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INTEST CORP

For the period ended Sep 30, 2025. Filed Nov 6, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 6, 2025

INTT$13.37+8.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-07.

0001036262-25-000023

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-06.

0001036262-25-000029

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 128 previous paragraphs and 127 current paragraphs.

88 unchanged; 34 reworded; 3 added; 5 removed; 1 previous and 2 current paragraphs rearranged.

Tables are not compared: 21 previous and 21 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (3)

Current report

Sequentially, orders increased primarily in Auto/EV, Defense/Aerospace and Semi, offset partially by decreases in Life Sciences and Safety/Security. Auto/EV orders grew significantly as a result of the combination of new projects and capital expansion for existing programs.

Current report

Gross margin declined 440 basis points in the three months ended September 30, 2025, compared to the same prior year period due to the decrease in revenue and resultant negative impact of lower fixed cost absorption, as partly offset by on-going cost reduction initiatives.

Current report

Nine Months Ended September 30, 2025, Compared to Nine Months Ended September 30, 2024
Removed paragraphs (5)

Previous report

Sequentially, while overall orders increased, there remains economic uncertainty, especially in the semi market where orders declined $2.3 million.

Previous report

Gross margin improved 200 basis points in the three months ended June 30, 2025, compared to the same prior year period due to improved favorable product sales mix along with our cost reduction initiatives.

Previous report

Six Months Ended June 30, 2025, Compared to Six Months Ended June 30, 2024
Reworded paragraphs (34)

Previous wording

•our ability to grow our presence in the automotive/electric vehicle (“EV”), defense/aerospace, industrial, life sciences, safety/security and international markets;

Current wording

•our ability to grow our presence in the Auto/Electric Vehicle (“EV”), Defense/Aerospace, Industrial, Life Sciences, Safety/Security and international markets;

Previous wording

This MD&A should be read in conjunction with the accompanying consolidated financial statements. In addition, please refer to the discussion of our business and markets contained in “Part I; Item 1. Business,” of our 2024 Form 10-K.

Current wording

This MD&A should be read in conjunction with our accompanying Consolidated Financial Statements. In addition, please refer to the discussion of our business and markets contained in “Part I; Item 1. Business,” of our 2024 Form 10-K.

Previous wording

We are a global supplier of innovative test and process technology solutions for use in manufacturing and testing across a wide range of markets including semi, auto/EV, defense/aerospace, industrial, life sciences, safety/security and other. We have three reportable segments which are also our reporting units: Electronic Test, (which includes our semiconductor test

Current wording

We are a global supplier of innovative test and process technology solutions for use in manufacturing and testing across a wide range of markets including Semi, Auto/EV, Defense/Aerospace, Industrial, Life Sciences, Safety/Security and Other. We have three reportable segments which are also our reporting units: Electronic Test, (which includes our semiconductor

Previous wording

37 - equipment, flying probe and in-circuit testers), Environmental Technologies (which includes our thermal test, process and storage products) and Process Technologies (which includes our induction heating and video imaging products).

Current wording

38 - test equipment, flying probe and in-circuit testers), Environmental Technologies (which includes our thermal test, process and storage products) and Process Technologies (which includes our induction heating and video imaging products).

Previous wording

The fixed charge coverage ratio is calculated over the trailing twelve months, so the net loss reported in the first and second quarters will impact our ability to meet this covenant in future periods notwithstanding our strong cash position. On August 5, 2025, we executed the Sixth Amendment to the Loan Agreement, which formally waives the fixed charge coverage ratio financial covenant for periods ending June 30, 2025 through and including March 31, 2026. During the period of this waiver we are required to request consent from M&T if we wish to utilize our Revolving Facility and we formally pledged a portion of our cash holdings equal to our total open debt with M&T. At June 30, 2025 we were holding $5.9 million of total debt with M&T.

