UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarterly period ended
OR
For the transition period from ____________ to ____________
Commission File No.
M-tron Industries, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
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| (Address of principal executive offices) | (Zip Code) |
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(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 | ||
| | | |
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.
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).
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 | ☐ |
| | ☒ | 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
As of July 31, 2024, the registrant had
Form 10-Q for the Period Ended June 30, 2024
Table of Contents
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.
FINANCIAL INFORMATION
| Financial Statements |
Condensed Consolidated Statements of Operations
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| (in thousands, except share data) | 2024 | 2023 | 2024 | 2023 | ||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Costs and expenses: | ||||||||||||||||
| Manufacturing cost of sales | ||||||||||||||||
| Engineering, selling and administrative | ||||||||||||||||
| Total costs and expenses | ||||||||||||||||
| Operating income | ||||||||||||||||
| Other income (expense): | ||||||||||||||||
| Interest income (expense), net | ( | ) | ( | ) | ||||||||||||
| Other (expense) income, net | ( | ) | ( | ) | ||||||||||||
| Total other income (expense), net | ( | ) | ||||||||||||||
| Income before income taxes | ||||||||||||||||
| Income tax expense | ||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Income per common share: | ||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||
| Weighted average shares outstanding: | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
See accompanying Notes to the Condensed Consolidated Financial Statements.
Condensed Consolidated Balance Sheets
(Unaudited)
| (in thousands, except share data) | June 30, 2024 | December 31, 2023 | ||||||
| Assets: | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net of reserves of $ and $, respectively | ||||||||
| Inventories, net | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property, plant and equipment, net | ||||||||
| Right-of-use lease asset | ||||||||
| Intangible assets, net | ||||||||
| Deferred income tax asset | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities: | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued compensation and commissions | ||||||||
| Other accrued expenses | ||||||||
| Income taxes payable | ||||||||
| Total current liabilities | ||||||||
| Long-term lease liability | ||||||||
| Total liabilities | ||||||||
| Commitments and Contingencies (Note 8) | ||||||||
| Stockholders' equity: | ||||||||
| Preferred stock ($ par value; shares authorized, issued) | ||||||||
| Common stock ($ par value; shares authorized; and shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively) | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Total stockholders' equity | ||||||||
| Total liabilities and stockholders' equity | $ | $ | ||||||
See accompanying Notes to the Condensed Consolidated Financial Statements.
Condensed Consolidated Statements of Equity
(Unaudited)
| (in thousands) | Preferred Stock | Common Stock | Additional Paid-in Capital | Retained Earnings | Total Equity | |||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | $ | |||||||||||||||
| Net income | ||||||||||||||||||||
| Adjustment to The LGL Group, Inc. transfer | ||||||||||||||||||||
| Stock-based compensation expense | ||||||||||||||||||||
| Exercise of stock options | ||||||||||||||||||||
| Forfeiture of shares to pay taxes | ||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | $ | |||||||||||||||
| (in thousands) | Preferred Stock | Common Stock | Additional Paid-in Capital | Retained Earnings | Total Equity | |||||||||||||||
| Balance at March 31, 2023 | $ | $ | $ | $ | $ | |||||||||||||||
| Net income | ||||||||||||||||||||
| Adjustment to The LGL Group, Inc. transfer | ||||||||||||||||||||
| Stock-based compensation expense | ||||||||||||||||||||
| Exercise of stock options | ||||||||||||||||||||
| Forfeiture of shares to pay taxes | ( | ) | ( | ) | ||||||||||||||||
| Balance at June 30, 2023 | $ | $ | $ | $ | $ | |||||||||||||||
See accompanying Notes to the Condensed Consolidated Financial Statements.
