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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
 
November 1, 2024
Date of Report (Date of earliest event reported)
 
inTEST Corporation
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)
1-36117
(Commission File Number)
22-2370659
(I.R.S. Employer Identification No.)
 
804 East Gate Drive, Suite 200, Mt. Laurel, New Jersey 08054
(Address of Principal Executive Offices, including zip code)
 
(856) 505-8800
(Registrant's Telephone Number, including area code)
 
N/A
(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
Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share
INTT
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 November 1, 2024, inTEST Corporation (the "Company") issued a press release regarding its financial results for the third quarter ended September 30, 2024.
 
The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under such section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01.    Financial Statements and Exhibits
 
(d) Exhibits
 
Exhibit No.
Description
99.1
104
Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.
 
 

 


 
SIGNATURE
 
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.
 
 
 
inTEST CORPORATION
By:
/s/ Duncan Gilmour
Duncan Gilmour
Chief Financial Officer, Treasurer and Secretary
 
Date:   November 1, 2024
 
 
 
EX-99.1 2 ex_741038.htm EXHIBIT 99.1 ex_741038.htm
 

Exhibit 99.1

logo.jpg
NEWS RELEASE
   

 

804 East Gate Drive, Suite 200, Mount Laurel, NJ 08054

 

FOR IMMEDIATE RELEASE

 

inTEST Achieves 46.3% Gross Margin for Third Quarter 2024

 

 

Gross margin expanded 570 basis points compared with the second quarter 2024 on $3.7 million less revenue; third quarter revenue was $30.3 million

 

 

Operating income increased sequentially by $0.2 million and operating margin expanded 60 basis points on improved mix, cost actions and operational execution

 

 

Orders1 grew 5% year-over-year and 7% sequentially to $28.1 million; Alfamation orders improved 21% sequentially

 

 

Earnings per diluted share was $0.04 while adjusted earnings per diluted share2 was $0.10

 

 

Generated $4.2 million in cash from operations in the quarter; paid down $5.3 million in debt and repurchased $1 million in shares

 

MT. LAUREL, NJ – November 1, 2024 -- inTEST Corporation (NYSE American: INTT), a global supplier of innovative test and process technology solutions for use in manufacturing and testing in key target markets which include automotive/EV, defense/aerospace, industrial, life sciences, security, and semiconductor (“semi”), today announced financial results for the quarter ended September 30, 2024. Results include Alfamation S.p.A. (“acquisition” or “Alfamation”) from the date of the acquisition, which was March 12, 2024. Alfamation is included in the Electronic Test division.

 

Nick Grant, President and CEO, commented, “We delivered a solid quarter with revenue somewhat below our expectations although we delivered better than forecasted margins. While we had approximately $2 million in shipments that were delayed into the fourth quarter, we had better mix compared with the trailing second quarter primarily due to semi shipments being more heavily weighted toward backend test. In addition, we have taken out costs to better align with current market conditions. Importantly, we generated cash from operations and, given our financial flexibility, we both paid down debt and repurchased shares. We believe that investing in our business is a great use of capital.”

 

He added, “The team continues to execute on our strategy. We are adding new customers, continue to optimize our channels to market and are driving innovation. While our visibility is limited given market conditions, we are encouraged with what appears to be some stabilization in our targeted industries as orders gradually improved through the quarter. We expect demand for our induction heating technology for front-end semi will lag recovery in our other markets but remain excited about the underlying fundamentals that will drive long term growth for these solutions. We believe the appeal of our engineered solutions, the diversification in our target markets and our success with scaling the business through acquisitions has provided relative stability in revenue and the ability to generate profits through industry cycles.”

 


1 Orders and backlog are key performance metrics. See “Key Performance Indicators” below for important disclosures regarding inTEST’s use of these metrics.

2 Adjusted earnings per diluted share is a non-GAAP financial measure.  Further information can be found under “Non-GAAP Financial Measures.”  See also the reconciliations of GAAP financial measures to non-GAAP financial measures that accompany this press release.

 

-MORE-
 

inTEST Achieves 46.3% Gross Margin for Third Quarter 2024

Page 2 of 12

November 1, 2024

 

Third Quarter 2024 Review (see revenue by market and by segments in accompanying tables)

 

   

Three Months Ended

 

($ in 000s)

         

As Restated

   

Change

           

Change

 
   

9/30/2024

   

9/30/2023

   

$

   

%

   

6/30/2024

   

$

   

%

 

Revenue

  $ 30,272     $ 30,941     $ (669 )     -2.2 %   $ 33,991     $ (3,719 )     -10.9 %

Gross profit

  $ 14,012     $ 14,447     $ (435 )     -3.0 %   $ 13,797     $ 215       1.6 %

Gross margin

    46.3 %     46.7 %                     40.6 %                

Operating expenses (incl. intangible amort.)

