790 from $5,295 for the nine months ended September 30, 2023 to $8,085 for the nine months ended September 30, 2024 primarily due to higher gross margins and continued containment of operating expenses, resulting in higher income before taxes; higher depreciation; and higher stock-based compensation partially offset by higher interest income.

16

Liquidity and Capital Resources

Overview

Liquidity refers to our ability to access sufficient sources of cash to meet the requirements of our operating, investing and financing activities.

Capital refers to our long-term financial resources available to support business operations and future growth.

Our ability to generate and maintain sufficient liquidity and capital depends on the profitability of the business, timing of cash flows, general economic conditions and access to the capital markets and the other sources of liquidity and capital described herein.

As of September 30, 2024 and December 31, 2023, Cash and cash equivalents were $8,490 and $3,913, respectively.

Cash Flow Activity

The following table presents the cash flow activity for the periods indicated:

	As of September 30,
(in thousands)	2024			2023
Cash and cash equivalents, beginning of period	$	3,913		$	926
Cash provided by operating activities		5,707			2,273
Cash used in investing activities		(1,473	)		(565	)
Cash provided by financing activities		343			(82	)
Net change in cash and cash equivalents		4,577			1,626
Cash and cash equivalents, end of period	$	8,490		$	2,552

Operating Activities

Cash provided by operating activities was $5,707 for the nine months ended September 30, 2024 compared to cash provided by operating activities of $2,273 for the nine months ended September 30, 2023, an increase of $3,434, primarily due to the following:

• Net income increased $2,081 from $3,416 for the nine months ended September 30, 2023 to $5,497 for the nine months ended September 30, 2024;

• Depreciation increased $140 from $577 for the nine months ended September 30, 2023 to $717 for the nine months ended September 30, 2024;

• Stock-based compensation increased $188 from $297 for the nine months ended September 30, 2023 to $485 for the nine months ended September 30, 2024; and

• Net change in operating assets and liabilities increased $1,160 from ($2,098) for the nine months ended September 30, 2023 to ($938) for the nine months ended September 30, 2024.

Our working capital metrics and ratios were as follows:

(in thousands)	September 30, 2024		December 31, 2023
Current assets	$	24,656	$	18,187
Less: Current liabilities		5,287		4,384
Working capital	$	19,369	$	13,803
Current ratio		4.7		4.1

Management continues to focus on efficiently managing working capital requirements to match operating activity levels and will seek to deploy the Company’s working capital where it will generate the greatest returns.

Investing Activities

Cash used in investing activities was $1,473 for the nine months ended September 30, 2024 compared to cash used in investing activities of $565 for the nine months ended September 30, 2023, an increase of $908, primarily due to the purchase of equipment to support growth, next generation product development, and operational efficiencies during the nine months ended September 30, 2024. 

Financing Activities

Cash provided by financing activities was $343 for the nine months ended September 30, 2024 compared to cash used in financing activities of $82 for the nine months ended September 30, 2023, an increase of $425, primarily due to the exercise of stock options.

17

Capital Resources

We believe that existing cash and cash equivalents, marketable securities and cash generated from operations will provide sufficient liquidity to meet our ongoing working capital and capital expenditure requirements for the next 12 months from the date of this filing. At various times throughout the year and as of September 30, 2024 and December 31, 2023, some deposits held at financial institutions were in excess of federally insured limits. The Company has not experienced any losses related to these balances.

Our Board of Directors has adhered to a practice of not paying cash dividends. This policy takes into account our long-term growth objectives, including our anticipated investments for organic growth, potential acquisitions and stockholders' desire for capital appreciation of their holdings.

Revolving Line of Credit

On June 15, 2022, the Company entered into a loan agreement (the “Loan Agreement”) for a revolving line of credit with Fifth Third Bank, National Association ("Fifth Third Bank"), for up to $5,000 bearing interest at the Secured Overnight Financing Rate ("SOFR") plus a margin of 2.25%, with a SOFR floor of 0.00%. The Loan Agreement has a maturity date of June 15, 2025 and contains various affirmative and negative covenants that are customary for lines of credit and transactions of this type, including limitations on the incurrence of debt and liabilities, as well as financial reporting requirements. The Loan Agreement also imposes certain financial covenants based on Debt Service Coverage Ratio, Current Ratio, and the Ratio of Total Liabilities to Total Net Worth (as such terms are defined in the Loan Agreement). All loans pursuant to the Loan Agreement are secured by a continuing and unconditional first priority security interest in and to any and all property of the Company.

As of September 30, 2024 and December 31, 2023, there were no outstanding borrowings under the revolving line of credit with Fifth Third Bank.

Critical Accounting Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to adopt accounting policies related to estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period, as well as the related disclosure of contingent assets and liabilities at the date of the financial statements. On an ongoing basis, management evaluates its accounting policies, estimates and judgments, including those related to income taxes and inventories. Management bases its estimates and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

There have been no material changes to the critical accounting estimates disclosed in our Annual Report on Form 10-K, as filed with the SEC on March 25, 2024.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the rules and forms, and that such information is accumulated and communicated to us, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, an evaluation as of September 30, 2024 was conducted under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures, as of September 30, 2024, were effective.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

18

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

In the ordinary course of business, we may become subject to litigation or claims. We are not aware of any material pending legal proceedings, other than ordinary routine litigation incidental to our business, to which we or any of our subsidiaries are a party or to which our or their properties are subject.

Item 5. Other Information

During the three months ended September 30, 2024, none of our directors or officers, as defined in Section 16 of the Exchange Act, adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K of the Exchange Act.

Item 6. Exhibits

The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024 (and are numbered in accordance with Item 601 of Regulation S-K):

Exhibit No.	Description
2.1	Amended and Restated Separation and Distribution Agreement by and between The LGL Group, Inc. and M-tron Industries, Inc. (incorporated by reference to Exhibit 2.1 to Amendment No. 4 to the Company’s Registration Statement on Form 10 filed with the SEC on August 19, 2022)
3.1	Amended and Restated Certificate of Incorporation of M-tron Industries, Inc. (incorporated by reference to Exhibit 3.1 to Amendment No. 3 to the Company’s Registration Statement on Form 10 filed with the SEC on August 3, 2022)
3.2	Amended and Restated Bylaws of M-tron Industries, Inc. (incorporated by reference to Exhibit 3.2 to Amendment No. 3 to the Company’s Registration Statement on Form 10 filed with the SEC on August 3, 2022)
4.1	Amended and Restated 2022 Incentive Plan of M-tron Industries, Inc. (incorporated by reference to Exhibit 4.1 to Amendment No. 4 to the Company’s Registration Statement on Form 10 filed with the SEC on August 19, 2022)
31.1*	Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*	The cover page for the Company’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101

* Filed herewith

** In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

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SIGNATURES

Pursuant to the requirements 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.

	M-TRON INDUSTRIES, INC.
	(Registrant)
Date:          November 13, 2024	By:	/s/ Michael J. Ferrantino, Jr.
		Michael J. Ferrantino, Jr.
		Chief Executive Officer (Principal Executive Officer)
Date:          November 13, 2024	By:	/s/ Cameron Pforr
		Cameron Pforr
		Chief Financial Officer (Principal Financial Officer)

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