false
0001902314
0001902314
2026-03-24
2026-03-24
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 24, 2026
|
M-tron Industries, Inc.
|
|
(Exact Name of Registrant as Specified in Charter)
|
|
Delaware
|
001-41391
|
46-0457994
|
|
(State or Other Jurisdiction of Incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
2525 Shader Road, Orlando, FL
|
32804
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
(407) 298-2000
Registrant’s Telephone Number, Including Area Code
| |
|
(Former Name or Former Address, If Changed Since Last Report)
|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
|
Common Stock, par value $0.01
|
|
MPTI
|
|
NYSE American
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☑
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|
Item 2.02.
|
Results of Operations and Financial Condition
|
On March 24, 2026, M-tron Industries, Inc. ("Mtron" or the "Company") reported its financial results for the fourth quarter and full fiscal year ended December 31, 2025. A copy of the press release containing this information is furnished as Exhibit 99.1 hereto and is incorporated by reference in this Item 2.02.
|
Item 7.01.
|
Regulation FD Disclosure
|
Management, including Mtron's Chief Executive Officer, Cameron Pforr, will host a conference call with the investment community on Thursday March 26, 2026, to discuss the Company's fourth quarter 2025 results and to answer investor questions.
The call will begin at 10:30 am Eastern Time (U.S. and Canada) on Thursday March 26, 2026, and can be accessed using the dial-in details below:
| |
Toll Free Dial-in Number:
|
(800) 715-9871
|
| |
Toll Dial-in Number: |
+1 (646) 307-1963
|
|
Item 9.01.
|
Financial Statements and Exhibits
|
(d) Exhibits
|
Exhibit No.
|
Description
|
| |
|
|
99.1
|
Press Release of M-tron Industries, Inc dated March 24, 2026.
|
| |
|
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
M-TRON INDUSTRIES, INC.
|
| |
(Registrant) |
| |
|
| Date: March 24, 2026 |
By:
|
/s/ Cameron Pforr
|
| |
|
Name:
|
Cameron Pforr
|
| |
|
Title:
|
Chief Executive Officer and Chief Financial Officer
|
Exhibit 99.1
M-tron Industries, Inc. Reports Fourth Quarter and Full Fiscal Year 2025 Results
Fourth Quarter 2025 Highlights
| |
•
|
Revenues were $14.2 million for the three months ended December 31, 2025 compared to $12.8 million for the three months ended December 31, 2024
|
| |
•
|
Gross margin were 46.9% for the three months ended December 31, 2025 compared to 47.2% for the three months ended December 31, 2024
|
| |
•
|
Net income per diluted share was $0.99 for the three months ended December 31, 2025 compared to $0.73 for the three months ended December 31, 2024
|
Fiscal Year 2025 Highlights
| |
•
|
Revenues were $54.4 million for the fiscal year ended December 31, 2025 compared to $49.0 million for the fiscal year ended December 31, 2024
|
| |
•
|
Gross margin was 44.4% for the fiscal year ended December 31, 2025 compared to 46.2% for the fiscal year ended December 31, 2024
|
| |
•
|
Net income per diluted share was $2.62 for the fiscal year ended December 31, 2025 compared to $2.65 for the fiscal year ended December 31, 2024
|
| |
•
|
Backlog increased 61.8% to $76.4 million as of December 31, 2025 from $47.2 million as of December 31, 2024
|
ORLANDO, Florida (March 24, 2026) — M-tron Industries, Inc. (NYSE American: MPTI) ("Mtron" or the "Company"), a U.S.-based designer and manufacturer of highly-engineered electronic components and solutions for the aerospace and defense, avionics, and space industries, announced strong financial results for the fourth quarter and full fiscal year ended December 31, 2025.
Cameron Pforr, Chief Executive Officer, said: "We delivered another year of strong top-line performance, with revenues increasing 11.2% over 2024, which extended our record of annual revenue growth since the Company's IPO in October 2022. The growth in revenues was fueled by a significant increase in our backlog, which grew 61.9% to $76.4 million as of December 31, 2025. This reflects the continued demand for our products and solutions and the strength of our relationship with our customers.
"While 2025 gross margin was lower than 2024, gross margin has improved for three consecutive quarters to 46.9%, which we believe more accurately reflects the underlying strength of our business.
