Table of Contents
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 March 31, 2026
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 April 30, 2026, the registrant had 4,321,443 shares of common stock, $0.01 par value per share, outstanding.
M-TRON INDUSTRIES, INC.
Form 10-Q for the Period Ended March 31, 2026
INDEX
PART I.
FINANCIAL INFORMATION
Item 1.
Financial Statements (Unaudited)
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
15
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
19
Item 4.
Controls and Procedures
PART II.
OTHER INFORMATION
Legal Proceedings
20
Item 6.
Exhibits
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 26, 2026. 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.
PART I
Financial Statements
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Ended March 31,
(in thousands, except share data)
2026
2025
Revenues
Costs and expenses:
Manufacturing cost of sales
Engineering, selling and administrative
Total costs and expenses
Operating income
Other income:
Interest income, net
Other expense, net
Total other income, net
Income before income taxes
Income tax expense
Net income
Income per common share:
Basic
Diluted
Weighted average shares outstanding:
See accompanying Notes to the Condensed Consolidated Financial Statements.
Condensed Consolidated Balance Sheets
March 31, 2026
December 31, 2025
Assets:
Current assets:
Cash and cash equivalents
Accounts receivable, net of reserves of $192 and $204, respectively
Inventories, net
Prepaid expenses and other current assets
Warrant proceeds receivable
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
Deferred income tax liability
Total liabilities
Commitments and Contingencies (Note 11)
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; 3,567,312 shares issued and outstanding as of March 31, 2026; 3,405,210 shares issued and outstanding as of December 31, 2025, respectively)
Additional paid-in capital
Retained earnings
Total stockholders' equity
Total liabilities and stockholders' equity
Condensed Consolidated Statements of Equity
(in thousands)
Preferred Stock
Common Stock
Additional Paid-in Capital
Retained Earnings
Total Equity
Balance, December 31, 2025
Stock-based compensation expense
Exercise of stock options
Exercise of warrants, net of costs
Balance, March 31, 2026
Balance, December 31, 2024
Balance, March 31, 2025
Condensed Consolidated Statements of Cash Flows
Cash flows from operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Noncash revenues, expenses, gains and losses included in income:
Depreciation
Unrealized foreign currency loss
Deferred income tax provision
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable, net
(Increase) decrease in inventories, net
Decrease in prepaid expenses and other assets, net
Increase (decrease) in accounts payable, accrued compensation, income taxes and commissions 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:
Proceeds from exercise of stock options
Proceeds from exercise of warrants
Net cash provided by financing activities
Increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Non-cash financing activity:
Costs related to rights offering
Supplemental disclosure:
Cash paid for interest
Cash paid for income taxes
1. Background and Description of Business
Originally founded in 1965, M-tron Industries, Inc. (the "Company," "Mtron," "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. Mtron'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, Mtron 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 Mtron’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.mtron.com. Our common stock is traded on the NYSE American under the symbol "MPTI."
2. Summary of Significant Accounting Policies
During the three months ended March 31, 2026, 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, 2025 (the "2025 Annual Report") filed with the Securities and Exchange Commission (the "SEC") on March 26, 2026. For additional information, refer to Note 2 to the audited Consolidated Financial Statements in the 2025 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 2025 Annual Report. The consolidated financial information as of December 31, 2025 included herein has been derived from the audited Consolidated Financial Statements in the 2025 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 March 31, 2026 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2026.
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 months ended March 31, 2026 and 2025, such costs were approximately $849 and $722, respectively. Such costs are included within Engineering, selling and administrative expenses on the Condensed Consolidated Statements of Operations.
Concentration Risks
For the three months ended March 31, 2026, the Company's largest and second largest customers accounted for $5,988, or 40.8%, and $2,000, or 13.6%, of the Company's total revenues, respectively. For the three months ended March 31, 2025, the Company's largest and second largest customers accounted for $4,249, or 33.4%, and $1,336, or 10.5%, of the Company’s total revenues, respectively.
