8-K
INTEST CORP (INTT)
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 5, 2025
Date of Report (Date of earliest event reported)
InTest Corporation
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-36117 | 22-2370659 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (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:
| o | Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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 o
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. o
Item 2.02. Results of Operations and Financial Condition.
On November 5, 2025, InTest Corporation (the “Company”) issued a press release regarding its financial results for the third quarter ended September 30, 2025.
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 | 2025ThirdQuarter Results Press Release datedNovember 5, 2025intt-20251105xexx991.htm |
| 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 5, 2025
Document
Exhibit 99.1
| NEWS RELEASE |
|---|
804 EAST GATE DRIVE, SUITE 200, MOUNT LAUREL, NJ 08054
FOR IMMEDIATE RELEASE
InTest Reports Third Quarter 2025 Results Orders Surge 34.2% Year-over-Year to $37.6 Million on Strong Demand
•Revenue for the quarter was $26.2 million, a 13.3% decrease year-over-year due to late-quarter shipment delays that have since been fulfilled
•Orders1 for the quarter improved 34.2%, or $9.6 million, year-over-year, reflecting strength in auto/EV, industrial, defense/aerospace and life sciences; sequentially orders grew $9.9 million as demand increased in auto/EV, defense/aerospace and semi
•Backlog1 increased $11.4 million to $49.3 million, a 30.1% increase from June 30, 2025
•Strong cash generation and balance sheet: generated $3.5 million in cash from operations in third quarter. Reduced total debt by $6.2 million from December 31, 2024 and by $1.2 million from June 30, 2025
•Operating loss for the quarter was $1.2 million and net loss was $0.9 million or $(0.08) per diluted share; Adjusted EPS2 was $(0.02) per diluted share, Adjusted EBITDA2 was $0.4 million
•Continuing to hold strong market position and expanding customer base until market headwinds subside while managing costs
MT. LAUREL, NJ – November 5, 2025 -- 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 semiconductor (“semi”), automotive/EV, defense/aerospace, industrial, life sciences, and safety/security, today announced financial results for the third quarter of 2025 ended September 30, 2025.
Nick Grant, President and CEO, commented, “Against a backdrop of ongoing global economic uncertainty, orders1 for the third quarter surged to $37.6 million, our highest level since Q2 2022. This order strength is a testament to the continued success of our end market diversification strategy, higher demand from automotive customers associated with 2027 model year programs and increased defense/aerospace spending. We continue to gain traction with our newly introduced products and our expanding customer base. Nevertheless, some customers in certain end markets remain cautious to commit to capital projects. Overall, our funnel remains strong and in the third quarter we further strengthened our readiness for a market recovery and opportunities to scale the business as we continue to execute toward our Vision 2030 goals.”
Mr Grant continued, “Reported revenue for the quarter came in below guidance primarily due to technical challenges associated with a few systems reflecting a combination of new capabilities, new customers, and new markets. These challenges have since been resolved and the shipments have been fulfilled. Operating expenses were lower than forecasted, reflecting rigorous spending discipline, and we continued to generate strong operating cash flow.”
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 net (loss) 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.