Current wording

As noted in “Part I; Item 1; Financial Statements; Notes to Consolidated Financial Statements; Note (10) Debt,” our Loan Agreement with M&T Bank (“M&T”) contains financial covenants, including a fixed charge coverage ratio of not less than 1.25 to 1.0. The fixed charge coverage ratio is calculated over the trailing twelve months, so the net loss reported in the first, second and third quarters impacts our ability to meet this covenant in future periods notwithstanding our strong cash position. On August 5, 2025, we executed the Sixth Amendment to the Loan Agreement, which formally waives the fixed charge coverage ratio financial covenant for periods ending June 30, 2025 through and including March 31, 2026. During the period of this waiver we are required to request consent from M&T if we wish to utilize our Revolving Facility and we formally pledged a portion of our cash holdings equal to our total outstanding debt with M&T. At September 30, 2025 we were holding $4.9 million of total debt with M&T and were in compliance with all of the other covenants included in the Loan Agreement. By June 30, 2026 we project having less than $2.0 million total debt outstanding with M&T and being in compliance with all covenants.

Previous wording

In early October 2023, Hamas attacked Israel and Israel formally declared war in response to the attack. The conflict with Hamas and others in the region is ongoing, and it is unclear when it might end. Ambrell® has a sole source supplier of capacitors used in certain of our induction heating products that is located in Israel. This supplier is the sole source supplier of capacitors for numerous induction companies, and currently there are no viable alternatives available. We have been in frequent contact with our supplier since the conflict with Hamas began. We maintain a two-to-three month safety stock on these items. Our supplier has indicated that they have large stock available at more than one facility in Israel, so they believe they have redundancies in place that will help ensure that the supply chain to their customers is uninterrupted. We continue to monitor the situation closely and are staying in close contact with our supplier. However, there can be no assurance that the situation will not worsen which could impact our ability to ship certain of our induction heating products which could have a material impact on our future results of operations.

Current wording

In early October 2023, Hamas attacked Israel and Israel formally declared war in response to the attack. The conflict with Hamas and others in the region is ongoing, and it is unclear when it might end. Ambrell® has a sole source supplier of capacitors used in certain of our induction heating products that is located in Israel. This supplier is the sole source supplier of capacitors for numerous induction companies, and currently there are no viable alternatives available. We have been in frequent contact with our supplier since the conflict with Hamas began. We maintain a two-to-three month safety stock on these items. As of September 30, 2025, our supplier has indicated that they have large stock available at more than one facility in Israel, so they believe they have redundancies in place that will help ensure that the supply chain to their customers is uninterrupted. We continue to monitor the situation closely and are staying in close contact with our supplier. However, there can be no assurance that the situation will not worsen which could impact our ability to ship certain of our induction heating products which could have a material impact on our future results of operations.

Previous wording

Additionally, we have applied to the Office of Foreign Asset Control (“OFAC”) to obtain permission for additional purchases from the Belarus supplier through December 31, 2025, but have not yet received the Office’s response and are uncertain of when that response may be received. We also applied to Global Affairs Canada for similar permission, now that this supplier has been placed on a restricted parties list in Canada, as well. A significant portion of the additional purchases from the Belarus supplier are intended to support spare parts used for repairs and warranty claims for the existing units already in service with our customers. Those specific parts from the new supplier are not compatible with those existing units. There can be no assurance that we will be granted a license by OFAC or Global Affairs Canada in a timely manner or at all, or that if granted a license by OFAC or Global Affairs Canada that such supplier in Belarus will be willing or able to provide these parts on reasonable commercial terms or at all.

Current wording

A significant portion of the additional purchases from the Belarus supplier are intended to support spare parts used for repairs and warranty claims for the existing units already in service with our customers. Those specific parts from the new supplier are not compatible with those existing units. There can be no assurance that we will be granted a license by OFAC or Global Affairs Canada in a timely manner or at all, or that if granted a license by OFAC or Global Affairs Canada that such supplier in Belarus will be willing or able to provide these parts on reasonable commercial terms or at all.

Previous wording

The results of operations for our three operating segments are generally affected by the same factors described in the Overview section above. Separate discussions and analyses for each segment would be repetitive. The discussion and analysis that follows, therefore, is presented on a consolidated basis and includes discussion of factors unique to a particular operating segment where significant to an understanding of that segment.