A significant portion of the Company's accounts receivable is concentrated with a relatively small number of customers. As of March 31, 2026, the Company's four largest customers accounted for approximately $5,924, or 71.6%, of gross accounts receivable. As of December 31, 2025, four of the Company's largest customers accounted for approximately $4,898, or 71.4%, 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.
A significant portion of the Company's cash and cash equivalents are invested in money market mutual funds and may at times exceed federally insured limits.
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 March 31, 2026 and December 31, 2025.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.
Accounting Standards Adopted
Income Taxes
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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. The Company adopted ASU 2023-09 in December 2025. Refer to Note 6 - Income Taxes to the Company's Consolidated Financial Statements included in its Annual Report on Form 10-K for the year ended December 31, 2025 for further information.
Future Application of Accounting Standards
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)" ("ASU 2024-03"). The standard requires certain details for expenses presented on the face of the Consolidated Statements of Operations as well as selling expenses to be presented in the notes to the financial statements on an interim and annual basis. The provisions of the standard are effective for public companies for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 31, 2027. The amendment can be applied either prospectively or retrospectively, with early adoption permitted. The Company is currently assessing the impact of this standard.
3. Segment Information
Chief Operating Decision Maker
The Company's chief operating decision maker ("CODM") is the Chief Executive Officer.
Reportable Segments
We report our results of operations consistent with the manner in which the CODM reviews the business to assess performance and allocate resources. As such, we report our results in a single reporting segment: Electronic Components.
The Electronic Components segment derives revenues from sales to customers of wide range of precision frequency control and spectrum control solutions, including, but not limited to, the following:
•
filters;
oscillators;
crystal resonators; and
integrated microwave assemblies.
Measure of Segment Profit or Loss and Segment Assets
The accounting policies of the Electronic Components segment are the same as those described in Note 2 – Summary of Significant Accounting Policies.
The CODM assesses the performance of and decides how to allocate resources to the Electronic Components segment based on Segment gross profit (loss) as well as Net income, which is also reported on the Consolidated Statements of Operations as consolidated Net income. The CODM uses Segment gross profit to evaluate to evaluate the manufacturing costs of the Electronic Components segment’s products and to ensure those products are priced appropriately. The CODM uses Segment net income to evaluate income generated from segment assets in deciding whether to reinvest profits into the Electronic Components segment or into other parts of the entity, such as for capital expenditures or acquisitions. Additionally, the CODM uses net income to monitor budget versus actual results as well as in competitive analysis to Mtron's peers. The budget versus actuals and competitive analysis are used in assessing the performance of the Electronic Components segment.
The measure of segment assets is reported on the Consolidated Balance Sheets as consolidated Total assets.
The following table presents Mtron's operations for the Electronic Components segment for the three months ended March 31, 2026 and 2025:
Less:
Cost of goods sold
Manufacturing expenses
Segment gross profit
Research and development costs
Selling and commissions
General and administrative expenses
Other segment items (a)
Segment net income
Reconciliation of Segment gross profit to Consolidated net income
Segment operating expenses, net
Other income
Consolidated net income
Reconciliation of Segment net income to Consolidated net income
Adjustments and reconciling items
(a)
Other segment items includes the following:
Interest income
Income received under the Amended and Restated Transitional Administrative and Management Services Agreement with The LGL Group, Inc.
Foreign currency gains and losses
Other gains and losses
Expense reimbursements paid to / received from The LGL Group, Inc.
Other Segment Disclosures
The following tables present other segment information for the Electronic Components segment as of March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 and 2025:
Interest expense
Amortization
Other significant non-cash items:
Stock-based compensation
4. Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value guidance identifies three primary valuation techniques: the market approach, the income approach and the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset.
Fair Value Hierarchy
The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to observable inputs such as quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The maximization of observable inputs and the minimization of the use of unobservable inputs are required.