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InTest Reports Third Quarter 2025
Page 2 of 12
November 5, 2025
Third Quarter 2025 Review (see revenue by market and by segments in accompanying tables)
| Three Months Ended | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ( in thousands except percentages and per share data) | |||||||||||||||||||||
| September 30, | June 30, | ||||||||||||||||||||
| 2024 | % | 2025 | % | ||||||||||||||||||
| Revenue | $ | 26,236 | $ | 30,272 | (4,036) | (13.3) | % | $ | 28,130 | (1,894) | (6.7) | % | |||||||||
| Gross profit | $ | 10,992 | $ | 14,012 | (3,020) | (21.6) | % | $ | 11,973 | (981) | (8.2) | % | |||||||||
| Gross margin | 41.9 | % | 46.3 | % | 42.6 | % | |||||||||||||||
| Operating expenses (including intangible amortization & restructuring) | $ | 12,185 | $ | 13,525 | (1,340) | (9.9) | % | $ | 12,900 | (715) | (5.5) | % | |||||||||
| Operating (loss) income | $ | (1,193) | $ | 487 | (1,680) | (345.0) | % | $ | (927) | (266) | (28.7) | % | |||||||||
| Operating margin | (4.5 | %) | 1.6 | % | (3.3 | %) | |||||||||||||||
| Net (loss) earnings | $ | (938) | $ | 495 | (1,433) | (289.5) | % | $ | (503) | (435) | (86.5) | % | |||||||||
| Net margin | (3.6 | %) | 1.6 | % | (1.8 | %) | |||||||||||||||
| (Loss) earnings per diluted share (“EPS”) | $ | (0.08) | $ | 0.04 | (0.12) | (300.0) | % | $ | (0.04) | (0.04) | (100.0) | % | |||||||||
| Adjusted net (loss) earnings (Non-GAAP)2 | $ | (198) | $ | 1,311 | (1,509) | (115.1) | % | $ | 398 | (596) | (149.7) | % | |||||||||
| Adjusted EPS (Non-GAAP)2 | $ | (0.02) | $ | 0.11 | (0.13) | (118.2) | % | $ | 0.03 | (0.05) | (166.7) | % | |||||||||
| Adjusted EBITDA (Non-GAAP)2 | $ | 383 | $ | 2,441 | (2,058) | (84.3) | % | $ | 1,262 | (879) | (69.7) | % | |||||||||
| Adjusted EBITDA margin (Non-GAAP)2 | 1.5 | % | 8.1 | % | 4.5 | % |
All values are in US Dollars.
Sequentially, revenue for the third quarter was down $1.9 million over the second quarter as sales in defense/aerospace declined $1.3 million, auto/EV declined $0.9 million, and semi decreased $0.4 million. This decline more than offset the combined growth of $0.7 million across life sciences, safety/security and other markets.
Compared with the prior-year period, third quarter revenue was down $4.0 million, driven primarily by the delayed shipments. Within the end markets, we saw a $1.6 million decline in semi, a $1.3 million decline in auto/EV sales, a $1.2 million decline in other markets, and a $0.9 million decline in defense/aerospace. This contraction was partially mitigated by increases of $0.6 million in life sciences and $0.3 million in safety/security.
Sequentially, gross margin decreased 70 basis points to 41.9% driven by lower volume. The 440-basis point decrease compared with the prior-year period, reflects the combination of lower volume and unfavorable product mix.
Sequentially, operating expenses decreased $0.7 million due to ongoing cost reduction efforts. Operating expenses decreased $1.3 million from the prior-year period primarily as a result of cost reduction efforts.
Net loss for the third quarter was $0.9 million, or $(0.08) per diluted share. Adjusted net loss (Non-GAAP)2 was $0.2 million, or $(0.02) adjusted EPS (Non-GAAP)2.
Balance Sheet and Cash Flow Review
Cash, cash equivalents and restricted cash at the end of the third quarter of 2025 were $21.1 million, up $1.8 million from the end of the second quarter. During the quarter, the Company reduced total debt by $1.2 million from June 30, 2025 to $8.9 million and generated $3.5 million from operations. Capital expenditures were $0.4 million in the third quarter of 2025.
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InTest Reports Third Quarter 2025
Page 3 of 12
November 5, 2025
At September 30, 2025, the Company had $30.0 million available under its delayed draw term loan facility and no borrowings under the $10.0 million revolving credit facility. On August 5, 2025, the Company entered into a covenant waiver agreement with its U.S. based lender through the first quarter of 2026 in exchange for pledging cash equal to U.S. debt outstanding. At September 30, 2025, there was $4.9 million U.S. based debt outstanding.
Third Quarter 2025 Orders1 and Backlog1 (see orders by market in accompanying tables)
| Three Months Ended | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Change | Change | |||||||||||
| September 30, | September 30, | June 30, | ||||||||||
| ($ in thousands except percentages) | 2025 | 2024 | % | 2025 | % | |||||||
| Orders | $ | 37,642 | $ | 28,054 | 34.2 | % | $ | 27,759 | 35.6 | % | ||
| Backlog (at quarter end) | $ | 49,267 | $ | 45,454 | 8.4 | % | $ | 37,861 | 30.1 | % |
All values are in US Dollars.