"We also significantly strengthened our balance sheet with a successful warrant exercise, resulting in the issuance of 470,205 shares of common stock in 2025, with an additional 112,028 issued via the oversubscription privilege in January 2026. In aggregate, the warrants generated approximately $27.5 million of incremental cash, providing us with increased financial flexibility to pursue strategic acquisitions that align with our long-term growth strategy."
| |
|
Three Months Ended December 31,
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|
(in thousands, except share data)
|
|
2025
|
|
2024
|
|
% Change
|
|
2025
|
|
2024
|
|
% Change
|
|
U.S. GAAP Financial Measures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$ |
14,233 |
|
|
$ |
12,805 |
|
|
|
11.2 |
% |
|
$ |
54,417 |
|
|
$ |
49,012 |
|
|
|
11.0 |
% |
|
Gross margin
|
|
|
46.9 |
% |
|
|
47.2 |
% |
|
|
-0.8 |
% |
|
|
44.4 |
% |
|
|
46.2 |
% |
|
|
-3.9 |
% |
|
Net income
|
|
$ |
3,425 |
|
|
$ |
2,139 |
|
|
|
60.1 |
% |
|
$ |
8,447 |
|
|
$ |
7,636 |
|
|
|
10.6 |
% |
|
Net income per diluted share
|
|
$ |
0.99 |
|
|
$ |
0.73 |
|
|
|
36.0 |
% |
|
$ |
2.62 |
|
|
$ |
2.65 |
|
|
|
-1.1 |
% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Financial Measures (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
|
$ |
4,485 |
|
|
$ |
3,056 |
|
|
|
46.8 |
% |
|
$ |
12,582 |
|
|
$ |
11,141 |
|
|
|
12.9 |
% |
|
(a)
|
A reconciliation of non-GAAP financial measures to the most comparable GAAP measure is provided at the end of this press release.
|
Results from Operations
Fourth Quarter 2025
Revenue was $14.2 million in the fourth quarter of 2025 compared with $12.8 million in the fourth quarter of 2024. The increase was primarily due to higher sales related to continued strong defense program product and solution shipments, as well as an increase in shipments in the avionics sector.
Gross margin was 46.9% in the fourth quarter of 2025 compared with 47.2% in the fourth quarter of 2024. The decrease was primarily due to higher-tariffs related costs.
Net income was $3.4 million, or $0.99 per diluted share, in the fourth quarter of 2025 compared with $2.1 million, or $0.73 per diluted share, in the fourth quarter of 2024. The increase was primarily due to the increase in revenues discussed above, lower engineering, selling and administrative expenses as a percent of revenue, and a decrease in incentive compensation driven by the reversal of prior accruals partially offset by the decrease in gross margin discussed above.
Adjusted EBITDA was $4.5 million in the fourth quarter of 2025 compared with $3.1 million in the fourth quarter of 2024. The increase was primarily due to higher revenues and lower engineering, selling and administrative expenses discussed above partially offset by the decrease in gross margin discussed above.
Fiscal Year 2025
Revenue was $54.4 million in 2025 compared with $49.0 million in 2024. The increase was primarily due to higher sales related to continued strong defense program product and solution shipments as well as an increase in shipments in the avionics and industrials sectors.
Gross margin was 44.4% in 2025 compared with 46.2% in 2024. The decrease was primarily due to product mix and higher tariff-related costs.
Net income was $8.4 million, or $2.62 per diluted share, in 2025 compared with $7.6 million, or $2.65 per diluted share, in 2024. The increase was primarily due to the increase revenues discussed above partially offset by higher manufacturing cost of sales.
Adjusted EBITDA was $12.6 million in 2025 compared with $11.1 million in 2024. The increase was primarily due to higher revenues, continued operating leverage, and lower incentive compensation partially offset by lower gross margins discussed above. Adjusted EBITDA in 2024 included bonus expense of approximately 3.0% of revenues, which was not incurred in 2025.
Backlog
Backlog was $76.4 million as of December 31, 2025 compared to $47.2 million as of December 31, 2024. The increase reflects the continued strategy and focus on securing large, long duration program centric business, which can materially affect backlog to the timing and size of these orders. In addition, in 2025, the Company closed several multi-year orders, which extends our backlog out through 2028.
Investor Call
Management, including Mr. Pforr, will host a conference call with the investment community on Thursday, March 26, 2026, to discuss the Company's fourth quarter 2025 results and to respond to investor questions.