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 | $ | $ | $ | $ | $ | |||||||||||||||
| Net income | ||||||||||||||||||||
| Adjustment to The LGL Group, Inc. transfer | ||||||||||||||||||||
| Stock-based compensation expense | ||||||||||||||||||||
| Exercise of stock options | ||||||||||||||||||||
| Forfeiture of shares to pay taxes | ||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | $ | |||||||||||||||
| (in thousands) | Preferred Stock | Common Stock | Additional Paid-in Capital | Retained Earnings | Total Equity | |||||||||||||||
| Balance at December 31, 2022 | $ | $ | $ | $ | $ | |||||||||||||||
| Net income | ||||||||||||||||||||
| Adjustment to The LGL Group, Inc. transfer | ( | ) | ( | ) | ||||||||||||||||
| Stock-based compensation expense | ||||||||||||||||||||
| Exercise of stock options | ||||||||||||||||||||
| Forfeiture of shares to pay taxes | ( | ) | ( | ) | ||||||||||||||||
| Balance at June 30, 2023 | $ | $ | $ | $ | $ | |||||||||||||||
See accompanying Notes to the Condensed Consolidated Financial Statements.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Six Months Ended June 30, | ||||||||
| (in thousands, except share data) | 2024 | 2023 | ||||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Noncash revenues, expenses, gains and losses included in income: | ||||||||
| Depreciation | ||||||||
| Amortization of finite-lived intangible assets | ||||||||
| Stock-based compensation expense | ||||||||
| Deferred income tax provision | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Increase in accounts receivable, net | ( | ) | ( | ) | ||||
| Increase in inventories, net | ( | ) | ( | ) | ||||
| (Increase) decrease in prepaid expenses and other assets | ( | ) | ||||||
| Decrease (increase) in accounts payable, accrued compensation and commissions expense and other | ( | ) | ||||||
| Total adjustments | ( | ) | ||||||
| Net cash provided by operating activities | ||||||||
| Cash flows from investing activities: | ||||||||
| Capital expenditures | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Forfeiture of shares to pay taxes | ( | ) | ||||||
| Proceeds from stock option exercise | ||||||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Increase in cash and cash equivalents | ||||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
| Supplemental Disclosure: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
See accompanying Notes to the Condensed Consolidated Financial Statements.
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 wide range of 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.
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 six months ended June 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 months ended June 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.
Research and Development Costs
Research and development costs are charged to operations as incurred. For the three and six months ended June 30, 2024, research and development costs were approximately $
Concentration Risks
For the three months ended June 30, 2024, the Company's largest and second largest customers accounted for $
For the six months ended June 30, 2024, the Company's largest and second largest customers accounted for $
A significant portion of the Company's accounts receivable is concentrated with a relatively small number of customers. As of June 30, 2024, the Company's largest customers accounted for approximately $
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 June 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.
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 six months ended June 30, 2024 and 2023:
| Three Months Ended June 30, | ||||||||||||||||
| 2024 | 2023 | |||||||||||||||
| Income | Expense | Income | Expense | |||||||||||||
| GAMCO Investors, Inc. | $ | $ | $ | $ | ||||||||||||
| The LGL Group, Inc. | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| Six Months Ended June 30, | ||||||||||||||||
| 2024 | 2023 | |||||||||||||||
| Income | Expense | Income | Expense | |||||||||||||
| GAMCO Investors, Inc. | $ | $ | $ | $ | ||||||||||||
| The LGL Group, Inc. | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
The following table summarizes assets and liabilities with related parties as of June 30, 2024 and December 31, 2023:
| June 30, 2024 | December 31, 2023 | |||||||||||||||
| Assets | Liabilities | Assets | Liabilities | |||||||||||||
| GAMCO Investors, Inc. | $ | $ | $ | $ | ||||||||||||
| The LGL Group, Inc. | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
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 six months ended June 30, 2024, the Company paid the Fund Manager a fund management fee of approximately
As of June 30, 2024 and December 31, 2023, the balance with the Fund Manager was $
For the three and six months ended June 30, 2024, the Company earned income on its investments with the Fund Manager totaling $
For the three and six months ended June 30, 2023, the Company did 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
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
For the three months ended June 30, 2024 and 2023, LGL Group paid the Company $
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 six months ended June 30, 2024 and 2023,
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 six months ended June 30, 2024, the Company reimbursed LGL Group $
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 June 30, 2024 and 2023 was
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 $
As of June 30, 2024 and December 31, 2023, there were
Shares Outstanding
The following table presents a rollforward of outstanding shares for the periods indicated:
| Six Months Ended June 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 | ||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||
| Exercise of stock options | ||||||||||||||||||||||||
| Shares withheld for income taxes | ( | ) | ( | ) | ||||||||||||||||||||
| Shares, end of period | ||||||||||||||||||||||||
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 June 30, | Six Months Ended June 30, | |||||||||||||||
| (in thousands, except share data) | 2024 | 2023 | 2024 | 2023 | ||||||||||||
| Numerator for EPS: | ||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Denominator for EPS: | ||||||||||||||||
| Weighted average shares outstanding - basic | ||||||||||||||||
| Dilutive effects: | ||||||||||||||||
| Stock options | ||||||||||||||||
| Restricted stock | ||||||||||||||||
| Weighted average shares outstanding - diluted | ||||||||||||||||
| Income per common share: | ||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||
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 June 30, 2024.