Current wording

The results of operations for our three operating segments are generally affected by the same factors described in the “Overview” section above. The discussion and analysis that follows, therefore, is presented on a consolidated basis and

Previous wording

Compared with the prior-year period, revenue for the second quarter was down primarily from auto/EV as well as life sciences, other and defense/aerospace. This was partially offset by nominal increases in industrial, safety/security and semi. Sequentially, revenue increased compared with the trailing first quarter, due primarily to increases in semi, industrial and defense/aerospace, offset partially by a decline in other markets.

Current wording

Compared with the prior-year period, revenue for the third quarter was down primarily from Semi, Auto/EV, Defense/Aerospace as well as Other. This was partially offset by nominal increases in Life Sciences, Safety/Security and Industrial. Sequentially, revenue decreased compared to the trailing second quarter, due primarily to decreases in Defense/Aerospace, Auto/EV and Semi offset partially by an increase in Life Sciences.

Previous wording

Compared with the prior-year period, orders for the second quarter increased in auto/EV, life sciences, industrial and safety/security while orders declined in semi, other and defense/aerospace.

Current wording

Compared with the prior-year period, orders for the third quarter increased primarily in Auto/EV, Industrial, Defense/Aerospace and Life Sciences while orders declined in Safety/Security as well as Other.

Previous wording

At June 30, 2025, our backlog of unfilled orders for all products was $37.9 million compared to $47.7 million at June 30, 2024, and $38.2 million at December 31, 2024. Our backlog includes customer orders that we have accepted, substantially all of which we expect to deliver in the next twelve months. While backlog is calculated on the basis of firm purchase orders, a customer may cancel an order or accelerate or postpone currently scheduled delivery dates. Our backlog may be affected by the tendency of customers to rely on short lead times available from suppliers, including us, in periods of depressed demand. In periods of increased demand, there is a tendency towards longer lead times that has the effect of increasing backlog. As a result, our backlog at a particular date is not necessarily indicative of sales for any future period.

Current wording

At September 30, 2025, our backlog of unfilled orders for all products was $49.3 million compared to $45.5 million at September 30, 2024, and $37.9 million at December 31, 2024. Our backlog includes customer orders that we have accepted, substantially all of which we expect to deliver in the next twelve months. While backlog is calculated on the basis of firm purchase orders, a customer may cancel an order or accelerate or postpone currently scheduled delivery dates. Our backlog may be affected by the tendency of customers to rely on short lead times available from suppliers, including us, in periods of depressed demand. In periods of increased demand, there is a tendency towards longer lead times that has the effect of increasing backlog. As a result, our backlog at a particular date is not necessarily indicative of sales for any future period.

Previous wording

Selling expense for the three months ended June 30, 2025, declined slightly compared to the prior year period, but not at the rate of the revenue decline. Sales commissions, payroll and payroll related costs decreased, however, we recognized an increase in warranty expense compared to the prior year period.

Current wording

Selling expense for the three months ended September 30, 2025, declined compared to the prior year period as sales commissions, payroll and payroll-related costs decreased.

Previous wording

General and administrative expense for the three months ended June 30, 2025, decreased compared to the prior year period. The decline was due primarily to decreases in acquisition-related costs, decreases in stock-based compensation related to a decreased probability for the achievement of certain performance targets related to performance stock awards, and decreases in payroll and payroll related costs. Early in 2025 we also refocused on controlling discretionary spending and reducing non-strategic expenses. During the first quarter of 2025, we disaggregated the amortization of intangible assets and restructuring costs from general and administrative expenses in all periods presented.

Current wording

General and administrative expense for the three months ended September 30, 2025, decreased compared to the prior year period. The decline was due primarily to decreases in acquisition-related costs, decreases in stock-based compensation related to a decreased probability for the achievement of certain performance targets related to performance stock awards, and decreases in payroll and payroll-related costs. Early in 2025 we also refocused on controlling discretionary spending and reducing non-strategic expenses.

Previous wording

Compared with the prior-year period, revenue for the six months ended June 30, 2025 was down led by declines in semi, auto/EV, industrial and defense/aerospace. This was partially offset by smaller increases in other markets, life sciences and safety/security.

Current wording

Compared with the prior-year period, revenue for the nine months ended September 30, 2025 was down led by declines in Semi, Auto/EV, Defense/Aerospace, Industrial as well as Other. This was partially offset by increases in Life Sciences and Safety/Security.