Classification within the fair value hierarchy is based upon the objectivity of the inputs that are significant to the valuation of an asset or liability as of the measurement date. The three levels within the fair value hierarchy are characterized as follows:
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include: quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3 - Unobservable inputs for the asset or liability for which there is little, if any, market activity for the asset or liability at the measurement date. Unobservable inputs reflect the Company's own assumptions about what market participants would use to price the asset or liability. These inputs may include internally developed pricing models, discounted cash flow methodologies as well as instruments for which the fair value determination requires significant management judgment.
Valuation Methodologies of Financial Instruments Measured at Fair Value
Cash and cash equivalents - Money market instruments are measured at cost, which approximates fair values because of the relatively short time to maturity.
Equity Securities - Whenever available, we obtained quoted prices in active markets for identical assets as of the balance sheet date to measure equity securities. Market price data is generally obtained from exchange or dealer markets.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table presents information about assets measured at fair value on a recurring basis and indicates the level of the fair value measurement based on the observability of inputs used:
Level 1
Level 2
Level 3
Total
Cash and cash equivalents (a)
Prepaid expenses and other current assets:
Equity securities
Total prepaid expenses and other current assets
As of March 31, 2026 and December 31, 2025, included investments in money market mutual funds that are sponsored and managed or advised by GAMCO Investors, Inc. or one of its subsidiaries.
There were no liabilities subject to fair value on a recurring basis as of March 31, 2026 and December 31, 2025.
Fair Value Measurements on a Non-Recurring Basis
The Company has other assets that may be subject to measurement at fair value on a non-recurring basis including intangible assets and other long-lived assets. The Company reviews the carrying value of intangible assets and other long-lived assets whenever events and circumstances indicate that the carrying amounts of the assets may not be recoverable. If it is determined that the assets are impaired, the carrying value would be reduced to an estimated recoverable value.
As of March 31, 2026 and December 31, 2025, the Company did not write down any assets to fair value.
Fair Value Information about Financial Instruments Not Measured at Fair Value
As of March 31, 2026 and December 31, 2025, the Company did not have any assets or liabilities classified as financial instruments that are not measured at fair value.
5. 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 table summarizes income and expenses from transactions with related parties for the three months ended March 31, 2026 and 2025:
Income
Expense
GAMCO Investors, Inc.
The LGL Group, Inc.
The following table summarizes assets and liabilities with related parties as of March 31, 2026 and December 31, 2025:
Assets
Liabilities
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 months ended March 31, 2026 and 2025, the Company paid the Fund Manager a fund management fee of approximately 8 basis points annually of the asset balances under management, which are not paid directly by the Company and are deducted prior to the fund striking its net asset value ("NAV").
As of March 31, 2026 and December 31, 2025, the balance with the Fund Manager was $49,103 and $19,564, respectively, all of which was classified within Cash and cash equivalents on the Condensed Consolidated Balance Sheets.
For the three months ended March 31, 2026 and 2025, the Company earned income on its investments with the Fund Manager totaling $383 and $114, respectively, all of which was included in Interest income on the Condensed Consolidated Statements of Operations.
Transactions with The LGL Group, Inc.
Transitional Administrative and Management Services Agreement
On October 7, 2022, the separation of the Mtron 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.
Mtron and The LGL Group, Inc. ("LGL Group") entered into an Amended and Restated Transitional Administrative and Management Services Agreement ("Mtron 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 Mtron.
For the three months ended March 31, 2026 and 2025, LGL Group paid the Company $12 under the terms of the Mtron TSA, which were recorded in Other income (expense), net on the Condensed Consolidated Statements of Operations.
Tax Indemnity and Sharing Agreement
Mtron and LGL Group entered into a Tax Indemnity and Sharing Agreement ("Mtron 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 Mtron or LGL Group.
For the three months ended March 31, 2026 and 2025, no taxes related to the Distribution have been recorded in the Condensed Consolidated Financial Statements.
