8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 7, 2024

M-TRON INDUSTRIES, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-41391	46-0457994
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2525 Shader Road, Orlando, FL	32804
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (407) 298-2000

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☑

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

Item 2.02. Results of Operations and Financial Condition

On May 7, 2024, M-tron Industries, Inc. reported its financial results for the three months ended March 31, 2024. A copy of the press release containing this information is furnished as Exhibit 99.1 hereto and is incorporated by reference in this Item 2.02.

As previously announced, MtronPTI will host an Investor Day on Wednesday May 8, 2024 at 10:00am ET at the New York Stock Exchange to provide shareholders, analysts and other stakeholders with an in-depth look into MtronPTI’s strategic direction, financial performance, and operational highlights.

The live presentation can be accessed using meeting information below or via MtronPTI's investor relations website at https://ir.mtronpti.com under Events and Presentations.

Link to Meeting: https://us06web.zoom.us/j/89452383127?pwd=EJoIUqevYjlVMPuxFn4U1uFBbQ6RUz.1

Meeting ID: 894 5238 3127

Passcode: 800589

Item 7.01. Regulation FD Disclosure

On May 7, 2024, MtronPTI made available a slide presentation that will accompany the Investor Day presentation described above in Item 2.02. These slides are available on MtronPTI's investor relations website at https://ir.mtronpti.com.

A copy of the presentation is attached hereto as Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits

(d)         Exhibits

Exhibit No.	Description
99.1	Press Release dated May 7, 2024
99.2	M-tron Industries, Inc. Investor Presentation
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

May 7, 2024	M-TRON INDUSTRIES, INC.
	By:	/s/ Linda M. Biles
		Name:	Linda M. Biles
		Title:	Executive Vice President - Finance

EX-99.1

Exhibit 99.1

M-tron Industries, Inc. Reports First Quarter 2024 Results and Reminds Stakeholders of Investor Day

• Revenues increased $1,818,000 to $11,185,000 for the three months ended March 31, 2024 from $9,367,000 for the three months ended March 31, 2023

• Gross margin increased 861 basis points to 42.7% for the three months ended March 31, 2024 from 34.1% for the three months ended March 31, 2023

• Net income per diluted share increased $0.33 to $0.53 for the three months ended March 31, 2024 from $0.20 for the three months ended March 31, 2023

• Backlog was $46,130,000 as of  March 31, 2024, a decrease of $1,701,000 from $47,831,000 as of December 31, 2023 and an increase of $592,000 from $45,538,000 as of March 31, 2023

• Adjusted EBITDA, a non-GAAP measure, increased $1,234,000 to $2,262,000 for the three months ended March 31, 2024 from $1,028,000 for the three months ended March 31, 2023

ORLANDO, Florida (May 7, 2024) — M-tron Industries, Inc. (NYSE American: MPTI) (the “Company” or “MtronPTI”) announced its financial results for the three months ended March 31, 2024.

Michael Ferrantino, MtronPTI’s Chief Executive Officer, stated, "MtronPTI's team executed exceptionally well on all fronts, delivering the highest quarterly revenues in 15+ years. We continue to execute on our operational goals and product roadmap to deliver greater value to our shareholders."

MtronPTI will host an Investor Day on Wednesday May 8, 2024 at 10:00am ET at the New York Stock Exchange to provide shareholders, analysts and other stakeholders with an in-depth look into MtronPTI's strategic direction, financial performance, and operational highlights. The event will include presentations by key members of MtronPTI’s executive leadership team, as well as opportunities for Q&A sessions.

The live presentation can be accessed via the link and information below or via MtronPTI's investor relations website at https://ir.mtronpti.com under Events and Presentations.

Link to Meeting: https://us06web.zoom.us/j/89452383127?pwd=EJoIUqevYjlVMPuxFn4U1uFBbQ6RUz.1

Meeting ID: 894 5238 3127

Passcode: 800589

The webcast and presentation materials will be archived and available for replay. 

Results from Operations

First quarter 2024 Net income was $1,486,000, or $0.53 per diluted share, compared with $553,000, or $0.20 per diluted share, in the first quarter of 2023. The increase was primarily due to higher sales related to strong defense product shipments partially offset by higher Manufacturing cost of sales consistent with the growth in revenues as well as higher Engineering, selling and administrative expenses related to higher research and development costs, higher sales commissions from an increase in revenues, and an increase in corporate expenses consistent with the overall growth in the business.

First quarter 2024 Adjusted EBITDA was $2,262,000, or $0.81 per diluted share, compared with $1,028,000, or $0.38 per diluted share, in the first quarter of 2023. The increase was primarily due to higher interest income, depreciation, and stock-based compensation.

First quarter 2024 Gross margin was 42.7% compared with 34.1% in the first quarter of 2023. The increase is primarily due to higher revenues and change in product mix to higher margin products.

Backlog was $46,130,000 as of March 31, 2024 compared to $47,831,000 as of December 31, 2023 and $45,538,000 as of March 31, 2023. The decrease in Backlog reflects an increase in revenue and timing of certain orders.