  $ 13,525     $ 11,979     $ 1,546       12.9 %   $ 13,461     $ 64       0.5 %

Operating income

  $ 487     $ 2,468     $ (1,981 )     -80.3 %   $ 336     $ 151       44.9 %

Operating margin

    1.6 %     8.0 %                     1.0 %                

Net earnings

  $ 495     $ 2,277     $ (1,782 )     -78.3 %   $ 230     $ 265       115.2 %

Net margin

    1.6 %     7.4 %                     0.7 %                

Earnings per diluted share (“EPS”)

  $ 0.04     $ 0.19     $ (0.15 )     -78.9 %   $ 0.02     $ 0.02       100.0 %

Adjusted net earnings (Non-GAAP)3

  $ 1,216     $ 2,707     $ (1,491 )     -55.1 %   $ 959     $ 257       26.8 %

Adjusted EPS (Non-GAAP)3

  $ 0.10     $ 0.22     $ (0.12 )     -54.5 %   $ 0.08     $ 0.02       25.0 %

Adjusted EBITDA (Non-GAAP)3

  $ 2,441     $ 3,768     $ (1,327 )     -35.2 %   $ 2,154     $ 287       13.3 %

Adjusted EBITDA margin (Non-GAAP)2

    8.1 %     12.2 %                     6.3 %                

 

Sequentially, revenue was $3.7 million lower primarily due to shipments that were delayed into the fourth quarter for automated test systems and induction heating technologies. Revenue from semi, industrial and other markets demonstrated improving trends. Particularly in semi, revenue growth in back-end outpaced the decline in front-end.

 

Sequentially, gross profit of $14.0 million and gross margin of 46.3% improved despite lower revenue on better mix and cost actions. Higher sales of back-end semi test equipment, battery and flying probe automated test systems as well as improved operating efficiencies across most businesses contributed to the margin expansion. Operating income and margin improved reflecting mix and cost containment measures.

 

Year-over-year, third quarter revenue decreased $0.7 million. Alfamation contributed $5.4 million in revenue. Helping to offset the $7.1 million decline in semi revenue was $4.5 million growth in auto/EV,
$1.1 million increase in industrial revenue and $1.3 million increase in revenue for other markets.

 

Year-over-year, gross margin contracted 40-basis points primarily due to lower volume of the organic business and the impact of Alfamation. Operating expenses increased $1.5 million over the prior-year period. The $1.9 million incremental operating expenses related to Alfamation and the additional $0.5 million in amortization were partially offset by cost reduction efforts and reduced corporate development costs.

 

Net earnings for the quarter of $0.5 million, or $0.04 per diluted share, improved from $0.2 million, or $0.02 per diluted share in the trailing quarter. Adjusted net earnings (Non-GAAP)3 were $1.2 million, or $0.10 adjusted EPS (Non-GAAP) 3 compared with $1.0 million, or $0.08 adjusted EPS (Non-GAAP)3 in the second quarter of 2024.

 

Balance Sheet and Cash Flow Review

 

During the quarter, the Company generated $4.2 million in cash from operations. Cash and cash equivalents at the end of the third quarter of 2024 were $18.0 million, down $2.4 million from the end of the second quarter of 2024 reflecting cash used for debt reduction and share repurchases. During the quarter, the Company repaid approximately $5.3 million in debt and invested $1.0 million to acquire 141,117 shares at an average price of $7.38 per share. Capital expenditures were $0.5 million in the third quarter of 2024, similar to the prior-year period.

 


3 Adjusted net earnings, adjusted EPS, adjusted EBITDA, and adjusted EBITDA margin are non-GAAP financial measures. Further information can be found under “Non-GAAP Financial Measures.” See also the reconciliations of GAAP financial measures to non-GAAP financial measures that accompany this press release.

 

-MORE-
 

 

At quarter end, total debt was $16.1 million, down $5.0 million from June 30, 2024, which included the impact of the change in foreign exchange rates. At September 30, 2024, the Company had $30 million available under its delayed draw term loan facility and no borrowings under the $10 million revolving credit facility.

