false 0001902314 0001902314 2023-11-09 2023-11-09
 
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):  November 9, 2023
 
M-TRON INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Charter)
 
Delaware
001-41391
46-0457994
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
2525 Shader Road, Orlando, FL
32804
(Address of Principal Executive Offices)
(Zip Code)
 
Registrant’s Telephone Number, Including Area Code: (407) 298-2000
 
 
(Former Name or Former Address, If Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange on which registered
Common Stock, par value $0.01
 
MPTI
 
NYSE American
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 
 

 
Item 2.02.         Results of Operations and Financial Condition.
 
The information contained in Item 7.01 is incorporated by reference into this Item 2.02.
 
Item 7.01.         Regulation FD Disclosure.
 
On November 9, 2023, M-Tron Industries, Inc. (the ”Company” or “MtronPTI”) issued a press release (the “Press Release”) announcing its earnings for the third quarter of 2023. Management will host an earnings call on Thursday, November 16, 2023.
 
MtronPTI's CEO, Michael Ferrantino and CFO, James Tivy will host the earnings call to present the Company's Q3, 2023 earnings and respond to investor questions.
 
The call will begin at 10:30 am Eastern Time (U.S. and Canada) on Thursday, November 16, 2023 and can be accessed using the dial-in details below:
 
Dial-In Details:
Toll-Free Dial-In Number:  (888) 440-4199
Toll Dial-In Number:  (646) 960-0818
 
Conference ID:  6978153
 
A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Item 9.01.         Financial Statements and Exhibits.
 
(d)         Exhibits
 
Exhibit No.
Description
   
99.1
   
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.
 
 
November 9, 2023
M-TRON INDUSTRIES, INC.
   
   
 
By:
/s/ James W. Tivy
   
Name:
James W. Tivy
   
Title:
Chief Financial Officer
 
 

Exhibit 99.1

logo.jpg

M-tron Industries, Inc. Reports Third Quarter 2023 Results and Announces Investor Call

 

ORLANDO, Florida (November 9, 2023)—M-tron Industries, Inc. (NYSE American: MPTI) (“Company” or “MtronPTI”) announced its financial results for the three and nine months ended September 30, 2023. Management will host an earnings call on Thursday, November 16, 2023 at 10:30am EST.

 

 

Revenue of $10.9 million for the three months ended September 30, 2023, was an increase of 29.4% compared to $8.4 million for the comparable prior year period. For the nine months ended September 30, 2023, revenue was $30.4 million, a 31.2% increase over the $23.2 million reported for the comparable prior year period.

  Gross margin was 42.8% for the three months ended September 30, 2023, compared to 32.4% for the comparable period in the prior year. Gross margins for the nine months ended September 30, 2023 were 39.2% compared to 35.6% for the comparable prior year period.
 

Basic and diluted net income for the three months ended September 30, 2023 was $0.59 and $0.57 per share, respectively, compared to $0.19 per share for the prior year quarter, and was $1.27 and $1.25 per share, respectively, for the nine months compared to $0.60 per share for the comparable prior year period.

 

Backlog of $50.3 million at September 30, 2023, an increase of $6.2 million or 14.1% compared to $44.1 million at September 30, 2022.

 

Adjusted EBITDA, a non-GAAP measure, was $2.3 million for the three months ended September 30, 2023 versus $0.9 million for the comparable prior year period. For the nine months, Adjusted EBITDA was $5.3 million compared to $2.9 million for the comparable prior year period.

 

Michael Ferrantino, MtronPTI’s Chief Executive Officer, stated, “MtronPTI and its employees performed very well during the third quarter, resulting in additional incremental revenues and improved profitability exceeding expectations. The commitment of MtronPTI and its employees to continued and profitable growth while supporting our customers' demands is unwavering.”