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 June 30, 2024 and December 31, 2023 are summarized below:
| June 30, 2024 | December 31, 2023 | |||||||
| Raw materials | $ | $ | ||||||
| Work in process | ||||||||
| Finished goods | ||||||||
| Total gross inventory | ||||||||
| Reserve for excess and obsolete inventory | ( | ) | ( | ) | ||||
| Inventories, net | $ | $ | ||||||
Property, Plant and Equipment, Net
The components of property, plant and equipment as of June 30, 2024 and December 31, 2023 are summarized below:
| June 30, 2024 | December 31, 2023 | |||||||
| Land | $ | $ | ||||||
| Buildings and improvements | ||||||||
| Machinery and equipment | ||||||||
| Gross property, plant and equipment | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Property, plant and equipment, net | $ | $ | ||||||
Intangible Assets, Net
The components of intangible assets as of June 30, 2024 and December 31, 2023 are summarized below:
| June 30, 2024 | December 31, 2023 | |||||||
| Intellectual property | $ | $ | ||||||
| Goodwill | ||||||||
| Gross intangible assets | ||||||||
| Less: Accumulated amortization | ( | ) | ( | ) | ||||
| Intangible assets, net | $ | $ | ||||||
10. Domestic and Foreign Revenues
Significant foreign revenues from operations (
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Malaysia | $ | $ | $ | $ | ||||||||||||
| Australia | ||||||||||||||||
| Greece | ||||||||||||||||
| Hungary | ||||||||||||||||
| All other foreign countries | ||||||||||||||||
| Total foreign revenues | $ | $ | $ | $ | ||||||||||||
| Total domestic revenues | $ | $ | $ | $ | ||||||||||||
The Company allocates its foreign revenue based on the customer's ship-to location.
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.
| 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 one listed below and the risk factors disclosed in our Annual Report on Form 10-K, as filed with the SEC on March 25, 2024.
Inflation and Changing Interest Rates
Inflation in the United States decreased from 6.4% as of December 31, 2022 to 3.4% as of December 31, 2023, which is still above the U.S. Federal Reserve's long-term target of 2.0%. Through the date of this Quarterly Report on Form 10-Q, inflation has further decreased to 3.0%. Although inflation is expected to continue to decrease in 2024, the continued higher inflationary conditions may have an adverse impact on our Manufacturing cost of sales along with Engineering, selling and administrative expenses, as these costs could increase at a rate higher than our revenue. The U.S. Federal Reserve raised the federal funds rate a total of four times throughout 2023, resulting in a range from 5.25% to 5.50% as of December 31, 2023. Through the date of this Quarterly Report on Form 10-Q, the Federal Reserve has maintained the federal funds rate in the same range as of December 31, 2023. It is expected that the U.S. Federal Reserve will continue to hold the federal funds rate steady or start to decrease it during 2024 to, among other things, control inflation; however, the timing of any such decrease remains unclear. As a result, we have increased the prices we charge our customers.
