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INTEST CORP

For the period ended Mar 31, 2026. Filed May 11, 2026.

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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.

Mar 31, 2026 · Filed May 11, 2026

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

0001036262-25-000029

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

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-11.

0001036262-26-000032

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 127 previous paragraphs and 111 current paragraphs.

70 unchanged; 29 reworded; 8 added; 22 removed; 6 previous and 4 current paragraphs rearranged.

Tables are not compared: 21 previous and 11 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 (8)

Current report

In early October 2023, Hamas attacked Israel and Israel formally declared war in response to the attack. Although a cease-fire was declared in October 2025, hostilities continue. On February 28, 2026, the U.S. and Israel launched a coordinated military operation against Iran, and Iran has responded with attacks affecting certain Persian Gulf states as well as Israel. It is unclear when these continuing conflicts will end and these conflicts are likely to cause regional instability that could materially adversely affect global trade, regional economies and the global economy, which could materially adversely affect our financial condition and results of operations. 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

Current report

Additionally, we have applied to the U.S Department of Treasury’s Office of Foreign Asset Control (“OFAC”) and Global Affairs Canada for permission to purchase materials from the Belarus supplier to support repairs and warranty claims for the existing units already in service with our customers. As of March 31, 2026, we have not yet received such permission from Global Affairs Canada. In December 2025, we received a license from OFAC allowing us to purchase a specified dollar amount of these parts from this supplier through June 30, 2026. Late in the first quarter of 2026, we determined that our license needed to be amended to include a director of this supplier who was also listed individually as a prohibited party by the U.S. government. We have requested this amendment as well as an extension of the license to allow purchases through the end of 2027. There can be no assurance that these amendments will be approved by OFAC or what the timing of any such approval would be.

Current report

During the three months ended March 31, 2026, we granted performance-based restricted stock awards and performance-based stock options, both of which contain market conditions. These awards with market conditions have not been traditionally awarded by the Company and their grant date fair values were determined using a Monte Carlo simulation model. These Monte Carlo simulation models use estimates for expected volatility, risk-free rate of return, expected term and expected dividend yield and also incorporates the probability of achieving the market conditions. Unlike our other awards, compensation costs for awards with market conditions are recognized regardless of whether the market conditions are satisfied, provided that the requisite service is rendered.

Current report

Gross margin increased 400 basis points in the three months ended March 31, 2026, compared to the same prior year period due to higher volume, favorable product mix and manufacturing efficiency initiatives.

Current report

Operating Activities: Net cash used in operating activities for the three months ended March 31, 2026, was $3.3 million, an increased usage of $8.9 million compared to the prior year period. The increase was driven primarily by the changes in accounts receivable, driven by increased revenue outpacing the rate of collections period-over-period, along with the change in accounts payable, offset partially by the increase in net earnings from the comparative period and the increase in the change in domestic and foreign taxes payable.
Removed paragraphs (22)

Previous report

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.

Previous 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.

Previous 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.

Previous report

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 report

Nine Months Ended September 30, 2025, Compared to Nine Months Ended September 30, 2024

Previous report

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 report

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 report

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 report

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 report

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 report

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 report

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™.
Reworded paragraphs (29)

Previous wording

In addition to historical information, this Quarterly Report on Form 10-Q for the period ended September 30, 2025 (this “Report”), including this management’s discussion and analysis (“MD&A”), contains statements that are considered “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, such as statements of our plans, strategies and intentions, or our future performance or goals, projections of revenue, taxable earnings (loss), net earnings (loss), net earnings (loss) per share, capital expenditures and other financial items, that are based on management’s current expectations and estimates. Our forward-looking statements can often be identified by the use of forward-looking terminology such as “believe,” “expect,” “may,” “could,” “will,” “plans,” “depending,” “seeking,” “anticipates,” “goal,” “objective,” “target,” “estimates,” “future,” “strategy,” or variations of such words or similar terminology. Investors and prospective investors are cautioned that such forward-looking statements are only projections based on current expectations and estimates. These statements involve risks and uncertainties and are based upon various assumptions. Such risks and uncertainties include, but are not limited to:

Current wording

In addition to historical information, this Quarterly Report on Form 10-Q for the period ended March 31, 2026 (this “Report”), including this management’s discussion and analysis (“MD&A”), contains statements that are considered “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, such as statements of our plans, strategies and intentions, or our future performance or goals, projections of revenue, taxable earnings (loss), net earnings (loss), net earnings (loss) per share, capital expenditures and other financial items, that are based on management’s current expectations and estimates. Our forward-looking statements can often be identified by the use of forward-looking terminology such as “believe,” “continue,” “expect,” “may,” “could,” “will,” “plans,” “depending,” “seeking,” “anticipates,” “goal,” “objective,” “target,” “estimates,” “future,” “strategy,” “intended,” or variations of such words or similar terminology. Investors and prospective investors are cautioned that such forward-looking statements are only projections based on current expectations and estimates. These statements involve risks and uncertainties and are based upon various assumptions. Such risks and uncertainties include, but are not limited to:

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

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 operate our business worldwide, sell our products both domestically and internationally and manufacture our products

Previous 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).