Other Transactions
Mtron and LGL Group agreed to share the salaries and benefits related to certain employees incurred by LGL Group. For the three months ended March 31, 2026, LGL Group reimbursed the Company $28 of the salaries and benefits of certain employees. For the three months ended March 31, 2025, the Company reimbursed LGL Group $26 of the salaries and benefits of certain employees. These reimbursements were recorded in Engineering, selling and administrative on the Condensed Consolidated Statements of Operations.
6. 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 March 31, 2026 and 2025 was 16.4% and 22.9%, respectively. Differences between the Company's effective income tax rate and the U.S. federal statutory rate are primarily the impact of research and development credits, temporary differences related to stock compensation, permanent differences, and state taxes.
7. Revolving Credit Agreement
On December 31, 2025, Mtron entered into an amended and restated credit agreement (the "Credit Agreement") with Fifth Third Bank, National Association ("Fifth Third Bank"), replacing its prior credit facility with Fifth Third Bank (the "Previous Credit Agreement"). The Credit Agreements provides for a $10.0 million revolving credit facility (the "Revolving Facility") and a $10.0 million delayed draw term loan facility (the "Delayed Draw Facility"). Borrowings under the Revolving Facility and the Delayed Draw Facility bear interest at a rate based on the Secured Overnight Financing Rate ("SOFR") plus a margin ranging from 2.00% to 3.00%, determined by the Company's leverage ratio, with a SOFR floor of 0.00%. The Company will pay a fee on the average unused daily amount of the facilities at a rate ranging from 0.20% and 0.30%, determined by the Company's leverage ratio. Amounts outstanding under the Revolving Facility are due at maturity on December 31, 2028, and advances under the Delayed Draw Facility are available for a period of 36 months from the date of the Credit Agreement, with each advance maturing 36 months after funding and subject to quarterly amortization requirements. The Credit Agreement contains various affirmative and negative covenants that are customary for transactions of this type, including limitations on the incurrence of debt and liabilities, as well as financial reporting requirements. The Credit Agreement also imposes certain financial covenants based on the following criteria: (a) Leverage Ratio and (b) Fixed Charge Coverage Ratio (each as defined in the Credit Agreement). All loans pursuant to the Credit Agreement are secured by a first-priority lien on substantially all of the personal property of the Company.
As of March 31, 2026 and December 31, 2025, there were no outstanding borrowings under the Credit Agreement or Previous Credit Agreement with Fifth Third Bank.
8. Stock-Based Compensation
Under the Company's Amended and Restated 2022 Incentive Plan (the "2022 Plan"), stock-based compensation may be awarded to employees, advisors and members of the Board. As of March 31, 2026, 176,592 shares remained available for future issuance under the 2022 Plan.
The following table summarizes stock-based compensation expense, which includes expenses related to awards granted under the 2022 Plan, for the periods indicated:
For the Three Months Ended March 31,
Restricted stock awards
Stock options
Restricted Stock Awards
The following table summarizes restricted stock awards activity for the three months ended March 31, 2026:
Number of Shares
Weighted Average Grant Date Fair Value
Aggregate Grant Date Fair Value
Balance as of December 31, 2025
Granted
Vested
Canceled
Balance as of March 31, 2026
As of March 31, 2026, there was $888 of total unrecognized compensation cost related to unvested shares granted. The cost is expected to be recognized over a weighted-average period of 1.1 years.