Third quarter orders of $37.6 million grew $9.6 million, or 34.2%, versus the prior-year period, and $9.9 million, or 35.6%, compared with the second quarter of 2025. The year-over-year increase reflects strength in auto/EV, industrial, defense/aerospace and life sciences while orders slowed in safety/security and other markets.
Sequentially, the 35.6% increase in orders was primarily driven by strong demand in auto/EV, defense/aerospace and other markets. These increases outpaced the declines in life sciences and safety/security.
Backlog at September 30, 2025, was $49.3 million, substantially above the June 30, 2025 level. Approximately 55.0% of the backlog is expected to ship beyond the fourth quarter of 2025.
Focusing Outlook on Forward Quarter
Mr. Grant concluded, “We were encouraged to see some pockets of customers moving forward with capital projects during the third quarter, particularly in the auto/EV and defense/aerospace end markets, which resulted in a backlog that increased $11.4 million over the second quarter and a funnel that remained strong. The work we have done to diversify the company into these non-semi markets is paying off. At the same time, many of our customers continue to hold back on capital investments in the face of ongoing trade and economic uncertainties, and we still do not have visibility into the timing of an overall market recovery.”
Based on the shipments which slipped from the third quarter to the fourth quarter and the backlog at quarter end, we expect fourth quarter 2025 revenue to be $30 million to $32 million, with gross margin of approximately 43% and operating expenses of $12.3 million to $12.7 million, which excludes approximately $0.2 million in Videology and other restructuring expenses.
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 fourth quarter. 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.
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 Wednesday, November 19, 2025. To listen to the archived call, dial (412) 317-6671 and enter replay pin number 13756099. 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 both the front-end and back-end of the semiconductor manufacturing industry (“semi”), automotive/EV, defense/aerospace, industrial, life sciences and safety/security. Backed by decades of engineering expertise and a culture of
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InTest Reports Third Quarter 2025
Page 4 of 12
November 5, 2025
operational excellence, InTest solves difficult thermal, mechanical, and electronic challenges for customers worldwide while generating strong cash flow and profits. InTest’s growth strategy leverages these strengths to grow organically and with acquisitions through the addition of innovative technologies, deeper and broader geographic reach, customer penetration and market expansion. For more information, visit https://www.intest.com/.
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 (loss) earnings, adjusted (loss) earnings per diluted share (“adjusted EPS”), adjusted EBITDA, and adjusted EBITDA margin.
The Company defines these non-GAAP measures as follows:
─Adjusted net (loss) earnings is derived by adding acquired intangible amortization, acquired inventory step-up expense, restructuring costs, and the tax effect of the adjusting items, to net earnings.
─Adjusted (loss) earnings per diluted share is derived by dividing adjusted net (loss) earnings by diluted weighted average shares outstanding.
─Adjusted EBITDA is derived by adding acquired intangible amortization, acquired inventory step-up expense, restructuring costs, 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 (loss) earnings and adjusted (loss) 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, restructuring costs and inventory step-up charges as management believes these expenses 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, acquired inventory step-up, depreciation and stock-based compensation. In addition, adjusted EBITDA and adjusted EBITDA margin also exclude the impact of restructuring costs, 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 (loss) earnings and (loss) earnings per diluted share (“EPS”) to adjusted net (loss) earnings and adjusted earnings per diluted share (“adjusted EPS”) and from net (loss) earnings and net margin to adjusted EBITDA and adjusted EBITDA margin, are contained in the tables below.
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. Non-GAAP measures as presented in this press release may differ from and may not be comparable to similarly titled measures used by other companies.
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 they are often leading indicators of future performance. In accordance with industry practice, contracts may include provisions for cancellation, termination, or suspension at the discretion of the customer.