The call will begin at 10:30 a.m. Eastern Time (U.S. and Canada) on Thursday, March 26, 2026, and can be accessed using the dial-in details below:
|
Toll-Free Dial-in Number:
|
(800) 715-9871
|
|
Toll Dial-in Number:
|
+1 (646) 307-1963
|
An archive will be available after the call on the Investor Relations section of Mtron’s website at ir.mtron.com, along with Mtron's earnings release.
About Mtron
M-tron Industries, Inc. (NYSE American: MPTI) was originally founded in 1965 and designs, manufactures and markets highly engineered, high reliability frequency and spectrum control products and solutions. As an engineering-centric company, Mtron provides close support to its customers throughout our products’ entire life cycle, including product design, prototyping, production and subsequent product upgrades. Mtron has design and manufacturing facilities in Orlando, Florida and Yankton, South Dakota, a sales office in Hong Kong, and a manufacturing facility in Noida, India. For more information, visit www.mtron.com.
Cautionary Note Concerning Forward Looking Statements
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, such as those pertaining to the uncertain financial impact of COVID-19 and the Company's financial condition, results of operations, business strategy and financial needs. All statements other than statements of current or historical fact contained in this press release are forward-looking statements. The words "believe," "expect," "anticipate," "should," "plan," "will," "may," "could," "intend," "estimate," "predict," "potential," "continue" or the negative of these terms and similar expressions, as they relate to Mtron, are intended to identify forward-looking statements.
These forward-looking statements are largely based on current expectations and projections about future events and financial trends that may affect the financial condition, results of operations, business strategy and financial needs of the Company. They can be affected by inaccurate assumptions, including the risks, uncertainties and assumptions described in the filings made by Mtron with the Securities and Exchange Commission (the "SEC"), including those risks set forth under the heading "Risk Factors" in the Company’s most recent Annual Report on Form 10-K and subsequent filings with the as filed with the SEC. In light of these risks, uncertainties and assumptions, the forward-looking statements in this press release may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. When you consider these forward-looking statements, you should keep in mind these risk factors and other cautionary statements in this press release.
These forward-looking statements speak only as of the date of this press release. Mtron undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
###
Contact:
M-tron Industries, Inc. Investor Relations
ir@mtron.com
Cameron Pforr
Chief Executive Officer
M-tron Industries, Inc.
Consolidated Statements of Operations
(Unaudited)
| |
|
Three Months Ended December 31,
|
|
Fiscal Year Ended December 31,
|
|
(in thousands, except share data)
|
|
2025
|
|
2024
|
|
2025
|
|
2024
|
|
Revenues
|
|
$ |
14,233 |
|
|
$ |
12,805 |
|
|
$ |
54,417 |
|
|
$ |
49,012 |
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Manufacturing cost of sales
|
|
|
7,562 |
|
|
|
6,755 |
|
|
|
30,269 |
|
|
|
26,372 |
|
|
Engineering, selling and administrative
|
|
|
2,787 |
|
|
|
3,473 |
|
|
|
13,857 |
|
|
|
13,246 |
|
|
Total costs and expenses
|
|
|
10,349 |
|
|
|
10,228 |
|
|
|
44,126 |
|
|
|
39,618 |
|
|
Operating income
|
|
|
3,884 |
|
|
|
2,577 |
|
|
|
10,291 |
|
|
|
9,394 |
|
|
Other income, net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income, net
|
|
|
161 |
|
|
|
104 |
|
|
|
539 |
|
|
|
243 |
|
|
Other income, net
|
|
|
37 |
|
|
|
77 |
|
|
|
124 |
|
|
|
138 |
|
|
Total other income, net
|
|
|
198 |
|
|
|
181 |
|
|
|
663 |
|
|
|
381 |
|
|
Income before income taxes
|
|
|
4,082 |
|
|
|
2,758 |
|
|
|
10,954 |
|
|
|
9,775 |
|
|
Income tax provision
|
|
|
657 |
|
|
|
619 |
|
|
|
2,507 |
|
|
|
2,139 |
|
|
Net income
|
|
$ |
3,425 |
|
|
$ |
2,139 |
|
|
$ |
8,447 |
|
|
$ |
7,636 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
1.16 |
|
|
$ |
0.76 |
|
|
$ |
2.94 |
|
|
$ |
2.78 |
|
|
Diluted
|
|
$ |
0.99 |
|
|
$ |
0.73 |
|
|
$ |
2.62 |
|
|
$ |
2.65 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
2,942,010 |
|
|
|
2,811,502 |
|
|
|
2,873,256 |
|
|
|
2,748,186 |
|
|
Diluted
|
|
|
3,444,788 |
|
|
|
2,925,348 |
|
|
|
3,226,259 |
|
|
|
2,883,944 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
M-tron Industries, Inc.