Previous wording

Compared with the prior-year period, orders for the six months ended June 30, 2025 increased reflecting strength in auto/EV, industrial, life sciences and safety/security. Within semi, orders from both front and back-end were down compared to the prior year period as demand remains low.

Current wording

Compared with the prior-year period, orders for the nine months ended September 30, 2025 increased reflecting strength in Auto/EV, Industrial, Life Sciences, Defense/Aerospace and Safety/Security. Within Semi, orders from both front and back-end were down compared to the prior year period as demand remains low while orders in Other markets also declined.

Previous wording

Gross margin declined 10 basis points in the six months ended June 30, 2025, compared to the same prior year period due to the absorption of fixed costs on lower volumes offset partly by cost reduction initiatives. The current year period also includes the full six months impact of Alfamation™ activity.

Current wording

Gross margin declined 150 basis points in the nine months ended September 30, 2025, compared to the same prior year period due to the decrease in revenue and resultant negative impact of lower fixed cost absorption, as partly offset by cost reduction initiatives. The current year period also includes the full nine months impact of Alfamation™ activity.

Previous wording

Selling expense for the six months ended June 30, 2025, declined slightly compared to the prior year period, but not at the rate of the revenue decline. Sales commissions, payroll, payroll related costs and advertising decreased, however, we recognized an increase in warranty expense compared to the prior year period. The full six month impact of Alfamation™ was inconsequential.

Current wording

Selling expense for the nine months ended September 30, 2025, declined slightly compared to the prior year period as sales commissions, payroll, payroll-related costs and advertising decreased, however, we recognized an increase in warranty expense and the full nine month impact of Alfamation™.

Previous wording

Engineering and product development expense for the six months ended June 30, 2025, increased compared to the prior year period due to payroll and payroll related cost increases and the full six month impact of Alfamation™.

Current wording

Engineering and product development expense for the nine months ended September 30, 2025, increased compared to the prior year period due to payroll and payroll related cost increases and the full nine month impact of Alfamation™.

Previous wording

General and administrative expense for the six months ended June 30, 2025, decreased compared to the prior year period due primarily to decreases in acquisition-related costs and bonus expense. Early in 2025 we also refocused on controlling discretionary spending and reducing non-strategic expenses. During the first quarter of 2025, we disaggregated the amortization of intangible assets and restructuring costs from general and administrative expenses in all periods presented.

Current wording

General and administrative expense for the nine months ended September 30, 2025, decreased compared to the prior year period due primarily to decreases in acquisition-related costs, decreases in stock-based compensation related to a decreased probability for the achievement of certain performance targets, and bonus expense. Early in 2025 we also refocused on controlling discretionary spending and reducing non-strategic expenses. These decreases are partly offset by the full period impact of Alfamation™ in 2025.

Previous wording

Amortization of acquired intangible assets for the six months ended June 30, 2025, increased compared to the prior year period due to the full six months impact of the additional finite-lived intangible assets acquired in the Alfamation™ acquisition.

Current wording

Amortization of acquired intangible assets for the nine months ended September 30, 2025, increased compared to the prior year period due to the full nine months impact of the additional finite-lived intangible assets acquired in the Alfamation™ acquisition.

Previous wording

Restructuring costs for the six months ended June 30, 2025, represent the costs recognized for the Videology Consolidation of the Netherlands operations into our US operations in Mansfield, MA as well as the leadership transition in our Environmental Technologies division. These costs were for severance and retention accruals along with the payroll-related costs. See “Part I; Item 1. Financial Statements; Notes to Consolidated Financial Statements; Note (16) Restructuring” for further details. There were no restructuring programs in the prior year period.

Current wording

Restructuring costs for the nine months ended September 30, 2025, represent the costs recognized for the Videology Consolidation of the Netherlands operations into our US operations in Mansfield, MA as well as the leadership transition in our Environmental Technologies division. These costs were for severance and retention accruals along with the payroll-related costs. See “Part I; Item 1. Financial Statements; Notes to Consolidated Financial Statements; Note (16) Restructuring” for further details. There were no restructuring programs in the prior year period.