Current wording

34 - in the U.S., Canada, Italy and began limited manufacturing in Malaysia in the fourth quarter of 2025. Marketing and support activities are conducted worldwide from our facilities in the U.S., Canada, Italy, Germany, Singapore, Malaysia, and the U.K. We have three reportable segments which are also our reporting units: Electronic Test, (which includes our semiconductor 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

While a significant portion of our orders and revenue are derived from the Semi market, and our operating results generally follow the overall trend in the Semi market, in any given period we may experience anomalies that cause the trend in our revenue from the Semi market to deviate from the overall trend in the market. We believe that these anomalies may be driven by a variety of factors within the Semi market, including, for example, changing product requirements, longer periods between new product offerings by OEMs and changes in customer buying patterns. In addition, in recent periods, we have seen instances when demand within the Semi market is not consistent for each of our operating segments or for any given product within a particular operating segment. This inconsistency in demand can be driven by a number of factors but, in most cases, we have found that the primary reason is unique customer-specific changes in demand for certain products driven by the needs of their customers or markets served. Recently this has become more pronounced for our sales into the wafer production sector within the broader semiconductor market due to the limited market penetration we have into this sector and the variability of orders we have experienced from the few customers we support. These shifts in market practices and customer-specific needs have had, and may continue to have, varying levels of impact on our operating results and are difficult to quantify or predict from period to period.

Current wording

While a significant portion of our orders and revenue are derived from the Semi market, and our operating results generally follow the overall trend in the Semi market, in any given period we may experience anomalies that cause the trend in our revenue from the Semi market to deviate from the overall trend in the market. We believe that these anomalies may be driven by a variety of factors within the Semi market, including, for example, changing product requirements, longer periods between new product offerings by OEMs and changes in customer buying patterns. In addition, in recent periods, we have seen instances when demand within the Semi market is not consistent for each of our operating segments or for any given product within a particular operating segment. This inconsistency in demand can be driven by a number of factors but, in most cases, we have found that the primary reason is unique customer-specific changes in demand for certain products driven by the needs of their customers or markets served. Recently this has

Previous 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.

Current wording

As noted in “Part I; Item 1; Financial Statements; Notes to Consolidated Financial Statements; Note (9) 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 March 31, 2026 we had total debt of $2.8 million with M&T, held $2.8 million of restricted cash with M&T, and were in compliance with all covenants included in the Loan Agreement. By June 30, 2026 we project having less than $2.0 million total debt outstanding with M&T.

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. 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.

Current wording

36 - 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 conflicts with Hamas and in Iran began and have been advised that their operations are currently uninterrupted. We maintain a two-to-three month safety stock on these items. As of March 31, 2026, 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

We have qualified a new supplier for these materials and have a new supply of these materials on hand. Our first system incorporating these new materials shipped to one of our customers at the end of the second quarter 2025.

Current wording

We have qualified a new supplier for these materials and have a supply of these materials on hand to support new production. Our first system incorporating these new materials shipped to one of our customers at the end of the second quarter 2025.

Previous wording

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to inventories, long-lived assets, goodwill, identifiable intangibles, contingent consideration liabilities and deferred income tax valuation allowances. We base our estimates on historical experience and on appropriate and customary assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Some of these accounting estimates and assumptions are particularly sensitive because of their significance to our Consolidated Financial Statements and because of the possibility that future events affecting them may differ markedly from what had been assumed when the financial statements were prepared. As of September 30, 2025, there have been no significant changes to the accounting estimates that we have deemed critical. Our critical accounting estimates are more fully described in “Part I; Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations; Critical Accounting Estimates” in our 2024 Form 10-K.

Current wording

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to inventories, long-lived assets, goodwill, identifiable intangibles, contingent consideration liabilities and deferred income tax valuation allowances. We base our estimates on historical

Previous 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

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 includes discussion of factors unique to a particular operating segment where significant to an understanding of that segment.

Previous 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.

Current wording

Compared with the prior-year period, revenue for the first quarter increased due primarily to growth in Defense/Aerospace, Life Sciences, Auto/EV and Semi, partially offset by a decrease in Other. Sequentially, revenue increased compared to the trailing fourth quarter, due primarily to increases in Semi and Auto/EV, offset partially by a decrease in Industrial following a stronger than normal fourth quarter.

Previous 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.

Current wording

Compared with the prior-year period, orders for the first quarter increased primarily in Auto/EV and Defense/Aerospace partially offset by the decline in Semi. Sequentially, orders decreased primarily in Life Sciences, Semi, Other and Safety/Security.