Stock Options
The following table provides a rollforward of stock option activity for the three months ended March 31, 2026:
Number of Options Outstanding
Weighted Average Exercise Price
Weighted Average Remaining Term (in years)
Aggregate Intrinsic Value
Outstanding as of December 31, 2025
Exercised
Forfeited
Other
Outstanding as of March 31, 2026
Exercisable as of March 31, 2026
9. Stockholders' Equity
Shares Outstanding
The following table presents a rollforward of outstanding shares for the periods indicated:
Three Months Ended March 31, 2026
Year Ended December 31, 2025
Common Stock Issued
Held in Treasury
Common Stock Outstanding
Shares, beginning of period
Shares issued from settlement of warrants
Restricted shares forfeited
Shares, end of period
Warrants to Purchase Common Stock
On April 25, 2025, the Company issued 2,911,165 warrants (the "Warrants") to holders of record of outstanding shares of the Company's common stock as of March 10, 2025. Five (5) Warrants entitled their holder to purchase one (1) share of common stock, par value $0.01 per share (the "Common Stock") at an exercise price of $47.50 per share. The Warrants were exercisable on the date that was the earlier of (i) thirty (30) days prior to April 25, 2028 and (ii) such date that the average volume weighted-average price ("VWAP") of the Common Stock was greater than or equal to $52.00 per share for the prior thirty (30) consecutive trading day period (the "Trigger"); provided however, that should the Trigger occur, the Warrants must be exercised within thirty (30) days of the Company's notification pursuant to the Warrant Agreement that the Trigger occurred.
On October 23, 2025, the Company announced the average VWAP of the Common Stock exceeded the Trigger on October 20, 2025, which resulted in the Warrants becoming immediately exercisable through December 23, 2025.
As of December 31, 2025, Warrant holders exercised 2,351,025, or 80.8%, of the Warrants, in a net share settlement of 470,205 shares of Common Stock. The remaining 560,140 Warrants expired unexercised in accordance with their terms. On January 7, 2026, the Company distributed 112,028 shares of Common Stock to Warrant holders who elected to participate in the over-subscription privilege. The gross proceeds to the Company were $27.7 million.
Rights Offering
On March 30, 2026, the Company issued 3,566,812 subscription rights (the "Rights") to holders of record of outstanding shares of the Company's common stock as of March 27, 2026 (the "Rights Offering"). Five (5) Rights entitled their holder to purchase one (1) share of Common Stock at a subscription price of $59.00 per share. The Rights Offering had an original expiration date of April 15, 2026; however, on April 9, 2026, the Company extended the expiration date to April 20, 2026.
As of April 27, 2026, the Company completed the Rights Offering. Rightsholders exercised 2,982,004, or 83.6%, of the Rights, in a net share settlement of 596,400 shares of Common Stock. The remaining 584,808 Rights expired unexercised in accordance with their terms. The Company distributed the remaining 116,962 shares of Common Stock to Rightsholders who elected to participate in the over-subscription privilege. The gross proceeds to the Company were $42.1 million.
10. 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:
Numerator for EPS:
Denominator for EPS:
Weighted average shares outstanding - basic
Dilutive effects:
Restricted stock
Warrants
Rights
Weighted average shares outstanding - diluted
11. 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 March 31, 2026 and December 31, 2025.
12. 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 March 31, 2026 and December 31, 2025 are summarized below:
Raw materials
Work in process
Finished goods
Total gross inventory
Reserve for excess and obsolete inventory
Total Inventories, net
Property, Plant and Equipment, Net
The components of property, plant and equipment as of March 31, 2026 and December 31, 2025 are summarized below:
Land
Buildings and improvements
Machinery and equipment
Gross property, plant and equipment
Less: Accumulated depreciation
13. Domestic and Foreign Revenues
Significant foreign revenues from operations (10% or more of foreign sales) for the three months ended March 31, 2026 and 2025 were as follows:
Malaysia
Australia
Greece
All other foreign countries
Total foreign revenues
Total domestic revenues
The Company allocates its foreign revenue based on the customer's ship-to location.
14. Subsequent Events
The Company has evaluated events and transactions that occurred after the balance sheet date through the date that the Condensed Consolidated Financial Statements were issued. Based upon this review, the Company did not identify any subsequent events, other than those previously disclosed, that would have required adjustment or disclosure in the Condensed Consolidated Financial Statements.
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 26, 2026. The terms the "Company,", "Mtron," "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
Mtron 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. Mtron'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 26, 2026.