 

Third Quarter 2024 Orders and Backlog1 (see orders by market in accompanying tables)

 

   

Three Months Ended

 

($ in 000s)

                 

Change

           

Change

 
   

9/30/2024

   

9/30/2023

   

$

   

%

   

6/30/2024

   

$

   

%

 

Orders

  $ 28,054     $ 26,854     $ 1,200       4.5 %   $ 26,182     $ 1,872       7.1 %

Backlog (at quarter end)*

  $ 45,454     $ 40,491     $ 4,963       12.3 %   $ 47,672     $ (2,218 )     -4.7 %

 

*Backlog as of 9/30/23 as restated

 

Third quarter orders of $28.1 million, including $3.9 million in orders attributable to Alfamation, grew 5% versus the prior-year period, and improved 7%, or $1.9 million, compared with the second quarter of 2024. The year-over-year increase reflects general strength across most markets although the semi market remains soft with $5.3 million, or 41%, lower orders. Orders from auto/EV, including Alfamation, increased $4.1 million, defense/aerospace increased $1.4 million, industrial grew $0.6 million, and other markets grew $1.9 million.

 

Sequentially, the 7% increase in orders reflects increases in auto/EV, defense/aerospace, security and other markets more than offsetting weakness in semi, industrial and life sciences.

 

Backlog at September 30, 2024, was $45.5 million and included $14.7 million of backlog associated with Alfamation. Approximately 42% of the backlog is expected to ship beyond the fourth quarter of 2024.

 

Fourth Quarter and Full Year 2024 Outlook

 

The Company has tightened the overall range of its expectations for the full year and is providing its fourth quarter financial guidance as shown in the table below. The Company continues to expect the effective tax rate for the year to be approximately 17% to 19%.

 

Fourth quarter 2024 interest expense is expected to be approximately $210,000. EPS and adjusted EPS (Non-GAAP)3 at the mid-point of the estimates for the quarter are approximately $0.08 and $0.14, respectively and is based on approximately 12,150,000 weighted average shares. Capital expenditures are expected to continue to be approximately 1% to 2% of revenue.

 

(As of November 1, 2024)

Fourth Quarter Guidance

Full Year Guidance

Revenue

$34 million to $37 million

$128 million to $131 million

Gross margin

Approximately 42%

42% to 43%

Operating expenses

Approximately $13.5 million

Approximately $53 million

Intangible asset amort expense

Approximately $0.9 million

Approximately $3.3 million

Intangible asset amort exp. After tax

Approximately $0.7 million

Approximately $2.7 million

 

The foregoing guidance is based on management’s current views with respect to operating and market conditions and customers’ forecasts. It also assumes macroeconomic conditions remain unchanged through the end of the year. Actual results may differ materially from what is provided here today as a result of, among other things, the factors described under “Forward-Looking Statements” below. Further information about non-GAAP measures can be found under “Non-GAAP Financial Measures” and the reconciliations of GAAP financial measures to non-GAAP financial measures that accompany this press release.

 

-MORE-
 

 

Conference Call and Webcast

 

The Company will host a conference call and webcast today at 8:30 a.m. ET. During the conference call, management will review the financial and operating results and discuss inTEST’s corporate strategy and outlook. A question-and-answer session will follow. To listen to the live call, dial (201) 689-8263. In addition, the webcast and slide presentation may be found at intest.com/investor-relations.

 

A telephonic replay will be available from 12:30 p.m. ET on the day of the call through Friday, November 8, 2024. To listen to the archived call, dial (412) 317-6671 and enter replay pin number 13749100. The webcast replay can be accessed via the investor relations section of intest.com, where a transcript will also be posted once available.

 

About inTEST Corporation

 

inTEST Corporation is a global supplier of innovative test and process technology solutions for use in manufacturing and testing in key target markets including automotive/EV, defense/aerospace, industrial, life sciences, and security, as well as both the front-end and back-end of the semiconductor manufacturing industry. Backed by decades of engineering expertise and a culture of operational excellence, inTEST solves difficult thermal, mechanical, and electronic challenges for customers worldwide while generating strong cash flow and profits. inTEST’s strategy leverages these strengths to grow organically and with acquisitions through the addition of innovative technologies, deeper and broader geographic reach, and market expansion. For more information, visit https://www.intest.com/.

 

Non-GAAP Financial Measures and Forward-Looking Non-GAAP Financial Measures

 

In addition to disclosing results that are determined in accordance with generally accepted accounting practices in the United States (“GAAP”), we also disclose non-GAAP financial measures. These non-GAAP financial measures consist of adjusted net earnings, adjusted earnings per diluted share (adjusted EPS), adjusted EBITDA, and adjusted EBITDA margin.