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InTest Reports Third Quarter 2025
Page 5 of 12
November 5, 2025
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.
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 “believe,” “continue,” “expects,” “guidance,” “may,” “outlook,” “opportunities,” “will,” “plan,” “forecasts,” “strategy,” “target,” 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 VISION 2030 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, 2024. 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 | Jody Burfening / Alex Villalta |
| Chief Financial Officer and Treasurer | Alliance Advisors IR |
| Tel: (856) 505-8999 | avillalta@allianceadvisors.com |
| Tel: (212) 838-3777 |
– FINANCIAL TABLES FOLLOW –
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InTest Reports Third Quarter 2025
Page 6 of 12
November 5, 2025
InTest Corporation
Consolidated Statements of Operations
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||
| (In thousands, except share and per share data) | 2025 | 2024 | 2025 | 2024 | ||||
| Revenue | $ | 26,236 | $ | 30,272 | $ | 81,003 | $ | 94,087 |
| Cost of revenue | 15,244 | 16,260 | 46,982 | 53,202 | ||||
| Gross profit | 10,992 | 14,012 | 34,021 | 40,885 | ||||
| Operating expenses: | ||||||||
| Selling expense | 3,765 | 4,281 | 12,141 | 12,976 | ||||
| Engineering and product development expense | 2,335 | 2,182 | 7,028 | 6,382 | ||||
| General and administrative expense | 5,128 | 6,118 | 16,704 | 17,776 | ||||
| Amortization of acquired intangible assets | 841 | 944 | 2,504 | 2,436 | ||||
| Restructuring costs | 116 | — | 645 | — | ||||
| Total operating expenses | 12,185 | 13,525 | 39,022 | 39,570 | ||||
| Operating (loss) income | (1,193) | 487 | (5,001) | 1,315 | ||||
| Interest expense | (95) | (219) | (366) | (612) | ||||
| Other income | 61 | 301 | 768 | 949 | ||||
| (Loss) earnings before income tax (benefit) expense | (1,227) | 569 | (4,599) | 1,652 | ||||
| Income tax (benefit) expense | (289) | 74 | (829) | 265 | ||||
| Net (loss) earnings | $ | (938) | $ | 495 | $ | (3,770) | $ | 1,387 |
| (Loss) earnings per common share: | ||||||||
| Basic | $ | (0.08) | $ | 0.04 | $ | (0.31) | $ | 0.11 |
| Diluted | $ | (0.08) | $ | 0.04 | $ | (0.31) | $ | 0.11 |
| Weighted average common shares outstanding: | ||||||||
| Basic | 12,208,586 | 12,189,761 | 12,201,087 | 12,150,240 | ||||
| Diluted | 12,208,586 | 12,251,712 | 12,201,087 | 12,246,763 |
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InTest Reports Third Quarter 2025
Page 7 of 12
November 5, 2025
InTest Corporation
Consolidated Balance Sheets
| September 30,<br>2025 | December 31,<br>2024 | |||
|---|---|---|---|---|
| (In thousands, except share and per share data) | (Unaudited) | |||
| ASSETS | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 16,230 | $ | 19,830 |
| Restricted cash | 4,867 | — | ||
| Trade accounts receivable, net of allowance for credit losses of $395 and $423, respectively | 20,893 | 29,495 | ||
| Inventories | 28,001 | 26,837 | ||
| Prepaid expenses and other current assets | 5,101 | 2,650 | ||
| Total current assets | 75,092 | 78,812 | ||
| Property and equipment, net of accumulated depreciation of $9,762 and $8,830, respectively | 4,722 | 4,457 | ||
| Right-of-use assets, net | 9,646 | 10,767 | ||
| Goodwill | 32,314 | 30,744 | ||
| Intangible assets, net | 25,670 | 26,376 | ||
| Deferred tax assets | — | 67 | ||
| Other assets | 833 | 1,065 | ||
| Total assets | $ | 148,277 | $ | 152,288 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