Tariffs
The current U.S. federal administration has imposed tariffs on certain products and materials entering the United States imported from other countries. Additionally, foreign governments have imposed retaliatory tariffs on products and materials exported from the United States. Following the Supreme Court’s February 2026 decision striking down certain tariffs, the Trump Administration announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports from all countries. There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended, and the impacts of such actions on our business. To date, we have not seen an impact from tariffs on the demand for our products.
Results of Operations
The following table presents our Condensed Consolidated Statements of Operations for the periods indicated:
$ Change
% Change
Three months ended March 31, 2026 compared to three months ended March 31, 2025
Total Revenues
Total revenues increased $1,954, or 15.3%, from $12,732 for the three months ended March 31, 2025 to $14,686 for the three months ended March 31, 2026 primarily due to strong defense product shipments as well as higher avionics sector shipments.
Total Costs and Expenses
Total expenses increased $1,357, or 12.7%, from $10,719 for the three months ended March 31, 2025 to $12,076 for the three months ended March 31, 2026. The increase is primarily due to the following:
a $766, or 10.5%, increase in Manufacturing cost of sales from $7,326 for the three months ended March 31, 2025 to $8,092 for the three months ended March 31, 2026 driven by higher revenues partially offset by manufacturing efficiencies; and
a $591, or 17.4%, increase in Engineering, selling and administrative from $3,393 for the three months ended March 31, 2025 to $3,984 for the three months ended March 31, 2026 from higher research and development costs, higher sales commissions related to an increase in revenues, and an increase in 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 244 basis points from 42.5% for the three months ended March 31, 2025 to 44.9% for the three months ended March 31, 2026 reflecting higher revenues, product mix, and manufacturing efficiencies.
Total Other Income, Net
Total Other income, net increased $147, or 145.5%, from $101 for the three months ended March 31, 2025 to $248 for the three months ended March 31, 2026. The increase is primarily due to a $259, or 233.3%, increase in Interest income, net from $111 for the three months ended March 31, 2025 to $370 for the three months ended March 31, 2026 driven by higher balances invested in money market mutual funds.
The increase was partially offset by a $112, or 1,120.0%, decrease in Other income (expense), net from ($10) for the three months ended March 31, 2025 to ($122) for the three months ended March 31, 2026 primarily due to unfavorable currency movements related to our India production facility.
Income Tax Expense
Income tax expense decreased $14, or 2.9%, from $484 for the three months ended March 31, 2025 to $470 for the three months ended March 31, 2026 primarily due to temporary differences related to stock compensation partially offset by the increase in Income before incomes taxes.
Backlog
As of March 31, 2026, our order backlog was $76,834, an increase of $409, or 0.5%, from $76,425 as of December 31, 2025 and an increase of $21,333, or 38.4%, from $55,501 as of March 31, 2025. The increase in backlog from December 31, 2025 is primarily driven by orders in the aerospace and defense, avionics, and space sectors during the quarter. The nature of a program centric business model materially affects backlog based on the timing and size of the 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 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:
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:
Adjustments:
EBITDA
Non-cash stock compensation
Adjusted EBITDA
Adjusted EBITDA increased $670 from $2,502 for the three months ended March 31, 2025 to $3,172 for the three months ended March 31, 2026 primarily due to higher revenues and improved gross margins.
Liquidity and Capital Resources
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 March 31, 2026 and December 31, 2025, Cash and cash equivalents were $51,958 and $20,891, respectively.