 

Definition of Non-GAAP Measures

 

The Company defines these non-GAAP measures as follows:

 

Adjusted net earnings is derived by adding acquired intangible amortization, adjusted for the related income tax expense (benefit), to net earnings.

 

Adjusted earnings per diluted share (adjusted EPS) is derived by dividing adjusted net earnings by diluted weighted average shares outstanding.

 

Adjusted EBITDA is derived by adding acquired intangible amortization, net interest expense, income tax expense, depreciation, and stock-based compensation expense to net earnings.

 

Adjusted EBITDA margin is derived by dividing adjusted EBITDA by revenue.

 

These results are provided as a complement to the results provided in accordance with GAAP. Adjusted net earnings and adjusted earnings per diluted share (adjusted EPS) are non-GAAP financial measures presented to provide investors with meaningful, supplemental information regarding our baseline performance before acquired intangible amortization charges as management believes this expense may not be indicative of our underlying operating performance. Adjusted EBITDA and adjusted EBITDA margin are non-GAAP financial measures presented primarily as a measure of liquidity as they exclude non-cash charges for acquired intangible amortization, depreciation and stock-based compensation. In addition, adjusted EBITDA and adjusted EBITDA margin also exclude the impact of interest income or expense and income tax expense or benefit, as management believes these expenses may not be indicative of our underlying operating performance.

 

Management’s Use of Non-GAAP Measures

 

The non-GAAP financial measures presented in this press release are used by management to make operational decisions, to forecast future operational results, and for comparison with our business plan, historical operating results and the operating results of our peers. Reconciliations from net earnings and earnings per diluted share (EPS) to adjusted net earnings and adjusted earnings per diluted share (adjusted EPS) and from net earnings and net margin to adjusted EBITDA and adjusted EBITDA margin, are contained in the tables below.

 

-MORE-
 

 

Limitations of adjusted net earnings, adjusted earnings per diluted share (adjusted EPS), adjusted EBITDA, and adjusted EBITDA margin

 

Each of our non-GAAP measures have limitations as analytical tools. They should not be viewed in isolation or as a substitute for GAAP measures of earnings or cash flows. Limitations may include the cash portion of interest expense, income tax (benefit) provision, charges related to intangible asset amortization and stock-based compensation expense. These items could significantly affect our financial results.

 

Management believes these Non-GAAP financial measures are important in evaluating our performance, results of operations, and financial position. We use non-GAAP financial measures to supplement our GAAP results to provide a more complete understanding of the factors and trends affecting our business.

 

Adjusted net earnings, adjusted earnings per diluted share (adjusted EPS), adjusted EBITDA, and adjusted EBITDA margin are not alternatives to net earnings, earnings per diluted share or margin as calculated and presented in accordance with GAAP. As such, they should not be considered or relied upon as substitutes or alternatives for any such GAAP financial measure. We strongly urge you to review the reconciliations of adjusted net earnings, adjusted earnings per diluted share (adjusted EPS), adjusted EBITDA, and adjusted EBITDA margin along with our financial statements included elsewhere in this press release. We also strongly urge you not to rely on any single financial measure to evaluate our business. In addition, because adjusted net earnings, adjusted earnings per diluted share (adjusted EPS), adjusted EBITDA, and adjusted EBITDA margin are not measures of financial performance under GAAP and are susceptible to varying calculations, the adjusted net earnings, adjusted earnings per diluted share (adjusted EPS), adjusted EBITDA, and adjusted EBITDA margin measures as presented in this press release may differ from and may not be comparable to similarly titled measures used by other companies.

 

Forward-Looking Non-GAAP Financial Measures

 

This release includes certain forward-looking non-GAAP financial measures, including estimated adjusted earnings per diluted share (estimated adjusted EPS). We have provided these non-GAAP measures for future guidance for the same reasons that were outlined above for historical non-GAAP measures.

 

We have reconciled non-GAAP forward-looking estimated adjusted EPS to its most directly comparable GAAP measure. The reconciliation from estimated net earnings per diluted share (EPS) to estimated adjusted EPS is contained in the table below.

 

Key Performance Indicators

 

In addition to the foregoing non-GAAP measures, management uses orders and backlog as key performance metrics to analyze and measure the Company’s financial performance and results of operations. Management uses orders and backlog as measures of current and future business and financial performance, and these may not be comparable with measures provided by other companies. Orders represent written communications received from customers requesting the Company to provide products and/or services. Backlog is calculated based on firm purchase orders we receive for which revenue has not yet been recognized. Management believes tracking orders and backlog are useful as it often is a leading indicator of future performance. In accordance with industry practice, contracts may include provisions for cancellation, termination, or suspension at the discretion of the customer.