Previous wording

On a quarterly basis, we record income tax (benefit) or expense based on the expected annualized effective tax rate for the various taxing jurisdictions in which we operate our businesses. For the six months ended June 30, 2025, we recorded a tax benefit based on our pre-tax loss and expected annualized rate, whereas in the comparable period we reported pre-tax income. There were no unusual tax adjustments recorded in either period.

Current wording

On a quarterly basis, we record income tax (benefit) or expense based on the expected annualized effective tax rate for the various taxing jurisdictions in which we operate our businesses. For the nine months ended September 30, 2025, we recorded a tax benefit based on our pre-tax loss and expected annualized rate, whereas in the comparable period we reported pre-tax income. There were no unusual tax adjustments recorded in either period.

Previous wording

At June 30, 2025, we have not borrowed any amounts under the $10.0 million Revolving Facility. Our borrowings under the Term Note are discussed below and our available drawing capacity under the Term Note at June 30, 2025, was $30.0 million. The principal balance of the Revolving Facility and the principal balance of any amount drawn under the Term Note accrues interest based on the Secured Overnight Financing Rate or a bank-defined base rate plus an applicable margin, depending on leverage. The Loan Agreement includes customary affirmative, negative and financial covenants, including a maximum ratio of consolidated funded debt to consolidated EBITDA of not more than 3.0 to 1.0 and a fixed charge coverage ratio of not less than 1.25 to 1.0. Our obligations under the Loan Agreement are secured by liens on substantially all of our tangible and intangible assets. At June 30, 2025, we were in compliance with all of the covenants included in the Loan Agreement, except for the fixed charge coverage ratio financial covenant which was 0.80 to 1.0 for the quarter ended June 30, 2025.

Current wording

At September 30, 2025, we have not borrowed any amounts under the $10.0 million Revolving Facility. Our borrowings under the Term Note are discussed below and our available drawing capacity under the Term Note at September 30, 2025, was $30.0 million. The principal balance of the Revolving Facility and the principal balance of any amount drawn under the Term Note accrues interest based on the Secured Overnight Financing Rate or a bank-defined base rate plus an applicable margin, depending on leverage. The Loan Agreement includes customary affirmative, negative and financial covenants, including a maximum ratio of consolidated funded debt to consolidated EBITDA of not more than 3.0 to 1.0 and a fixed charge coverage ratio of not less than 1.25 to 1.0. Our obligations under the Loan Agreement are secured by liens on substantially all of our tangible and intangible assets.

Previous wording

On August 5, 2025, we executed the Sixth Amendment to the Loan Agreement, which formally waives the fixed charge coverage ratio financial covenant for periods ending June 30, 2025 through and including March 31, 2026. During the period of this waiver we are required to request consent from M&T if we wish to utilize our Revolving Facility and we formally pledged a portion of our cash holdings equal to our total open debt with M&T. At June 30, 2025 we were holding $5.9 million of total debt with M&T.

Current wording

On August 5, 2025, we executed the Sixth Amendment to the Loan Agreement, which formally waives the fixed charge coverage ratio financial covenant for periods ending June 30, 2025 through and including March 31, 2026. During the period of this waiver we are required to request consent from M&T if we wish to utilize our Revolving Facility and we formally pledged a portion of our cash holdings equal to our total outstanding debt with M&T. At September 30, 2025 we were holding $4.9 million of total debt with M&T. At September 30, 2025, we were in compliance with all of the other covenants included in the Loan Agreement.

Previous wording

On December 29, 2021, we drew $8.5 million under the Term Note to finance the acquisition of Acculogic. We did not enter into an interest rate swap agreement with M&T related to this draw. The annual interest rate we expect to pay for this draw under the Term Note is variable. At June 30, 2025, it was 6.6% based on current leverage.

Current wording

On December 29, 2021, we drew $8.5 million under the Term Note to finance the acquisition of Acculogic. We did not enter into an interest rate swap agreement with M&T related to this draw. The annual interest rate we expect to pay for this draw under the Term Note is variable. At September 30, 2025, it was 6.4% based on current leverage.