Previous 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.

Current wording

At March 31, 2026, our backlog of unfilled orders for all products was $51.8 million compared to $38.2 million at March 31, 2025, and $53.9 million at December 31, 2025. 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 September 30, 2025, declined compared to the prior year period as sales commissions, payroll and payroll-related costs decreased.

Current wording

Selling expense for the three months ended March 31, 2026, declined compared to the prior year period due primarily to a decline in warranty expense.

Previous wording

Engineering and product development expense for the three months ended September 30, 2025, increased nominally compared to the prior year period.

Current wording

Engineering and product development expense for the three months ended March 31, 2026, increased nominally compared to the prior year period due primarily to an increase in payroll and payroll related costs.

Previous 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™.

Current wording

General and administrative expense for the three months ended March 31, 2026, increased compared to the prior year period due primarily to an increase in payroll and payroll related costs.

Previous wording

Restructuring costs for the three 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.

Current wording

Restructuring costs for the three months ended March 31, 2026, are primarily the costs associated with our CEO transition. The costs for the three months ended March 31, 2025 represent severance and retention accruals along with the payroll-related costs recognized for the Videology Consolidation of the Netherlands operations into our US operations in Mansfield, MA. See “Part I; Item 1. Financial Statements; Notes to Consolidated Financial Statements; Note (15) Restructuring” for further details.

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 three 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.

Current wording

On a quarterly basis, we record income tax expense or (benefit) based on the expected annualized effective tax rate for the various taxing jurisdictions in which we operate our businesses. For the three months ended March 31, 2026, we recorded a tax expense based on our pre-tax earnings and expected annualized rate, whereas in the comparable period we reported a pre-tax loss. The increase in the effective tax rate for the current year period is due to limitations on certain current year deductions related to the prior year's net operating loss carry-over applied to current year taxable income. There were no unusual tax adjustments recorded in either period.

Previous wording

Our primary historical source of liquidity and capital resources has been cash flow generated by our operations. In 2021, we also utilized our Credit Facility, which is discussed below, to fund our acquisitions. We manage our businesses to maximize operating cash flows as our primary source of liquidity for our short-term cash requirements, as discussed below. We use cash to fund growth in our operating assets, for new product research and development, for acquisitions and for stock repurchases. We currently anticipate that any additional long-term cash requirements related to our strategy would be funded through a combination of our cash and cash equivalents, our Credit Facility or by issuing equity.

Current wording

Our primary historical source of liquidity and capital resources has been cash flow generated by our operations. In 2021, we also utilized our Credit Facility, which is discussed below, to fund our acquisitions. We manage our businesses to maximize operating cash flows as our primary source of liquidity for our short-term cash requirements, as discussed below. We use cash to fund growth in our operating assets, for new product research and development, for acquisitions

Previous wording

As discussed in “Note (10) Debt” to our Consolidated Financial Statements in this Report, on October 15, 2021, we entered into an Amended and Restated Loan and Security Agreement with M&T which, was subsequently amended on October 28, 2021, December 30, 2021, September 20, 2022, May 2, 2024, December 18, 2024 and August 5, 2025 (as amended, the “Loan Agreement”). The Loan Agreement includes a $50.5 million non-revolving delayed draw term note (the “Term Note”) and a $10.0 million revolving credit facility (the “Revolving Facility” and together with the Term Note, the “Credit Facility”). The Credit Facility has a five-year contract period that began on October 15, 2021, and, as amended, expires on May 2, 2031, and draws under the Term Note, as amended, are permissible until May 2, 2026.

Current wording

As discussed in “Note (9) Debt” to our Consolidated Financial Statements in this Report, on October 15, 2021, we entered into an Amended and Restated Loan and Security Agreement with M&T which, was subsequently amended on October 28, 2021, December 30, 2021, September 20, 2022, May 2, 2024, December 18, 2024 and August 5, 2025 (as amended, the “Loan Agreement”). The Loan Agreement includes a $50.5 million non-revolving delayed draw term note (the “Term Note”) and a $10.0 million revolving credit facility (the “Revolving Facility” and together with the Term Note, the “Credit Facility”). The Credit Facility has a five-year contract period that began on October 15, 2021, and, as amended, expires on May 2, 2031, and draws under the Term Note, as amended, are permissible until May 2, 2026. On May 4, 2026, we amended the Credit Facility, effective as of April 30, 2026, to extend our ability to draw on the Term Note through August 28, 2026.

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 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.

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 March 31, 2026 we were holding $2.8 million of total debt with M&T. At March 31, 2026, we were in compliance with all of the 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 September 30, 2025, it was 6.4% 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 March 31, 2026, it was 5.8% based on current leverage.