| Current liabilities: | ||||
| Current portion of long-term debt | $ | 6,533 | $ | 7,494 |
| Current portion of operating lease liabilities | 2,064 | 1,989 | ||
| Accounts payable | 7,448 | 7,991 | ||
| Customer deposits and deferred revenue | 6,559 | 4,989 | ||
| Accrued expenses and other current liabilities | 9,845 | 9,485 | ||
| Total current liabilities | 32,449 | 31,948 | ||
| Operating lease liabilities, net of current portion | 7,902 | 9,021 | ||
| Long-term debt, net of current portion | 2,336 | 7,538 | ||
| Contingent consideration, net of current portion | 431 | 825 | ||
| Deferred revenue, net of current portion | 1,106 | 1,432 | ||
| Deferred tax liabilities | 436 | — | ||
| Other liabilities | 1,747 | 1,734 | ||
| Total liabilities | 46,407 | 52,498 | ||
| 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; 12,564,225 and 12,457,658 shares issued, respectively; 12,482,148 and 12,378,276 shares outstanding, respectively | 125 | 124 | ||
| Additional paid-in capital | 58,994 | 57,658 | ||
| Retained earnings | 41,317 | 45,087 | ||
| Accumulated other comprehensive earnings (loss) | 2,393 | (2,137) | ||
| Treasury stock, at cost; 82,077 and 79,382 shares, respectively | (959) | (942) | ||
| Total stockholders’ equity | 101,870 | 99,790 | ||
| Total liabilities and stockholders’ equity | $ | 148,277 | $ | 152,288 |
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InTest Reports Third Quarter 2025
Page 8 of 12
November 5, 2025
InTest Corporation
Consolidated Statements of Cash Flows
(Unaudited)
| Nine Months Ended September 30, | ||||
|---|---|---|---|---|
| (In thousands) | 2025 | 2024 | ||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||
| Net (loss) earnings | $ | (3,770) | $ | 1,387 |
| Adjustments to reconcile net (loss) earnings to net cash provided by (used in) operating activities: | ||||
| Depreciation and amortization | 5,009 | 4,469 | ||
| Provision for excess and obsolete inventory | 583 | 509 | ||
| Amortization of deferred compensation related to stock-based awards | 1,212 | 1,450 | ||
| Deferred income tax expense | 546 | 140 | ||
| Other non-cash reconciling items | (400) | 114 | ||
| Changes in assets and liabilities: | ||||
| Trade accounts receivable | 9,393 | (3,694) | ||
| Inventories | (515) | (129) | ||
| Prepaid expenses and other current assets | (405) | 569 | ||
| Other assets | (177) | (27) | ||
| Operating lease liabilities | (1,536) | (1,173) | ||
| Accounts payable | (510) | (1,029) | ||
| Customer deposits and deferred revenue | 1,206 | 468 | ||
| Domestic and foreign income taxes payable | (1,579) | (817) | ||
| Deferred revenue, net of current portion | (326) | (123) | ||
| Accrued expenses and other liabilities | (394) | (880) | ||
| Net cash provided by operating activities | 8,337 | 1,234 | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||
| Acquisition of business, net of cash acquired | — | (18,727) | ||
| Purchases of property and equipment | (1,098) | (1,161) | ||
| Net cash used in investing activities | (1,098) | (19,888) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||
| Repurchases of common stock | — | (1,042) | ||
| Repayments of short-term borrowings, net of proceeds | (3,852) | (1,856) | ||
| Repayments of long-term debt | (3,075) | (5,475) | ||
| Proceeds from stock options exercised | 18 | 145 | ||
| Proceeds from shares sold under Employee Stock Purchase Plan | 90 | 111 | ||
| Settlement of employee tax liabilities in connection with treasury stock transaction | (17) | (41) | ||