Previous wording

At June 30, 2025, Alfamation™’s debt was valued at $4.2 million, including $0.7 million that is backed by Alfamation™’s accounts receivable. The reduction since the acquisition date represents repayments of short-term instruments and principal payments on long-term debt, net of new borrowings that are backed by Alfamation™’s accounts receivable. The short-term variable financing rate at June 30, 2025, was 3.1%. At June 30, 2025, the weighted average interest rate payable on the bank issued term loans was 1.1% for fixed rate debt and 3.7% for variable rate debt and the overall weighted average interest rate for the bank issued term loans was 3.2%.

Current wording

At September 30, 2025, Alfamation™’s debt was $4.0 million, including $0.9 million that is backed by Alfamation™’s accounts receivable. The reduction since the acquisition date represents repayments of short-term instruments and principal payments on long-term debt, net of new borrowings that are backed by Alfamation™’s accounts receivable. The short-term variable financing rate at September 30, 2025, was 3.2%. At September 30, 2025, the weighted average interest rate payable on the bank issued term loans was 1.1% for fixed rate debt and 3.8% for variable rate debt and the overall weighted average interest rate for the bank issued term loans was 3.2%.

Previous wording

Total interest expense for the six months ended June 30, 2025 and 2024, related to our various debt arrangements was $0.3 million and $0.4 million, respectively.

Current wording

Total interest expense for the nine months ended September 30, 2025 and 2024, related to our various debt arrangements was $0.4 million and $0.6 million, respectively.

Previous wording

Our cash and cash equivalents and working capital were as follows:

Current wording

Our cash, cash equivalents, restricted cash and working capital were as follows:

Previous wording

As of June 30, 2025, $8.6 million, or 45%, of our cash and cash equivalents was held by our foreign subsidiaries. We currently expect our cash and cash equivalents, in combination with the borrowing capacity available under our Revolving Facility and the anticipated net cash to be provided by our operations in the next twelve months to be sufficient to support our short-term working capital requirements and other corporate requirements. Our Revolving Facility is discussed in “Note (10) Debt” to our consolidated financial statements in this Report.

Current wording

As of September 30, 2025, $10.0 million, or 62%, of our cash and cash equivalents was held by our foreign subsidiaries. We currently expect our cash and cash equivalents, in combination with the borrowing capacity available under our Revolving Facility and the anticipated net cash to be provided by our operations in the next twelve months to be sufficient to support our short-term working capital requirements and other corporate requirements. Our Revolving Facility is discussed in “Note (10) Debt” to our Consolidated Financial Statements in this Report.

Previous wording

Our material short-term cash requirements include payments due under our various lease agreements, recurring payroll and benefits obligations to our employees, purchase commitments for materials that we use in the products we sell and principal and interest payments on our debt. We estimate that our short-term working capital requirements currently range between $8.0 million and $10.0 million. We expect our current cash and cash equivalents, in combination with the borrowing capacity available under our Revolving Facility and the anticipated net cash to be provided by our operations to be sufficient to support these additional investments as well as our current short-term cash requirements. As discussed above in “Credit Facility” and in “Note (10) Debt”, on August 5, 2025 we formally pledged a portion of our cash holdings equal to our total open debt with M&T. At June 30, 2025 we were holding $5.9 million of total debt with M&T.

Current wording

Our material short-term cash requirements include payments due under our various lease agreements, recurring payroll and benefits obligations to our employees, purchase commitments for materials that we use in the products we sell and principal and interest payments on our debt. We estimate that our short-term working capital requirements currently range between $8.0 million and $10.0 million. We expect our current cash and cash equivalents, in combination with the borrowing capacity available under our Revolving Facility and the anticipated net cash to be provided by our operations to be sufficient to support these additional investments as well as our current short-term cash requirements. As discussed above in “Credit Facility” and in “Note (10) Debt”, on August 5, 2025 we formally pledged a portion of our cash holdings equal to our total outstanding debt with M&T. At September 30, 2025 we were holding $4.9 million of total debt with M&T.

Previous wording

Operating Activities: Net cash provided by operating activities for the six months ended June 30, 2025, was $4.8 million, an increase of $7.9 million compared to the prior year period. The increase was driven primarily by decreased revenues and collections of our accounts receivable, offset partially by the decrease in net earnings from the comparative period as a result of the net loss during the six months ended June 30, 2025, and increases in prepaids and other assets. Non-cash adjustments to net (loss) earnings increased primarily due to increased depreciation and amortization resulting from the full six month impact of Alfamation™.