Results of Operations
Three months ended June 30, 2024 compared to three months ended June 30, 2023
The following table presents our Condensed Consolidated Statements of Operations for the periods indicated:
| Three Months Ended June 30, |
||||||||||||||||
| (in thousands) |
2024 |
2023 |
$ Change |
% Change |
||||||||||||
| Revenues |
$ | 11,808 | $ | 10,140 | $ | 1,668 | 16.4 | % | ||||||||
| Costs and expenses: |
||||||||||||||||
| Manufacturing cost of sales |
6,307 | 5,921 | 386 | 6.5 | % | |||||||||||
| Engineering, selling and administrative |
3,394 | 2,654 | 740 | 27.9 | % | |||||||||||
| Total costs and expenses |
9,701 | 8,575 | 1,126 | 13.1 | % | |||||||||||
| Operating income |
2,107 | 1,565 | 542 | 34.6 | % | |||||||||||
| Other income (expense): |
||||||||||||||||
| Interest income (expense), net |
44 | (5 | ) | 49 | 980.0 | % | ||||||||||
| Other (expense) income, net |
(5 | ) | 22 | (27 | ) | -122.7 | % | |||||||||
| Total other income (expense), net |
39 | 17 | 22 | 129.4 | % | |||||||||||
| Income before income taxes |
2,146 | 1,582 | 564 | 35.7 | % | |||||||||||
| Income tax expense |
402 | 305 | 97 | 31.8 | % | |||||||||||
| Net income |
$ | 1,744 | $ | 1,277 | $ | 467 | 36.6 | % | ||||||||
Total Revenues
Total revenues increased $1,668, or 16.4%, from $10,140 for the three months ended June 30, 2023 to $11,808 for the three months ended June 30, 2024 primarily due to continued strong defense program product and solution shipments.
Total Costs and Expenses
Total costs and expenses increased $1,126, or 13.1%, from $8,575 for the three months ended June 30, 2023 to $9,701 for the three months ended June 30, 2024. The increase is primarily due to a $740, or 27.9%, increase in Engineering, selling and administrative from $2,654 for the three months ended June 30, 2023 to $3,394 for the three months ended June 30, 2024 from higher research and development investment, higher sales commissions related to an 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 498 basis points from 41.6% for the three months ended June 30, 2023 to 46.6% for the three months ended June 30, 2024 reflecting higher revenues, improved production efficiencies due to previous investments, and an improved product mix to higher margin products.
Total Other Income (Expense), Net
Total Other income (expense), net increased $22, or 129.4%, from $17 for the three months ended June 30, 2023 to $39 for the three months ended June 30, 2024. The increase was primarily due to a $49, or 980.0%, increase in Interest income (expense), net from ($5) for the three months ended June 30, 2023 to $44 for the three months ended June 30, 2024 from higher interest income earned on investments in money market mutual funds. The increase was partially offset by a $27, or 122.7%, decrease in Other income (expense), net from $22 for the three months ended June 30, 2023 to ($5) for the three months ended June 30, 2024 primarily due to unfavorable currency movements.
Income Tax Expense
Income tax expense increased $97, or 31.8%, from $305 for the three months ended June 30, 2023 to $402 for the three months ended June 30, 2024 primarily due to the increase in Income before income taxes driven by the increase in revenues discussed above.
Six months ended June 30, 2024 compared to six months ended June 30, 2023
The following table presents our Condensed Consolidated Statements of Operations for the periods indicated:
| Six Months Ended June 30, |
||||||||||||||||
| (in thousands) |
2024 |
2023 |
$ Change |
% Change |
||||||||||||
| Revenues |
$ | 22,993 | $ | 19,507 | $ | 3,486 | 17.9 | % | ||||||||
| Costs and expenses: |
||||||||||||||||
| Manufacturing cost of sales |
12,713 | 12,092 | 621 | 5.1 | % | |||||||||||
| Engineering, selling and administrative |
6,384 | 5,089 | 1,295 | 25.4 | % | |||||||||||
| Total costs and expenses |
19,097 | 17,181 | 1,916 | 11.2 | % | |||||||||||
| Operating income |
3,896 | 2,326 | 1,570 | 67.5 | % | |||||||||||
| Other income (expense): |
||||||||||||||||
| Interest income (expense), net |
76 | (7 | ) | 83 | 1185.7 | % | ||||||||||
| Other income (expense), net |
37 | (18 | ) | 55 | 305.6 | % | ||||||||||
| Total other income (expense), net |
113 | (25 | ) | 138 | 552.0 | % | ||||||||||
| Income before income taxes |
4,009 | 2,301 | 1,708 | 74.2 | % | |||||||||||
| Income tax expense |
779 | 471 | 308 | 65.4 | % | |||||||||||
| Net income |
$ | 3,230 | $ | 1,830 | $ | 1,400 | 76.5 | % | ||||||||
Total Revenues
Total revenues increased $3,486, or 17.9%, from $19,507 for the six months ended June 30, 2023 to $22,993 for the six months ended June 30, 2024 primarily due to continued strong defense program product and solution shipments.