Consolidated Balance Sheets
(Unaudited)
|
(in thousands, except share data)
|
|
December 31, 2025
|
|
December 31, 2024
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
20,891 |
|
|
$ |
12,641 |
|
|
Accounts receivable, net of allowances of $204 and $182, respectively
|
|
|
6,656 |
|
|
|
6,842 |
|
|
Inventories, net
|
|
|
9,673 |
|
|
|
9,509 |
|
|
Prepaid expenses and other current assets
|
|
|
1,662 |
|
|
|
760 |
|
|
Warrant exercise receivable
|
|
|
22,335 |
|
|
|
— |
|
|
Total current assets
|
|
|
61,217 |
|
|
|
29,752 |
|
|
Property, plant, and equipment, net
|
|
|
6,514 |
|
|
|
5,061 |
|
|
Right-of-use lease asset
|
|
|
217 |
|
|
|
9 |
|
|
Intangible assets, net
|
|
|
40 |
|
|
|
40 |
|
|
Deferred income tax asset
|
|
|
272 |
|
|
|
1,695 |
|
|
Other assets
|
|
|
123 |
|
|
|
3 |
|
|
Total assets
|
|
$ |
68,383 |
|
|
$ |
36,560 |
|
| |
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
4,891 |
|
|
|
5,216 |
|
|
Non-current liabilities
|
|
|
277 |
|
|
|
— |
|
|
Total liabilities
|
|
|
5,168 |
|
|
|
5,216 |
|
| |
|
|
|
|
|
|
|
|
|
Total stockholders' equity
|
|
|
63,215 |
|
|
|
31,272 |
|
|
Total liabilities and stockholders' equity
|
|
$ |
68,383 |
|
|
$ |
36,488 |
|
Non-GAAP Financial Measures
Throughout this press release, including the results from operations, the Company presents its financial condition and results of operations in the way it believes will be most meaningful and representative of its business results. Some of the measurements the Company uses are "Non-GAAP financial measures" under SEC rules and regulations. The non-GAAP financial measures the Company presents are listed below and may not be comparable to similarly-named measures reported by other companies. the reconciliations of such measures to the most comparable GAAP measures in accordance with Regulation G are included within the relevant tables attached to this press release. The presentation of this additional information is not meant to be considered in isolation or as a substitute for net earnings or diluted earnings per share prepared in accordance with GAAP.
The Company uses the following operating performance measure because the Company believes it provides both management and investors with a more complete understanding of the underlying operational results and trends and our marketplace performance:
Adjusted EBITDA is derived by excluding the items set forth below from Income before income taxes. Excluded items include the following:
| |
•
|
Non-cash stock-based compensation
|
| |
•
|
Other discrete items that might have a significant impact on comparable GAAP measures and could distort the evaluation of our normal operating performance
|
Reconciliation of GAAP Income Before Income Taxes to Non-GAAP Adjusted EBITDA
| |
|
Three Months Ended December 31,
|
|
Year Ended December 31,
|
|
(in thousands, except share data)
|
|
2025
|
|
2024
|
|
2025
|
|
2024
|
|
Income before income taxes
|
|
$ |
4,082 |
|
|
$ |
2,758 |
|
|
$ |
10,954 |
|
|
$ |
9,775 |
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income, net
|
|
|
(161 |
) |
|
|
(104 |
) |
|
|
(539 |
) |
|
|
(243 |
) |
|
Depreciation
|
|
|
286 |
|
|
|
251 |
|
|
|
1,086 |
|
|
|
968 |
|
|
Amortization
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5 |
|
|
Total adjustments
|
|
|
125 |
|
|
|
147 |
|
|
|
547 |
|
|
|
730 |
|
|
EBITDA
|
|
|
4,207 |
|
|
|
2,905 |
|
|
|
11,501 |
|
|
|
10,505 |
|
|
Non-cash stock compensation
|
|
|
278 |
|
|
|
151 |
|
|
|
1,081 |
|
|
|
636 |
|
|
Adjusted EBITDA
|
|
$ |
4,485 |
|
|
$ |
3,056 |
|
|
$ |
12,582 |
|
|
$ |
11,141 |
|