Cash Flow Activity
The following table presents the cash flow activity for the periods indicated:
As of March 31,
Cash and cash equivalents, beginning of period
Cash provided by operating activities
Cash used in investing activities
Cash provided by financing activities
Net change in cash and cash equivalents
Cash and cash equivalents, end of period
Operating Activities
Cash provided by operating activities was $2,118 for the three months ended March 31, 2026 compared to $1,607 for the three months ended March 31, 2025, an increase of $511, primarily due to the following:
Higher net income;
Higher non-cash adjustments, including:
Depreciation, which increased $52 from $250 for the three months ended March 31, 2025 to $302 for the three months ended March 31, 2026;
Stock-based compensation increased $133 from $249 for the three months ended March 31, 2025 to $382 for the three months ended March 31, 2026;
Working capital movements, including:
Accounts receivable, which increased $1,420 for the three months ended March 31, 2026 compared to a decrease of $124 for the three months ended March 31, 2025, reflecting the timing and mix of customer orders;
Inventories, net, which increased $677 for the three months ended March 31, 2026 compared to a decrease of $144 for the three months ended March 31, 2025, supporting anticipated growth in future sales;
Prepaid expenses and other assets, which decreased $222 for the three months ended March 31, 2026 compared to a decrease of $68 for the three months ended March 31, 2025, reflecting higher amortization of prepaid expenses in 2026;
Accounts payable, accrued compensation and other expenses, and other liabilities, which increased $986 for the three months ended March 31, 2026 compared to a decrease of $865 for the three months ended March 31, 2025, reflecting higher accounts payable balances in 2026 consistent with the increase in backlog and cash bonuses that were paid in 2025 that did not occur in 2026.
Our working capital metrics and ratios were as follows:
Current assets
Less: Current liabilities
Working capital
Current ratio
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 $452 for the three months ended March 31, 2026 compared to cash used in investing activities of $586 for the three months ended March 31, 2025, a decrease of $134, primarily due to the timing of capital projects, where delivery is expected at a future date.
Financing Activities
Cash provided by financing activities was $29,401 for the three months ended March 31, 2026 compared to cash provided by financing activities of $0 for the three months ended March 31, 2025, an increase of $29,401, primarily due to the settlement of warrants in January 2026 as well as the exercise of stock options.
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 March 31, 2026 and December 31, 2025, 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 December 31, 2025, we entered into an amended and restated credit agreement (the "Credit Agreement") with Fifth Third Bank, National Association ("Fifth Third Bank"), replacing our prior credit facility with Fifth Third Bank (the "Previous Credit Agreement"). The Credit Agreement provides for a $10.0 million revolving credit facility (the "Revolving Facility") and a $10.0 million delayed draw term loan facility (the "Delayed Draw Facility"). Borrowings under the Revolving Facility and the Delayed Draw Facility bear interest at a rate based on the Secured Overnight Financing Rate ("SOFR") plus a margin ranging from 2.00% to 3.00%, determined by the Company's leverage ratio, with a SOFR floor of 0.00%. The Company will pay a fee on the average unused daily amount of the facilities at a rate ranging from 0.20% and 0.30%, determined by the Company's leverage ratio. Amounts outstanding under the Revolving Facility are due at maturity on December 31, 2028, and advances under the Delayed Draw Facility are available for a period of 36 months from the date of the Credit Agreement, with each advance maturing 36 months after funding and subject to quarterly amortization requirements. The Credit Agreement contains various affirmative and negative covenants that are customary for transactions of this type, including limitations on the incurrence of debt and liabilities, as well as financial reporting requirements. The Credit Agreement also imposes certain financial covenants based on the following criteria: (a) Leverage Ratio and (b) Fixed Charge Coverage Ratio (each as defined in the Credit Agreement). All loans pursuant to the Credit Agreement are secured by a first-priority lien on substantially all of the personal property of the Company. See Note 7 – Revolving Credit Agreement to the Condensed Consolidated Financial Statements included in Item 1. Financial Information of this Report for details of the Credit Agreement.
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 26, 2026.
Not applicable.
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 March 31, 2026 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 March 31, 2026, 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 March 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II
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 March 31, 2026, 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.
The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 (and are numbered in accordance with Item 601 of Regulation S-K):
Exhibit No.
Description
Filed Herewith
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.
*
Furnished 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.
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.
Date: May 13, 2026
By:
/s/ Cameron Pforr
Cameron Pforr
Chief Executive Officer and Chief Financial Officer
(Principal Executive Officer and Principal Financial Officer)
/s/ Linda M. Biles
Linda M. Biles
Executive Vice President - Finance
(Principal Accounting Officer)