M-tron Industries, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended March 31,
(in thousands, except share data)	2024		2023
Revenues	$	11,185	$	9,367
Costs and expenses:
Manufacturing cost of sales		6,406		6,171
Engineering, selling and administrative		2,990		2,435
Total costs and expenses		9,396		8,606
Operating income		1,789		761
Other income (expense):
Interest income (expense), net		32		(2	)
Other income (expense), net		42		(40	)
Total other income (expense), net		74		(42	)
Income before income taxes		1,863		719
Income tax expense		377		166
Net income	$	1,486	$	553
Income per common share:
Basic	$	0.55	$	0.21
Diluted	$	0.53	$	0.20
Weighted average shares outstanding:
Basic		2,716,202		2,678,434
Diluted		2,784,960		2,701,418

M-tron Industries, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands, except share data)	March 31, 2024		December 31, 2023
Assets:
Current assets:
Cash and cash equivalents	$	5,414	$	3,913
Accounts receivable, net of reserves of $147, and $141, respectively		5,594		4,802
Inventories, net		9,161		8,884
Prepaid expenses and other current assets		554		588
Total current assets		20,723		18,187
Property, plant and equipment, net		4,034		4,131
Right-of-use lease asset		81		97
Intangible assets, net		40		45
Deferred income tax asset		1,896		1,835
Other assets		8		10
Total assets	$	26,782	$	24,305
Liabilities:
Total current liabilities		5,057		4,384
Non-current liabilities		10		26
Total liabilities		5,067		4,410
Total stockholders' equity		21,715		19,895
Total liabilities and stockholders' equity	$	26,782	$	24,305

Non-GAAP Financial Measures

Throughout this press release, including the results from operations, 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 reconciliations of such measures to the most comparable GAAP measures in accordance with Regulation G are included within the relevant tables attached to this press release. 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

Adjusted 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

	Three Months Ended March 31,
(in thousands, except share data)	2024			2023
Income before income taxes	$	1,863		$	719
Adjustments:
Interest expense (income)		(32	)		2
Depreciation		219			195
Amortization		5			13
Total adjustments		192			210
EBITDA		2,055			929
Non-cash stock compensation		207			71
Excess Spin-off costs		—			28
Adjusted EBITDA	$	2,262		$	1,028
Adjusted EBITDA per common share:
Basic	$	0.83		$	0.38
Diluted	$	0.81		$	0.38
Weighted average shares outstanding:
Basic		2,716,202			2,678,434
Diluted		2,784,960			2,701,418

About MtronPTI

M-tron Industries, Inc. trades publicly on the NYSE American under the symbol MPTI. Originally founded in 1965, MtronPTI designs, manufactures and markets highly engineered, high reliability frequency and spectrum control products and solutions. As an engineering-centric company, MtronPTI provides close support to its customers throughout our products’ entire life cycle, including product design, prototyping, production and subsequent product upgrades. MtronPTI has design and manufacturing facilities in Orlando, Florida and Yankton, South Dakota, a sales office in Hong Kong, and a manufacturing facility in Noida, India.

Cautionary Note Concerning Forward Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, such as those pertaining to the uncertain financial impact of COVID-19 and the Company’s financial condition, results of operations, business strategy and financial needs. All statements other than statements of current or historical fact contained in this press release are forward-looking statements. The words “believe,” “expect,” “anticipate,” “should,” “plan,” “will,” “may,” “could,” “intend,” “estimate,” “predict,” “potential,” “continue” or the negative of these terms and similar expressions, as they relate to MtronPTI, are intended to identify forward-looking statements.

These forward-looking statements are largely based on current expectations and projections about future events and financial trends that may affect the financial condition, results of operations, business strategy and financial needs of the Company. They can be affected by inaccurate assumptions, including the risks, uncertainties and assumptions described in the filings made by MtronPTI with the Securities and Exchange Commission, including those risks set forth under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K as filed with the SEC on March 30, 2023. In light of these risks, uncertainties and assumptions, the forward-looking statements in this press release may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. When you consider these forward-looking statements, you should keep in mind these risk factors and other cautionary statements in this press release.

These forward-looking statements speak only as of the date of this press release. MtronPTI undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

For further information, please contact:

M-tron Industries, Inc. Investor Relations:

Linda M. Biles

ir@mtronpti.com

EX-99.2

Exhibit 99.2

XML

Document And Entity Information	May 07, 2024
Document Information [Line Items]
Entity, Registrant Name	M-TRON INDUSTRIES, INC.
Document, Type	8-K
Document, Period End Date	May 07, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-41391
Entity, Tax Identification Number	46-0457994
Entity, Address, Address Line One	2525 Shader Road
Entity, Address, City or Town	Orlando
Entity, Address, State or Province	FL
Entity, Address, Postal Zip Code	32804
City Area Code	407
Local Phone Number	298-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	MPTI
Security Exchange Name	NYSE
Entity, Emerging Growth Company	true
Entity, Ex Transition Period	false
Amendment Flag	false
Entity, Central Index Key	0001902314