mpti20250630

mpti20250630_10q.htm

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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 June 30, 2025

☐ 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
Warrants to Purchase Shares of Common Stock, Expiring on or before April 25, 2028	MPTI WS	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 July 31, 2025, the registrant had 2,923,905 shares of common stock, $0.01 par value per share, outstanding.

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M-tron Industries, Inc.

Form 10-Q for the Period Ended June 30, 2025

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					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.	Segment Information	9
			4.	Related Party Transactions	10
			5.	Income Taxes	11
			6.	Revolving Credit Agreement	12
			7.	Stock-Based Compensation	12
			8.	Stockholders' Equity	13
			9.	Earnings per Share ("EPS")	13
			10.	Commitments and Contingencies	13
			11.	Other Financial Statement Information	14
			12.	Domestic and Foreign Revenues	14
			13.	Subsequent Events	14

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations				15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk				20
Item 4.	Controls and Procedures				20

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings				21
Item 5.	Other Information				21
Item 6.	Exhibits				21

	Signatures

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Cautionary Note Concerning Forward-Looking Statements

Certain statements contained in this Quarterly Report on Form 10-Q of M-tron Industries, Inc. ("Mtron" 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 27, 2025. 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.

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PART I

FINANCIAL INFORMATION

Item 1.

Financial Statements

M-tron Industries, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

	*Three Months Ended June 30,*					*Six Months Ended June 30,*
(in thousands, except share data)	*2025*		*2024*			*2025*		*2024*
Revenues	$	13,282	$	11,808		$	26,014	$	22,993
Costs and expenses:
Manufacturing cost of sales		7,490		6,307			14,816		12,713
Engineering, selling and administrative		3,948		3,394			7,341		6,384
Total costs and expenses		11,438		9,701			22,157		19,097
Operating income		1,844		2,107			3,857		3,896
Other income (expense):
Interest income, net		124		44			235		76
Other income (expense), net		27		(5	)		17		37
Total other income, net		151		39			252		113
Income before income taxes		1,995		2,146			4,109		4,009
Income tax expense		435		402			919		779
Net income	$	1,560	$	1,744		$	3,190	$	3,230

Income per common share:
Basic	$	0.55	$	0.64		$	1.12	$	1.19
Diluted	$	0.53	$	0.63		$	1.09	$	1.16

Weighted average shares outstanding:
Basic		2,853,383		2,728,599			2,848,419		2,723,293
Diluted		2,934,594		2,779,802			2,931,053		2,783,739

See accompanying Notes to the Condensed Consolidated Financial Statements.

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M-tron Industries, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands, except share data)	*June 30, 2025*		*December 31, 2024*
Assets:
Current assets:
Cash and cash equivalents	$	15,529	$	12,641
Accounts receivable, net of reserves of $218 and $182, respectively		6,261		6,842
Inventories, net		9,116		9,509
Prepaid expenses and other current assets		874		760
Total current assets		31,780		29,752
Property, plant and equipment, net		5,939		5,061
Right-of-use lease asset		242		9
Intangible assets, net		40		40
Deferred income tax asset		1,691		1,623
Other assets		—		3
Total assets	$	39,692	$	36,488

Liabilities:
Current liabilities:
Accounts payable	$	1,536	$	1,423
Accrued compensation and commissions		2,273		3,235
Other accrued expenses		880		500
Income taxes payable		—		58
Total current liabilities		4,689		5,216
Long-term lease liability		190		—
Total liabilities		4,879		5,216

Commitments and Contingencies (Note 10)

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; 2,923,905 and 2,911,165 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively)		28		28
Additional paid-in capital		20,258		19,907
Retained earnings		14,527		11,337
Total stockholders' equity		34,813		31,272
Total liabilities and stockholders' equity	$	39,692	$	36,488

See accompanying Notes to the Condensed Consolidated Financial Statements.

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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 March 31, 2025	$	—	$	28	$	20,156		$	12,967	$	33,151
Net income		—		—		—			1,560		1,560
Stock-based compensation expense		—		—		278			—		278
Exercise of stock options		—		—		121			—		121
Warrant-related costs		—		—		(297	)		—		(297	)
Balance at June 30, 2025	$	—	$	28	$	20,258		$	14,527	$	34,813

(in thousands)	*Preferred Stock*		*Common Stock*		*Additional Paid-in Capital*		*Retained Earnings*		*Total Equity*
Balance at March 31, 2024	$	—	$	27	$	16,501	$	5,187	$	21,715
Net income		—		—		—		1,744		1,744
Stock-based compensation expense		—		—		201		—		201
Exercise of stock options		—		—		—		—		—
Warrant-related costs		—		—		—		—		—
Balance at June 30, 2024	$	—	$	27	$	16,702	$	6,931	$	23,660

See accompanying Notes to the Condensed Consolidated Financial Statements.

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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, 2024	$	—	$	28	$	19,907		$	11,337	$	31,272
Net income		—		—		—			3,190		3,190
Stock-based compensation expense		—		—		527			—		527
Exercise of stock options		—		—		121			—		121
Warrant-related costs		—		—		(297	)		—		(297	)
Balance at June 30, 2025	$	—	$	28	$	20,258		$	14,527	$	34,813

(in thousands)

Preferred Stock

SEC Form 10-Q filed by M-tron Industries Inc.