 

Given that each of orders and backlog are operational measures and that the Company’s methodology for calculating orders and backlog does not meet the definition of a non-GAAP measure, as that term is defined by the U.S. Securities and Exchange Commission, a quantitative reconciliation for each is not required or provided.

 

-MORE-
 

 

Forward-Looking Statements

 

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These statements do not convey historical information but relate to predicted or potential future events and financial results, such as statements of the Company’s plans, strategies and intentions, or our future performance or goals, that are based upon management’s current expectations. These forward-looking statements can often be identified by the use of forward-looking terminology such as “appears,” “believe,” “continue,” “could,” “expects,” “guidance,” “may,” “outlook,” “will,” “should,” “plan,” “potential,” “forecasts,” “target,” “estimates,” or similar terminology. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such risks and uncertainties include, but are not limited to, any mentioned in this press release as well as the Company’s ability to execute on its 5-Point Strategy, realize the potential benefits of acquisitions and successfully integrate any acquired operations, grow the Company’s presence in its key target and international markets, manage supply chain challenges, convert backlog to sales and to ship product in a timely manner; the success of the Company’s strategy to diversify its markets; the impact of inflation on the Company’s business and financial condition; indications of a change in the market cycles in the semi market or other markets served; changes in business conditions and general economic conditions both domestically and globally including rising interest rates and fluctuation in foreign currency exchange rates; changes in the demand for semiconductors; access to capital and the ability to borrow funds or raise capital to finance potential acquisitions or for working capital; changes in the rates and timing of capital expenditures by the Company’s customers; and other risk factors set forth from time to time in the Company’s Securities and Exchange Commission filings, including, but not limited to, the Annual Report on Form 10-K for the year ended December 31, 2023. Any forward-looking statement made by the Company in this press release is based only on information currently available to management and speaks to circumstances only as of the date on which it is made. The Company undertakes no obligation to update the information in this press release to reflect events or circumstances after the date hereof or to reflect the occurrence of anticipated or unanticipated events, except as required by law.

 

 

Contacts:

 

inTEST Corporation

Investors:

Duncan Gilmour

Deborah K. Pawlowski

Chief Financial Officer and Treasurer

Alliance Advisors IR

Tel: (856) 505-8999

dpawlowski@allianceadvisors.com 

 

Tel: (716) 843-3908

 

 

 

– FINANCIAL TABLES FOLLOW –

 

-MORE-
 

 

inTEST CORPORATION

Consolidated Statements of Operations

(In thousands, except share and per share data)

(Unaudited)

 

   

Three Months Ended
September 30,

   

Nine Months Ended
September 30,

 
   

2024

   

2023

   

2024

   

2023

 
           

As Restated

           

As Restated

 
                                 

Revenue

  $ 30,272     $ 30,941     $ 94,087     $ 95,418  

Cost of revenue

    16,260       16,494       53,202       50,889  

Gross profit

    14,012       14,447       40,885       44,529  
                                 

Operating expenses:

                               

Selling expense

    4,281       4,295       12,976       13,411  

Engineering and product development expense

    2,182       1,802       6,382       5,689  

General and administrative expense

    7,062       5,882       20,212       16,099  

Total operating expenses

    13,525       11,979       39,570       35,199  
                                 

Operating income

    487       2,468       1,315       9,330  

Interest expense

    (219 )     (168 )     (612 )     (526 )

Other income

    301       423       949       678  
                                 

Earnings before income tax expense

    569       2,723       1,652       9,482  

Income tax expense

    74       446       265       1,595  
                                 

Net earnings

  $ 495     $ 2,277     $ 1,387     $ 7,887  
                                 

Earnings per common share - basic

  $ 0.04     $ 0.19     $ 0.11     $ 0.70  
                                 

Weighted average common shares outstanding - basic

    12,189,761       11,886,005       12,150,240       11,294,306  
                                 

Earnings per common share - diluted

  $ 0.04     $ 0.19     $ 0.11     $ 0.68  
                                 

Weighted average common shares and common share equivalents outstanding - diluted

    12,251,712       12,212,317       12,246,763       11,665,850  

 

-MORE-
 

inTEST Achieves 46.3% Gross Margin for Third Quarter 2024

Page 8 of 12

November 1, 2024

 

inTEST CORPORATION

Consolidated Balance Sheets

(In thousands)