| Net cash used in by financing activities | (6,836) | (8,158) | ||
| Effects of exchange rates on cash | 864 | (476) | ||
| Net cash provided by (used in) all activities | 1,267 | (27,288) | ||
| Cash, cash equivalents and restricted cash at beginning of period | 19,830 | 45,260 | ||
| Cash, cash equivalents and restricted cash at end of period | $ | 21,097 | $ | 17,972 |
| Cash and cash equivalents | $ | 16,230 | $ | 17,972 |
| Restricted cash | 4,867 | — | ||
| Total cash, cash equivalents and restricted cash at end of period | $ | 21,097 | $ | 17,972 |
| Cash payments for: | ||||
| Domestic and foreign income taxes, net of receipts | $ | 98 | $ | 1,147 |
| Interest | 368 | 634 | ||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||
| Equity issued in conjunction with acquisition of business | $ | — | $ | 2,086 |
| Issuance of unvested shares of restricted stock awards | 1,039 | 1,580 | ||
| Forfeiture of shares of unvested restricted stock awards | (557) | (200) |
-MORE-
InTest Reports Third Quarter 2025
Page 9 of 12
November 5, 2025
InTest Corporation
Revenue by Market
(Unaudited)
| ($ in thousands) | Three Months Ended | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Change | Change | |||||||||||||||||
| September 30, | September 30, | June 30, | ||||||||||||||||
| 2025 | 2024 | % | 2025 | % | ||||||||||||||
| Revenue | ||||||||||||||||||
| Semi | $ | 9,842 | 37.5 | % | $ | 11,410 | 37.7 | % | (13.7) | % | $ | 10,192 | 36.2 | % | (3.4) | % | ||
| Auto/EV | 4,964 | 18.9 | % | 6,250 | 20.6 | % | (1,286) | (20.6) | % | 5,862 | 20.8 | % | (898) | (15.3) | % | |||
| Defense/Aerospace | 2,313 | 8.8 | % | 3,239 | 10.7 | % | (926) | (28.6) | % | 3,578 | 12.7 | % | (1,265) | (35.4) | % | |||
| Industrial | 3,658 | 13.9 | % | 3,534 | 11.7 | % | 124 | 3.5 | % | 3,786 | 13.5 | % | (128) | (3.4) | % | |||
| Life Sciences | 1,930 | 7.4 | % | 1,322 | 4.4 | % | 608 | 46.0 | % | 1,386 | 4.9 | % | 544 | 39.2 | % | |||
| Safety/Security | 927 | 3.5 | % | 666 | 2.2 | % | 261 | 39.2 | % | 898 | 3.2 | % | 29 | 3.2 | % | |||
| Other | 2,602 | 9.9 | % | 3,851 | 12.7 | % | (1,249) | (32.4) | % | 2,428 | 8.6 | % | 174 | 7.2 | % | |||
| $ | 26,236 | 100.0 | % | $ | 30,272 | 100.0 | % | (13.3) | % | $ | 28,130 | 100.0 | % | (6.7) | % |
All values are in US Dollars.
* Components may not add up to total due to rounding
Orders by Market
(Unaudited)
| ($ in thousands) | Three Months Ended | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Change | Change | |||||||||||||||||
| September 30, | September 30, | June 30, | ||||||||||||||||
| 2025 | 2024 | % | 2025 | % | ||||||||||||||
| Orders | ||||||||||||||||||
| Semi | $ | 8,031 | 21.3 | % | $ | 7,648 | 27.2 | % | 5.0 | % | $ | 7,292 | 26.3 | % | 10.1 | % | ||
| Auto/EV | 14,580 | 38.7 | % | 7,141 | 25.5 | % | 7,439 | 104.2 | % | 7,066 | 25.5 | % | 7,514 | 106.3 | % | |||
| Defense/Aerospace | 6,403 | 17.0 | % | 4,470 | 15.9 | % | 1,933 | 43.2 | % | 2,499 | 9.0 | % | 3,904 | 156.2 | % | |||
| Industrial | 4,670 | 12.4 | % | 2,237 | 8.0 | % | 2,433 | 108.8 | % | 4,680 | 16.9 | % | (10) | (0.2) | % | |||
| Life Sciences | 1,450 | 3.9 | % | 534 | 1.9 | % | 916 | 171.5 | % | 2,863 | 10.3 | % | (1,413) | (49.4) | % | |||
| Safety/Security | 267 | 0.7 | % | 1,062 | 3.8 | % | (795) | (74.9) | % | 1,173 | 4.2 | % | (906) | (77.2) | % | |||
| Other | 2,241 | 6.0 | % | 4,962 | 17.7 | % | (2,721) | (54.8) | % | 2,186 | 7.9 | % | 55 | 2.5 | % | |||
| $ | 37,642 | 100.0 | % | $ | 28,054 | 100.0 | % | 34.2 | % | $ | 27,759 | 100.0 | % | 35.6 | % |
All values are in US Dollars.