Total Costs and Expenses
Total costs and expenses increased $1,916, or 11.2%, from $17,181 for the six months ended June 30, 2023 to $19,097 for the six months ended June 30, 2024. The increase is primarily due to a $1,295, or 25.4%, increase in Engineering, selling and administrative from $5,089 for the six months ended June 30, 2023 to $6,384 for the six months ended June 30, 2024 from higher research and development investment, higher sales commissions related to an 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 670 basis points from 38.0% for the six months ended June 30, 2023 to 44.7% for the six months ended June 30, 2024 reflecting higher revenues, improved production efficiencies due to previous investments, and an improved product mix to higher margin products.
Total Other Income (Expense), Net
Total Other income (expense), net increased $138, or 552.0%, from ($25) for the six months ended June 30, 2023 to $113 for the six months ended June 30, 2024. The following items contributed to the overall increase:
| • |
a $83, or 1185.7%, increase in Interest income (expense), net from ($7) for the six months ended June 30, 2023 to $76 for the six months ended June 30, 2024 primarily due to interest income earned on investments in money market mutual funds. |
| • |
a $55, or 305.6%, increase in Other income (expense), net from ($18) for the six months ended June 30, 2023 to $37 for the six months ended June 30, 2024 primarily due to favorable currency movements. |
Income Tax Expense
Income tax expense increased $308, or 65.4%, from $471 for the six months ended June 30, 2023 to $779 for the six months ended June 30, 2024 primarily due to the increase in Income before income taxes driven by the increase in revenues discussed above.
Backlog
As of June 30, 2024, our order backlog was $45,322, a decrease of $2,509, or 5.2%, from $47,831 as of December 31, 2023 and a decrease of $6,269, or 12.2%, from $51,591 as of June 30, 2023. The decrease in backlog from December 31, 2023 reflects increased revenues along with the variability of our order intake due to the size and timing of large program-related orders.
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:
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 June 30, |
Six Months Ended June 30, |
|||||||||||||||
| (in thousands, except share data) |
2024 |
2023 |
2024 |
2023 |
||||||||||||
| Income before income taxes |
$ | 2,146 | $ | 1,582 | $ | 4,009 | $ | 2,301 | ||||||||
| Adjustments: |
||||||||||||||||
| Interest expense (income) |
(44 | ) | 5 | (76 | ) | 7 | ||||||||||
| Depreciation |
220 | 190 | 439 | 385 | ||||||||||||
| Amortization |
— | 14 | 5 | 27 | ||||||||||||
| Total adjustments |
176 | 209 | 368 | 419 | ||||||||||||
| EBITDA |
2,322 | 1,791 | 4,377 | 2,720 | ||||||||||||
| Non-cash stock compensation |
201 | 140 | 408 | 211 | ||||||||||||
| Excess Spin-off costs |
— | — | — | 28 | ||||||||||||
| Adjusted EBITDA |
$ | 2,523 | $ | 1,931 | $ | 4,785 | $ | 2,959 | ||||||||
| Adjusted EBITDA per common share: |
||||||||||||||||
| Basic |
$ | 0.92 | $ | 0.72 | $ | 1.76 | $ | 1.10 | ||||||||
| Diluted |
$ | 0.91 | $ | 0.71 | $ | 1.72 | $ | 1.09 | ||||||||
| Weighted average shares outstanding: |
||||||||||||||||
| Basic |
2,728,599 | 2,697,696 | 2,723,293 | 2,688,065 | ||||||||||||
| Diluted |
2,779,802 | 2,711,266 | 2,783,739 | 2,709,578 | ||||||||||||
Three months ended June 30, 2024 compared to three months ended June 30, 2023
Adjusted EBITDA increased $592 from $1,931 for the three months ended June 30, 2023 to $2,523 for the three months ended June 30, 2024 primarily due to increased gross margins; continued containment of operating expenses other than strategic investments in research and development, resulting in higher income before taxes; higher depreciation; and higher stock-based compensation partially offset by higher interest income.