 

   

September 30,

   

December 31,

 
   

2024

   

2023

 
   

(Unaudited)

         

ASSETS

               

Current assets:

               

Cash and cash equivalents

  $ 17,972     $ 45,260  

Trade accounts receivable, net of allowance for credit losses of $419 and $474, respectively

    28,357       18,175  

Inventories

    31,661       20,089  

Prepaid expenses and other current assets

    3,212       2,254  

Total current assets

    81,202       85,778  

Property and equipment:

               

Machinery and equipment

    8,848       7,118  

Leasehold improvements

    4,205       3,601  

Gross property and equipment

    13,053       10,719  

Less: accumulated depreciation

    (8,480 )     (7,529 )

Net property and equipment

    4,573       3,190  

Right-of-use assets, net

    11,292       4,987  

Goodwill

    32,475       21,728  

Intangible assets, net

    27,877       16,596  

Deferred tax assets

    -       1,437  

Restricted certificates of deposit

    100       100  

Other assets

    848       1,013  

Total assets

  $ 158,367     $ 134,829  
                 

LIABILITIES AND STOCKHOLDERS' EQUITY

               

Current liabilities:

               

Current portion of Term Note and other long-term debt

  $ 8,269     $ 4,100  

Current portion of operating lease liabilities

    1,947       1,923  

Accounts payable

    9,212       5,521  

Accrued wages and benefits

    5,009       4,156  

Accrued professional fees

    1,405       1,228  

Customer deposits and deferred revenue

    6,978       3,797  

Accrued sales commissions

    1,077       1,055  

Domestic and foreign income taxes payable

    -       1,038  

Other current liabilities

    2,042       1,481  

Total current liabilities

    35,939       24,299  

Operating lease liabilities, net of current portion

    9,649       3,499  

Term Note and other long-term debt, net of current portion

    7,822       7,942  

Contingent consideration

    823       1,093  

Deferred revenue, net of current portion

    1,208       1,331  

Deferred tax liabilities

    761       -  

Other liabilities

    1,789       384  

Total liabilities

    57,991       38,548  

Commitments and Contingencies

               

Stockholders' equity:

               

Preferred stock, $0.01 par value; 5,000,000 shares authorized; no shares issued or outstanding

    -       -  

Common stock, $0.01 par value; 20,000,000 shares authorized; 12,453,957 and 12,241,925 shares issued, respectively

    124       122  

Additional paid-in capital

    57,218       54,450  

Retained earnings

    43,583       42,196  

Accumulated other comprehensive earnings

    393       414  

Treasury stock, at cost; 79,382 and 75,758 shares, respectively

    (942 )     (901 )

Total stockholders' equity

    100,376       96,281  

Total liabilities and stockholders' equity

  $ 158,367     $ 134,829  

 

-MORE-
 

inTEST Achieves 46.3% Gross Margin for Third Quarter 2024

Page 9 of 12

November 1, 2024

 

inTEST CORPORATION

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

   

Nine Months Ended

September 30,

 
   

2024

   

2023

 
           

As Restated

 
CASH FLOWS FROM OPERATING ACTIVITIES                

Net earnings

  $ 1,387     $ 7,887  

Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:

               

Depreciation and amortization

    4,469       3,515  

Provision for excess and obsolete inventory

    509       385  

Foreign exchange (gain) loss

    (78 )     17  

Amortization of deferred compensation related to stock-based awards

    1,450       1,623  

Discount on shares sold under Employee Stock Purchase Plan

    20       21  

Loss on disposal of property and equipment

    24       11  

Proceeds from sale of rental equipment, net of gain

    148       153  

Deferred income tax expense (benefit)

    140       (1,101 )

Adjustment to contingent consideration liability

    -       (358 )

Changes in assets and liabilities:

               

Trade accounts receivable

    (3,694 )     480  

Inventories

    (129 )     (9 )

Prepaid expenses and other current assets

    569       (313 )

Other assets

    (27 )     (492 )

Operating lease liabilities

    (1,173 )     (1,275 )

Accounts payable

    (1,029 )     (100 )

Accrued wages and benefits

    (533 )     125  

Accrued professional fees

    177       305  

Customer deposits and deferred revenue

    468       (105 )

Accrued sales commissions

    25       (292 )

Domestic and foreign income taxes payable

    (817 )     (292 )

Other current liabilities

    (360 )     320  

Deferred revenue, net of current portion

    (123 )     1,033  

Other liabilities

    (189 )     (17 )