Current wording

Operating Activities: Net cash provided by operating activities for the nine months ended September 30, 2025, was $8.3 million, an increase of $7.1 million compared to the prior year period. The increase was driven primarily by decreased revenues and collections of our accounts receivable, offset partially by the decrease in net earnings from the comparative period as a result of the net loss during the nine months ended September 30, 2025, and increases in prepaid expenses and other assets. Non-cash adjustments to net (loss) earnings increased primarily due to increased depreciation and amortization resulting from the full nine month impact of Alfamation™.

Previous wording

Investing Activities: Net cash used in investing activities for the six months ended June 30, 2025, was $0.7 million, a decreased usage of $18.7 million compared to the prior year period. During the six months ended June 30, 2024, we used $18.7 million of cash to acquire Alfamation™, whereas in the current year period we did not have any acquisitions. Capital expenditures for property and equipment were consistent in both periods.

Current wording

Investing Activities: Net cash used in investing activities for the nine months ended September 30, 2025, was $1.1 million, a decreased usage of $18.8 million compared to the prior year period. During the nine months ended September 30, 2024, we used $18.7 million of cash to acquire Alfamation™, whereas in the current year period we did not have any acquisitions. Capital expenditures for property and equipment were consistent in both periods.

Previous wording

Financing Activities: Net cash used in financing activities for the six months ended June 30, 2025, was $5.6 million, an increased usage of $3.8 million compared to the prior year period. The increase is due to the repayments of short-term borrowings used in the Alfamation™ operations along with repayments of our long-term debt.

Current wording

Financing Activities: Net cash used in financing activities for the nine months ended September 30, 2025, was $6.8 million, an decreased usage of $1.3 million compared to the prior year period. During the nine months ended September 30, 2024, we used $1.0 million for the repurchase of our common stock under the November 20, 2023 repurchase authorization, whereas in the current year period we did not have any stock repurchases under the March 5, 2025 renewal of the previously expired share repurchase plan. The remaining decrease in cash used in financing activities is primarily due to change in the repayments of short-term borrowings used in the Alfamation™ operations along with repayments of our long-term debt.

Previous wording

See “Part I; Item 1. Financial Statements; Notes to Consolidated Financial Statements; Note (2) Summary of Significant Accounting Policies; (s) Effect of Recently Adopted Amendments to Authoritative Accounting Guidance and (t) Effect of Recently Issued Amendments to Authoritative Accounting Guidance Not Yet Adopted” for information concerning the implementation and impact of new or recently adopted accounting standards.

Current wording

See “Part I; Item 1. Financial Statements; Notes to Consolidated Financial Statements; Note (2) Summary of Significant Accounting Policies; (t) Effect of Recently Adopted Amendments to Authoritative Accounting Guidance and (u) Effect of Recently Issued Amendments to Authoritative Accounting Guidance Not Yet Adopted” for information concerning the implementation and impact of new or recently adopted accounting standards.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

Additionally, we have applied to the Office of Foreign Asset Control (“OFAC”) to obtain permission for additional purchases from the Belarus supplier through December 31, 2025, but as of September 30, 2025 we have not yet received the Office’s response and are uncertain of when that response may be received. We also applied to Global Affairs Canada for similar permission, since this supplier has been placed on a restricted parties list in Canada, as well and similarly, as of September 30, 2025, we have not yet received a response from Global Affairs Canada.

Current report — wording carried from elsewhere

41 - includes discussion of factors unique to a particular operating segment where significant to an understanding of that segment.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

As noted in “Part I; Item 1; Financial Statements; Notes to Consolidated Financial Statements; Note (10) Debt,” our Loan Agreement with M&T Bank (“M&T”) contains financial covenants, including a fixed charge coverage ratio of not less than 1.25 to 1.0. At June 30, 2025, we were in compliance with all of the covenants included in the Loan Agreement except for the fixed charge coverage ratio, which was 0.80 to 1.0.