Previous wording

As discussed further in “Note (3) Acquisition,” we assumed debt with the acquisition of Alfamation™ which totaled $11.3 million as of the acquisition date. The debt acquired is comprised of both fixed and variable rate bank issued term loans as well as short-term variable rate financing backed by Alfamation™’s accounts receivable. This debt is spread across several different institutions with monthly, quarterly or semi-annual repayment schedules.

Current wording

We assumed debt with the acquisition of Alfamation™ which totaled $11.3 million as of the acquisition date. The debt acquired is comprised of both fixed and variable rate bank issued term loans as well as short-term variable rate financing backed by Alfamation™’s accounts receivable. This debt is spread across several different institutions with monthly, quarterly or semi-annual repayment schedules.

Previous 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%.

Current wording

At March 31, 2026, Alfamation™’s debt was $5.7 million, including $3.4 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 March 31, 2026, was 3.2%. At March 31, 2026, the weighted average interest rate payable on the bank issued term loans was 0.7% for fixed rate debt and 4.0% for variable rate debt and the overall weighted average interest rate for the bank issued term loans was 3.3%.

Previous 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.

Current wording

Total interest expense for the three months ended March 31, 2026 and 2025, related to our various debt arrangements was $0.1 million and $0.2 million, respectively.

Previous 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.

Current wording

As of March 31, 2026, $9.7 million, or 76%, 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 (9) 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 outstanding debt with M&T. At September 30, 2025 we were holding $4.9 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 (9) Debt”, on August 5, 2025 we formally pledged a portion of our cash holdings equal to our total outstanding debt with M&T. At March 31, 2026 we were holding $2.8 million of total debt with M&T. On May 4, 2026, we amended the Credit Facility,effective as of April 30, 2026, to extend our ability to draw on the Term Note through August 28, 2026.

Previous 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.

Current wording

Investing Activities: Net cash used in investing activities for the three months ended March 31, 2026, was $0.6 million, an increased usage of $0.4 million compared to the prior year period. Capital expenditures for property and equipment were consistent in both periods.

Previous 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.

Current wording

Financing Activities: Net cash provided by financing activities for the three months ended March 31, 2026, was $1.7 million, whereas we reported a cash usage in financing activities of $3.4 million for the prior year period. During the three months ended March 31, 2026, we reported short term borrowings, net of repayments, of $2.2 million, which is related to the short-term variable financing used at Alfamation™. We did not have any stock repurchases under the March 5, 2025 renewal of the previously expired share repurchase plan in either the current year or prior year periods. As a result of our stock price increase between January 1, 2026 and March 31, 2026, we saw an increase in stock option exercise activity, which resulted in an increased cash inflow of $0.5 million compared to the prior year period.

Previous 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.

Current wording

See “Part I; Item 1. Financial Statements; Notes to Consolidated Financial Statements; Note (2) Summary of Significant Accounting Policies 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.
Rearranged current paragraphs (4)

Current report — wording carried from elsewhere

35 - become more pronounced for our sales into the wafer production sector within the broader semiconductor market due to the limited market penetration we have into this sector and the variability of orders we have experienced from the few customers we support. These shifts in market practices and customer-specific needs have had, and may continue to have, varying levels of impact on our operating results and are difficult to quantify or predict from period to period. Management has taken, and will continue to take, such actions it deems appropriate to adjust our strategies, products and operations to counter such shifts in market practices as they become evident.

Current report — wording carried from elsewhere

37 - experience and on appropriate and customary assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Some of these accounting estimates and assumptions are particularly sensitive because of their significance to our Consolidated Financial Statements and because of the possibility that future events affecting them may differ markedly from what had been assumed when the financial statements were prepared.

Current report — wording carried from elsewhere

As of March 31, 2026, except for the estimates considered for our awards with market conditions, there have been no significant changes to the accounting estimates that we have deemed critical. Our critical accounting estimates are more fully described in “Part I; Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations; Critical Accounting Estimates” in our 2025 Form 10-K.

Current report — wording carried from elsewhere

41 - and for stock repurchases. We currently anticipate that any additional long-term cash requirements related to our strategy would be funded through a combination of our cash and cash equivalents, our Credit Facility or by issuing equity.
Rearranged previous paragraphs (6)

Previous report — wording carried elsewhere

Management has taken, and will continue to take, such actions it deems appropriate to adjust our strategies, products and operations to counter such shifts in market practices as they become evident.

Previous report — wording carried elsewhere

41 - includes discussion of factors unique to a particular operating segment where significant to an understanding of that segment.

Previous report — wording carried elsewhere

The following table sets forth, for the periods indicated, a breakdown of revenue by market:

Previous report — wording carried elsewhere

The following table sets forth, for the periods indicated, a breakdown of the orders received by market:

Previous report — wording carried elsewhere

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 report — wording carried elsewhere

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.