Net cash provided by operating activities

    1,234       11,521  

CASH FLOWS FROM INVESTING ACTIVITIES

               

Acquisition of business, net of cash acquired

    (18,727 )     -  

Purchase of property and equipment

    (1,161 )     (983 )

Net cash used in investing activities

    (19,888 )     (983 )

CASH FLOWS FROM FINANCING ACTIVITIES

               

Net proceeds from public offering of common stock

    -       19,244  

Repurchases of common stock

    (1,042 )     -  

Repayments of short-term borrowings

    (1,856 )     -  

Repayments of long-term borrowings

    (5,475 )     (3,075 )

Proceeds from stock options exercised

    145       978  

Proceeds from shares sold under Employee Stock Purchase Plan

    111       118  

Settlement of employee tax liabilities in connection with treasury stock transaction

    (41 )     (687 )

Net cash (used in) provided by financing activities

    (8,158 )     16,578  

Effects of exchange rates on cash

    (476 )     (7 )

Net cash (used in) provided by all activities

    (27,288 )     27,109  

Cash, cash equivalents and restricted cash at beginning of period

    45,260       14,576  

Cash and cash equivalents at end of period

  $ 17,972     $ 41,685  

Cash payments for:

               

Domestic and foreign income taxes

  $ 1,147     $ 2,988  

Details of acquisition:

               

Fair value of assets acquired, net of cash

  $ 36,055          

Liabilities assumed

    (25,838 )        

Stock issued

    (2,086 )        

Goodwill resulting from acquisition

    10,596          

Net cash paid for acquisition

  $ 18,727          

 

-MORE-
 

inTEST Achieves 46.3% Gross Margin for Third Quarter 2024

Page 10 of 12

November 1, 2024

 

inTEST CORPORATION

 

Revenue by Market

(In thousands)

(Unaudited)

 

($ in 000s)

 

Three Months Ended

 
                   

As Restated

   

Change

                   

Change

 
   

9/30/2024

   

9/30/2023

   

$

   

%

   

6/30/2024

   

$

   

%

 

Revenue

                                                                               

Semi

  $ 11,410       37.6 %   $ 18,476       59.8 %   $ (7,066 )     -38.2 %   $ 10,124       29.8 %   $ 1,286       12.7 %

Industrial

    3,534       11.7 %     2,456       7.9 %     1,078       43.9 %     3,415       10.0 %     119       3.5 %

Auto/EV

    6,250       20.6 %     1,775       5.7 %     4,475       252.1 %     10,735       31.6 %     (4,485 )     -41.8 %

Life Sciences

    1,322       4.4 %     1,330       4.3 %     (8 )     -0.6 %     2,194       6.5 %     (872 )     -39.7 %

Defense/Aerospace

    3,239       10.7 %     3,392       11.0 %     (153 )     -4.5 %     3,682       10.8 %     (443 )     -12.0 %

Security

    666       2.2 %     967       3.1 %     (301 )     -31.1 %     792       2.3 %     (126 )     -15.9 %

Other

    3,851       12.7 %     2,545       8.2 %     1,306       51.3 %     3,049       9.0 %     802       26.3 %
    $ 30,272       100.0 %   $ 30,941       100.0 %   $ (669 )     -2.2 %   $ 33,991       100.0 %   $ (3,719 )     -10.9 %

 

 

Orders by Market

(In thousands)

(Unaudited)

 

($ in 000s)

 

Three Months Ended

 
                                   

Change

                   

Change

 
   

9/30/2024

   

9/30/2023

   

$

   

%

   

6/30/2024

   

$

   

%

 

Orders

                                                                               

Semi

  $ 7,648       27.2 %   $ 12,935       48.2 %   $ (5,287 )     -40.9 %   $ 11,026       42.1 %   $ (3,378 )     -30.6 %

Industrial

    2,237       8.0 %     1,637       6.1 %     600       36.7 %     3,485       13.4 %     (1,248 )     -35.8 %

Auto/EV

    7,141       25.5 %     3,051       11.3 %     4,090       134.1 %     4,721       18.0 %     2,420       51.3 %

Life Sciences

    534       1.9 %     931       3.5 %     (397 )     -42.6 %     1,025       3.9 %     (491 )     -47.9 %

Defense/Aerospace

    4,470       15.9 %     3,032       11.3 %     1,438       47.4 %     2,665       10.2 %     1,805       67.7 %

Security

    1,062       3.8 %     2,212       8.2 %     (1,150 )     -52.0 %     81       0.3 %     981       1211.1 %