 

Results from Operations

 

Revenue for the three months ended September 30, 2023 increased $2.5 million, or 29.4%, to $10.9 million from $8.4 million for the three months ended September 30, 2022. Revenue for the nine months ended September 30, 2023 increased $7.2 million, or 31.2%, to $30.4 million from $23.2 million for the nine months ended September 30, 2022. The revenue increase reflects strong defense product shipments. Gross margin was 42.8% for the three months ended September 30, 2023, compared to 32.4% for the comparable period in the prior year, as a result of a favorable product mix. Gross margins for the nine months ended September 30, 2023 were 39.7% compared to 35.6% for the comparable prior year period benefiting from favorable product mix and the increase in business volume.

 

Backlog was $50.3 million at September 30, 2023 compared to $46.2 million at the beginning of the year and $44.1 million at the end of the third quarter of 2022. Backlog has generally increased during 2023 due to an increase in defense product orders. Supply chain constraints within the defense industry appear to be moderating but continue to push our customers to order in advance to secure product deliveries for their production requirements.

 

The Company reported operating income of $4,359,000 for the nine months ended September 30, 2023 compared to operating income of $2,047,000 for the nine months ended September 30, 2022. The increase reflects both higher revenue and higher margins impacted by favorable product mix, as described above. For the nine months ended September 30, 2023, engineering, selling and administrative costs increased $1,508,000 primarily as a result of $1,234,000 of administrative cost increases in the nine months ended September 30, 2023, which included public company costs of $735,000, increased salaries and employee benefits of $328,000, increased audit and tax costs of $97,000, and other miscellaneous cost increases of $74,000. The public company costs of $735,000 represent the incremental direct costs of being a public company, with no comparable amounts being recorded within the prior year when results were presented on a standalone basis.

 

Net income was $3,416,000 for the nine months ended September 30, 2023 compared to $1,608,000 for the nine months September 30, 2022. The increase for the nine months ended September 30, 2023 was primarily from the previously discussed items. Basic net income per share for the nine months ended September 30, 2023 and 2022 was $1.27 and $0.60, respectively. Diluted net income per share for the three months ended September 30, 2023 and 2022 was $0.57 and $0.19, respectively.

 

Adjusted EBITDA was $2,336,000 for the three months ended September 30, 2023 versus $876,000 for the three months ended September 30, 2022 which was reported on a standalone basis. Adjusted EBITDA was $5,295,000 for the nine months ended September 30, 2023 versus $2,894,000 for the nine months ended September 30, 2022. Note that adjusted EBITDA on a standalone basis for the three and nine months ended September 30, 2022 does not include any adjustments for the potential impact from the additional costs of being a publicly traded company.

 

Investor Call

 

MtronPTI's CEO, Michael Ferrantino and CFO, James Tivy will host an earnings call on Thursday, November 16, 2023 at 10:30am EST to discuss our Q3, 2023 earnings and respond to investor questions directly.

 

The call can be accessed using the following dial-in details:

Toll-Free Dial-In Number: (888) 440-4199

Toll Dial-In Number: (646) 960-0818

 

Conference ID: 6978153

 

An archive of the call will be available after the call on the Events and Presentations page on the Investor Relations section of MtronPTI’s website at https://ir.mtronpti.com/events-and-presentations/default.aspx, along with MtronPTI’s earnings press release.

 

 

 

 

M-tron Industries, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(Amounts in Thousands, Except Share and Per Share Amounts)

 

   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

 
   

2023

   

2022

   

2023

   

2022

 

REVENUES

  $ 10,888     $ 8,417     $ 30,395     $ 23,172  

Costs and expenses:

                               

Manufacturing cost of sales

    6,230       5,688       18,322       14,919  

Engineering, selling and administrative

    2,625       2,099       7,714       6,206  

OPERATING INCOME

    2,033       630       4,359       2,047  

Total other income (expense), net

    13       (16 )     (12 )     (47 )

INCOME BEFORE INCOME TAXES

    2,046       614       4,347       2,000  

Income tax provision (benefit)

    460       111       931       392  

NET INCOME

  $ 1,586     $ 503     $ 3,416     $ 1,608  
                                 

Number of basic shares

    2,703,840       2,676,469       2,693,400       2,676,469  

net income per basic share

  $ 0.59     $ 0.19     $ 1.27     $ 0.60  
                                 

Number of diluted shares

    2,759,780       2,676,469       2,739,819       2,676,469  

net income per diluted share

  $ 0.57     $ 0.19     $ 1.25     $ 0.60  

 