* Components may not add up to total due to rounding
-MORE-
InTest Reports Third Quarter 2025
Page 10 of 12
November 5, 2025
InTest Corporation
Segment Data
(Unaudited)
| Three Months Ended September 30, 2025 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | Electronic Test | Environmental Technologies | Process <br>Technologies | Corporate & <br>Other | Consolidated | |||||
| Revenue | $ | 12,099 | $ | 7,490 | $ | 6,647 | $ | — | $ | 26,236 |
| Cost of revenue | 6,498 | 4,566 | 4,180 | — | 15,244 | |||||
| Other divisional costs | 4,455 | 2,144 | 2,565 | — | 9,164 | |||||
| Division operating income (loss) | 1,146 | 780 | (98) | — | 1,828 | |||||
| Acquired intangible amortization | 841 | 841 | ||||||||
| Restructuring costs | 116 | 116 | ||||||||
| Corporate expenses | 2,064 | 2,064 | ||||||||
| Operating (loss) income | 1,146 | 780 | (98) | (3,021) | (1,193) | |||||
| Interest expense | (95) | (95) | ||||||||
| Other income | 61 | 61 | ||||||||
| (Loss) earnings before income tax expense | $ | 1,146 | $ | 780 | $ | (98) | $ | (3,055) | $ | (1,227) |
| Three Months Ended September 30, 2024 | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| ($ in thousands) | Electronic Test | Environmental Technologies | Process <br>Technologies | Corporate & <br>Other | Consolidated | |||||
| Revenue | $ | 15,481 | $ | 6,734 | $ | 8,057 | $ | — | $ | 30,272 |
| Cost of revenue | 7,861 | 4,035 | 4,364 | — | 16,260 | |||||
| Other divisional costs | 5,309 | 2,273 | 2,623 | — | 10,205 | |||||
| Division operating income | 2,311 | 426 | 1,070 | — | 3,807 | |||||
| Acquired intangible amortization | 944 | 944 | ||||||||
| Corporate expenses | 2,376 | 2,376 | ||||||||
| Operating income (loss) | 2,311 | 426 | 1,070 | (3,320) | 487 | |||||
| Interest expense | (219) | (219) | ||||||||
| Other income | 301 | 301 | ||||||||
| Earnings (loss) before income tax expense | $ | 2,311 | $ | 426 | $ | 1,070 | $ | (3,238) | $ | 569 |
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InTest Reports Third Quarter 2025
Page 11 of 12
November 5, 2025
InTest Corporation
Segment Data
(Unaudited)
| Nine Months Ended September 30, 2025 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | Electronic Test | Environmental Technologies | Process <br>Technologies | Corporate & <br>Other | Consolidated | |||||
| Revenue | $ | 39,091 | $ | 20,973 | $ | 20,939 | $ | — | $ | 81,003 |
| Cost of revenue | 21,229 | 13,263 | 12,490 | — | 46,982 | |||||
| Other divisional costs | 14,475 | 6,574 | 7,941 | — | 28,990 | |||||
| Division operating income | 3,387 | 1,136 | 508 | — | 5,031 | |||||
| Acquired intangible amortization | 2,504 | 2,504 | ||||||||
| Restructuring costs | 645 | 645 | ||||||||
| Corporate expenses | 6,883 | 6,883 | ||||||||
| Operating (loss) income | 3,387 | 1,136 | 508 | (10,032) | (5,001) | |||||
| Interest expense | (366) | (366) | ||||||||
| Other income | 768 | 768 | ||||||||
| (Loss) earnings before income tax expense | $ | 3,387 | $ | 1,136 | $ | 508 | $ | (9,630) | $ | (4,599) |