Other

    4,962       17.7 %     3,056       11.4 %     1,906       62.4 %     3,179       12.1 %     1,783       56.1 %
    $ 28,054       100.0 %   $ 26,854       100.0 %   $ 1,200       4.5 %   $ 26,182       100.0 %   $ 1,872       7.1 %

 

-MORE-
 

inTEST Achieves 46.3% Gross Margin for Third Quarter 2024

Page 11 of 12

November 1, 2024

 

inTEST CORPORATION

 

Segment Data

(In thousands)

(Unaudited)

 

   

Three Months Ended

September 30,

   

Nine Months Ended

September 30,

 
   

2024

   

2023

   

2024

   

2023

 
           

As Restated

           

As Restated

 

Revenue:

                               

Electronic Test

  $ 15,481     $ 11,547     $ 42,756     $ 32,911  

Environmental Technologies

    6,734       7,000       21,835       23,178  

Process Technologies

    8,057       12,394       29,496       39,329  

Total Revenue

  $ 30,272     $ 30,941     $ 94,087     $ 95,418  
                                 

Division operating income:

                               

Electronic Test

  $ 2,311     $ 3,268     $ 5,867     $ 8,487  

Environmental Technologies

    426       523       1,434       2,479  

Process Technologies

    1,070       2, 094       4,001       7,362  

Total division operating income

    3,807       5,885       11,302       18,328  
                                 

Corporate expenses

    (2,376 )     (2,902 )     (7,551 )     (7,416 )

Acquired intangible amortization

    (944 )     (515 )     (2,436 )     (1,582 )

Interest expense

    (219 )     (168 )     (612 )     (526 )

Other income

    301       423       949       678  

Earnings before income tax expense

  $ 569     $ 2,723     $ 1,652     $ 9,482  

 

-MORE-
 

inTEST Achieves 46.3% Gross Margin for Third Quarter 2024

Page 12 of 12

November 1, 2024

 

inTEST CORPORATION

Reconciliation of Non-GAAP Financial Measures

(In thousands, except per share and percentage data)
(Unaudited)

 

Reconciliation of Net Earnings to Adjusted Net Earnings (Non-GAAP) and Earnings Per Diluted Share to Adjusted EPS (Non-GAAP):

 

   

Three Months Ended

 
   

9/30/2024

   

9/30/2023

   

6/30/2024

 
           

As Restated

         

Net earnings

  $ 495     $ 2,277     $ 230  

Acquired intangible amortization

    944       515       897  

Tax adjustments

    (223 )     (85 )     (168 )

Adjusted net earnings (Non-GAAP)

  $ 1,216     $ 2,707     $ 959  
                         

Diluted weighted average shares outstanding

    12,252       12,212       12,330  

Earnings per diluted share:(1)

                       

Net earnings

  $ 0.04     $ 0.19     $ 0.02  

Acquired intangible amortization

    0.08       0.04       0.07  

Tax adjustments

    (0.02 )     (0.01 )     (0.01 )

Adjusted EPS (Non-GAAP)

  $ 0.10     $ 0.22     $ 0.08  

 

(1) Components may not add up to totals due to rounding.

 

Reconciliation of Net Earnings and Net Margin to Adjusted EBITDA (Non-GAAP) and Adjusted EBITDA Margin (Non-GAAP):

 

   

Three Months Ended

 
   

9/30/2024

   

9/30/2023

   

6/30/2024

 
           

As Restated

         

Net earnings

  $ 495     $ 2,277     $ 230  

Acquired intangible amortization

    944       515       897  

Net interest (income) expense

    36       (276 )     41  

Income tax expense

    74       446       66  

Depreciation

    355       262       356  

Non-cash stock-based compensation

    537       544       564  

Adjusted EBITDA (Non-GAAP)

  $ 2,441     $ 3,768     $ 2,154  

Revenue

    30,272       30,941       33,991  

Net margin

    1.6 %     7.4 %     0.7 %

Adjusted EBITDA margin (Non-GAAP)

    8.1 %     12.2 %     6.3 %

 

Reconciliation of Fourth Quarter 2024 Estimated Earnings Per Diluted Share to Estimated Adjusted EPS (Non-GAAP):

 

   

Estimated

 
         

Estimated earnings per diluted share

  $ ~0.08  

Estimated acquired intangible amortization

    ~0.08  

Estimated tax adjustments

    ~(0.02 )

Estimated adjusted EPS (Non-GAAP)

  $ ~0.14  

 

###