Six months ended June 30, 2024 compared to six months ended June 30, 2023
Adjusted EBITDA increased $1,826 from $2,959 for the six months ended June 30, 2023 to $4,785 for the six months ended June 30, 2024 primarily due to increased gross margins; continued containment of operating expenses other than strategic investments in research and development, resulting in higher income before taxes; higher depreciation; and higher stock-based compensation partially offset by higher interest income.
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 June 30, 2024 and December 31, 2023, Cash and cash equivalents were $6,501 and $3,913, respectively.
Cash Flow Activity
The following table presents the cash flow activity for the periods indicated:
| As of June 30, |
||||||||
| (in thousands) |
2024 |
2023 |
||||||
| Cash and cash equivalents, beginning of period |
$ | 3,913 | $ | 926 | ||||
| Cash provided by operating activities |
3,456 | 779 | ||||||
| Cash used in investing activities |
(995 | ) | (302 | ) | ||||
| Cash provided by financing activities |
127 | (82 | ) | |||||
| Net change in cash and cash equivalents |
2,588 | 395 | ||||||
| Cash and cash equivalents, end of period |
$ | 6,501 | $ | 1,321 | ||||
Operating Activities
Cash provided by operating activities was $3,456 for the six months ended June 30, 2024 compared to cash provided by operating activities of $779 for the six months ended June 30, 2023, an increase of $2,677, primarily due to the following:
| • |
Net income increased $1,400 from $1,830 for the six months ended June 30, 2023 to $3,230 for the six months ended June 30, 2024. |
| • |
Stock-based compensation increased $197 from $211 for the six months ended June 30, 2023 to $408 for the six months ended June 30, 2024. |
| • |
Net change in operating assets and liabilities increased $1,176 from ($1,694) for the six months ended June 30, 2023 to ($518) for the six months ended June 30, 2024. |
Our working capital metrics and ratios were as follows:
| (in thousands) |
June 30, 2024 |
December 31, 2023 |
||||||
| Current assets |
$ | 21,662 | $ | 18,187 | ||||
| Less: Current liabilities |
4,713 | 4,384 | ||||||
| Working capital |
$ | 16,949 | $ | 13,803 | ||||
| Current ratio |
4.6 | 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 $995 for the six months ended June 30, 2024 compared to cash used in investing activities of $302 for the six months ended June 30, 2023, an increase of $693, primarily due to the purchase of equipment to support growth, next generation product development, and operational efficiencies during the six months ended June 30, 2024.
Financing Activities
Cash provided by financing activities was $127 for the six months ended June 30, 2024 compared to cash used in financing activities of $82 for the six months ended June 30, 2023, an increase of $209, primarily due to the exercise of stock options by an executive officer.
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 June 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 June 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.
| Quantitative and Qualitative Disclosures About Market Risk |
Not applicable.
| 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 June 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 June 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 June 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
OTHER INFORMATION
| 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.
| Other Information |
During the three months ended June 30, 2024, 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.
| Exhibits |
The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 (and are numbered in accordance with Item 601 of Regulation S-K):
| Exhibit No. |
Description |
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| 2.1 |
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| 3.1 |
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| 3.2 |
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| 4.1 |
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| 31.1* |
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| 31.2* |
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| 32.1** |
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| 32.2** |
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| 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 |
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| 101.CAL* |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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| 101.DEF* |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
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| 101.LAB* |
Inline XBRL Taxonomy Extension Label Linkbase Document |
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| 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.
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. |
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| (Registrant) | |||
| Date: August 14, 2024 |
By: |
/s/ Michael J. Ferrantino, Jr. |
|
| Michael J. Ferrantino, Jr. |
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| Chief Executive Officer (Principal Executive Officer) |
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| Date: August 14, 2024 |
By: |
/s/ Linda M. Biles |
|
| Linda M. Biles |
|||
| Executive Vice President - Finance (Principal Financial Officer) |
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