| Nine Months Ended September 30, 2024 | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| ($ in thousands) | Electronic Test | Environmental Technologies | Process <br>Technologies | Corporate & <br>Other | Consolidated | |||||
| Revenue | $ | 42,756 | $ | 21,835 | $ | 29,496 | $ | — | $ | 94,087 |
| Cost of revenue | 22,869 | 13,584 | 16,749 | — | 53,202 | |||||
| Other divisional costs | 14,020 | 6,817 | 8,746 | — | 29,583 | |||||
| Division operating income | 5,867 | 1,434 | 4,001 | — | 11,302 | |||||
| Acquired intangible amortization | 2,436 | 2,436 | ||||||||
| Corporate expenses | 7,551 | 7,551 | ||||||||
| Operating income (loss) | 5,867 | 1,434 | 4,001 | (9,987) | 1,315 | |||||
| Interest expense | (612) | (612) | ||||||||
| Other income | 949 | 949 | ||||||||
| Earnings (loss) before income tax expense | $ | 5,867 | $ | 1,434 | $ | 4,001 | $ | (9,650) | $ | 1,652 |
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InTest Reports Third Quarter 2025
Page 12 of 12
November 5, 2025
InTest Corporation
Reconciliation of Non-GAAP Financial Measures
(Unaudited)
Reconciliation of Net (Loss) Earnings to Adjusted Net (Loss) Earnings (Non-GAAP) and (Loss) Earnings Per Diluted Share to Adjusted EPS (Non-GAAP):
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| September 30, | September 30, | June 30, | ||||
| (in thousands except per share amounts) | 2025 | 2024 | 2025 | |||
| Net (loss) earnings | $ | (938) | $ | 495 | $ | (503) |
| Acquired intangible amortization | 841 | 944 | 850 | |||
| Restructuring costs | 116 | — | 216 | |||
| Tax effect of adjusting items | (217) | (128) | (165) | |||
| Adjusted net (loss) earnings (Non-GAAP) | $ | (198) | $ | 1,311 | $ | 398 |
| Diluted weighted average shares outstanding | 12,209 | 12,252 | 12,246 | |||
| (Loss) earnings per diluted share: | ||||||
| Net (loss) earnings | $ | (0.08) | $ | 0.04 | $ | (0.04) |
| Acquired intangible amortization | 0.07 | 0.08 | 0.07 | |||
| Restructuring costs | 0.01 | — | 0.02 | |||
| Tax effect of adjusting items | (0.02) | (0.01) | (0.01) | |||
| Adjusted EPS (Non-GAAP) * | $ | (0.02) | $ | 0.11 | $ | 0.03 |
* Components may not add up to total due to rounding
Reconciliation of Net (Loss) Earnings and Net Margin to Adjusted EBITDA (Non-GAAP) and Adjusted EBITDA Margin (Non-GAAP):
| Three Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | June 30, | |||||||
| (in thousands except percentage data) | 2025 | 2024 | 2025 | ||||||
| Net (loss) earnings | $ | (938) | $ | 495 | $ | (503) | |||
| Acquired intangible amortization | 841 | 944 | 850 | ||||||
| Net interest expense | (18) | 36 | 30 | ||||||
| Income tax (benefit) expense | (289) | 74 | (80) | ||||||
| Depreciation | 317 | 355 | 314 | ||||||
| Restructuring costs | 116 | — | 216 | ||||||
| Stock-based compensation | 354 | 537 | 435 | ||||||
| Adjusted EBITDA (Non-GAAP) | $ | 383 | $ | 2,441 | $ | 1,262 | |||
| Revenue | $ | 26,236 | $ | 30,272 | $ | 28,130 | |||
| Net margin | (3.6 | %) | 1.6 | % | (1.8 | %) | |||
| Adjusted EBITDA margin (Non-GAAP) | 1.5 | % | 8.1 | % | 4.5 | % |