 

 

 

M-tron Industries, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(Amounts in Thousands)

 

   

September 30, 2023

   

December 31, 2022

 

ASSETS

               

Cash and cash equivalents

  $ 2,552     $ 926  

Accounts receivable, net

    5,031       5,197  

Inventories, net

    8,962       7,518  

Prepaid expenses and other current assets

    419       673  

Total Current Assets

    16,964       14,314  

Property, plant, and equipment, net

    3,635       3,647  

Right-of-use lease asset

    106       147  

Intangible assets, net

    58       98  

Deferred income taxes, net

    1,010       1,051  

Other assets, net

    12       16  

Total Assets

  $ 21,785     $ 19,273  

LIABILITIES AND STOCKHOLDERS' EQUITY

               

Total Current Liabilities

    3,992       4,856  

Long-Term Liabilities

    40       76  

Total Liabilities

    4,032       4,932  

Total Stockholders' Equity

    17,753       14,341  

Total Liabilities and Stockholders' Equity

  $ 21,785     $ 19,273  

 

 

 

Reconciliations of GAAP to Non-GAAP Measures

 

To supplement our consolidated financial statements presented on a GAAP (generally accepted accounting principles) basis, the Company uses certain non-GAAP measures, including Adjusted EBITDA, which we define as net income before income taxes adjusted to exclude depreciation and amortization expense, interest income and expense, stock-based compensation expense, and other items we believe are discrete events which have a significant impact on comparable GAAP measures and could distort an evaluation of our normal operating performance. These adjustments to our GAAP results are made with the intent of providing both management and investors with a more complete understanding of the underlying operational results and trends and our marketplace performance. 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.

 

Reconciliation of GAAP Income Before Income Taxes to Non-GAAP Adjusted EBITDA:

 

   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

 

(Amounts in thousands, except share amounts)

 

2023

   

2022

   

2023

   

2022

 

Income before income taxes

  $ 2,046     $ 614     $ 4,347     $ 2,000  

Interest expense

    (1 )     1       6       6  

Depreciation and amortization

    205       186       617       526  

Non-cash stock compensation

    86       75       297       362  

Excess Spin-off costs

                28        

Adjusted EBITDA

  $ 2,336     $ 876     $ 5,295     $ 2,894  

Basic per share information:

                               

Weighted average shares outstanding

    2,703,840       2,676,469       2,693,400       2,676,469  

Adjusted EBITDA per share

  $ 0.86     $ 0.33     $ 1.97     $ 1.08  

Diluted per share information:

                               

Weighted average shares outstanding

    2,759,780       2,676,469       2,739,819       2,676,469  

Adjusted EBITDA per share

  $ 0.85     $ 0.33     $ 1.93     $ 1.08  

 

 

 

About MtronPTI:

 

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

 

Forward Looking Statements

 

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

 

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

 

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

 

For further information, please contact:

 

M-tron Industries, Inc.:

 

Investor Relations:

James Tivy

ir@mtronpti.com

 

 
v3.23.3
Document And Entity Information
Nov. 09, 2023
Document Information [Line Items]  
Entity, Registrant Name M-TRON INDUSTRIES, INC.
Document, Type 8-K
Document, Period End Date Nov. 09, 2023
Entity, Incorporation, State or Country Code DE
Entity, File Number 001-41391
Entity, Tax Identification Number 46-0457994
Entity, Address, Address Line One 2525 Shader Road
Entity, Address, City or Town Orlando
Entity, Address, State or Province FL
Entity, Address, Postal Zip Code 32804
City Area Code 407
Local Phone Number 298-2000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.01
Trading Symbol MPTI
Security Exchange Name NYSE
Entity, Emerging Growth Company true
Entity, Ex Transition Period false
Amendment Flag false
Entity, Central Index Key 0001902314

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