INTEST CORP

None.

Index to Exhibits

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. inTEST Corporation

Pursuant to the requirements of Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND

FINANCIAL STATEMENT SCHEDULE

To the Stockholders and the Board of Directors of inTEST Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of inTEST Corporation and its subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive earnings, stockholders' equity and cash flows for each of the two years in the period ended December 31, 2023, and the related notes to the consolidated financial statements and schedule (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established inInternal Control—* Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Our report dated March 27, 2024 expressed an opinion that the Company had not maintained effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of Goodwill

As disclosed in Notes 2 and 4 to the Company’s consolidated financial statements, during 2023 the Company had three operating segments which are also its reporting units – Electronic Test, Environmental Technologies, and Process Technologies. As of December 31, 2023, the Company’s goodwill balance of approximately $21.7 million was allocated across the three reporting units as follows: $3.4 million to Electronic Test, $1.8 million to Environmental Technologies and $16.5 million to Process Technologies. The Company performed an annual goodwill impairment test as of October 1, 2023 using a quantitative evaluation for each of its reporting units. The Company determines the fair value of its reporting units using the income approach, based on a discounted cash flow valuation model. To test for goodwill impairment, the Company compares the fair value of each reporting unit to its carrying value.

Given the significant estimates and assumptions management makes to determine the fair value of the reporting units, we identified management’s assumptions related to revenue growth rates, expense growth rates, control premiums and discount rates utilized in the valuation of the reporting units quantitatively tested for goodwill impairment as a critical audit matter. Auditing the reasonableness of management’s estimates and assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

Our audit procedures related to the assessment of the valuation of goodwill included, among other procedures, the following:

/s/RSM US LLP

We have served as the Company's auditor since 2008.

Blue Bell, Pennsylvania

March 27, 2024

To the Stockholders and the Board of Directors of inTEST Corporation

Opinion on the Internal Control Over Financial Reporting

We have audited inTEST Corporation's (the Company) internal control over financial reporting as of December 31, 2023, based on criteria established inInternal Control—* Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013 . In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2023, based on criteria established inInternal Control—* Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, and the related consolidated statements of operations, comprehensive earnings, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2023 of the Company and our report dated March 27, 2024 expressed an unqualified opinion.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management's assessment. The Company did not appropriately design and implement controls over 1) the identification of and 2) the application of appropriate U.S. GAAP for transactions related to the procurement and sale of discontinued material/components purchased on behalf of customers where the associated materials/components were still physically located with the Company and the materials/components are expected to be applied to future product orders for these customers. This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2023 financial statements, and this report does not affect our report dated March 27, 2024 on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management’s Report on Internal Controls over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ RSM US LLP

Blue Bell, Pennsylvania

March 27, 2024

CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(In thousands)

See accompanying Notes to Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’** EQUITY**

(In thousands, except share data)

See accompanying Notes to Consolidated Financial Statements

(In thousands)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 automotive, defense/aerospace, industrial, life sciences, security and semiconductor. We have three operating segments which are also our reportable segments and reporting units: Electronic Test, Environmental Technologies and Process Technologies.

The consolidated entity is comprised of inTEST Corporation and our wholly-owned subsidiaries. We manufacture our products in the U.S., Canada and the Netherlands. Marketing and support activities are conducted worldwide from our facilities in the U.S., Canada, Germany, Singapore, the Netherlands and the U.K. We operate our business worldwide and sell our products both domestically and internationally.

We announced in* December 2023that we have signed a lease on a 25,000 square foot facility in Penang, Malaysia which will support applications engineering, product development and localized manufacturing for nearly all inTEST brands. Operations are expected to begin at this location at some point in2024.* In connection with this operation, we established inTEST SE Asia Sdn Bhd (“inTEST SE Asia”), a private limited company incorporated in Malaysia which is a wholly-owned subsidiary of inTEST Corporation.

All of our operating segments have multiple products that we design, manufacture and market to our customers. Due to a number of factors, our products have varying levels of gross margin. The mix of products we sell in any period is ultimately determined by our customers’ needs. Therefore, the mix of products sold in any given period can change significantly from the prior period. In addition, we sell our products to a variety of different types of customers with varying levels of discounts and commission expense. As a result of changes in both the mix of products sold as well as customer mix in any given period, our consolidated gross margin can vary significantly from period to period.

The semiconductor market (“semi” or the “semi market”) which includes both the broader semiconductor market, as well as the more specialized automated test equipment (“ATE”) and wafer production sectors within the broader semiconductor market, has historically been the largest single market in which we operate. The semi market is characterized by rapid technological change, competitive pricing pressures and cyclical as well as seasonal market patterns. The semi market is also subject to periods of significant expansion or contraction in demand. In addition to the semi market, we sell into a variety of other markets. Our intention is to continue diversifying our markets, our product offerings within the markets we serve and our customer base across all of our markets with the goal of reducing our dependence on anyone market, product or customer. In particular, we are seeking to reduce the impact of volatility in the semi market on our results of operations.

Our Electronic Test segment sells its products to semiconductor manufacturers andthird-party test and assembly houses (end user sales) and to ATE manufacturers (original equipment manufacturer (“OEM”) sales), who ultimately resell our equipment with theirs to both semiconductor manufacturers andthird-party test and assembly houses. These sales all fall within the ATE sector of the semi market. With the acquisition of Acculogic Inc. and its affiliates (“Acculogic”) in* December 2021,*our Electronic Test segment also sells its products to customers in markets outside the semi market including the automotive, defense/aerospace, industrial and life sciences markets. Our Environmental Technologies segment sells its products to end users and OEMs within the ATE sector of the semi market. It also sells its products to customers in a variety of other markets other than the semi market, including the automotive, defense/aerospace, industrial and life sciences markets. Our Process Technologies segment sells its products to customers in the wafer production sector within the semi market. It also sells its products to customers in a variety of other markets other than the semi market, including the automotive, defense/aerospace, industrial, life sciences and security markets.

Our financial results are affected by a wide variety of factors, including, butnot limited to, general economic conditions worldwide and in the markets in which we operate, economic conditions specific to the semi market and the other markets we serve, downward pricing pressures from customers, our reliance on a relatively few number of customers for a significant portion of our sales and our ability to safeguard patented technology and intellectual property in a rapidly evolving market. In addition, we are exposed to the risk of obsolescence of our inventory depending on the mix of future business and technological changes within the markets that we serve. Part of our strategy for growth includes potential acquisitions that* maycause us to incur substantial expense in reviewing and evaluating potential transactions. We mayor maynot* be successful in locating suitable businesses to acquire and in closing acquisitions of businesses we pursue. In addition, we* maynot* be able to successfully integrate any business we do acquire with our existing business and we* may**not* be able to operate the acquired business profitably. As a result of these or other factors, we* may*experience significant period-to-period fluctuations in future operating results.

F-9

On* May 11, 2023,we entered into an At-the-Market Issuance Sales Agreement (the "Sales Agreement") pursuant to which we issued and sold 921,797 shares of our common stock having an aggregate offering price of $20,000 between May 11, 2023and May 31, 2023.*We received net proceeds from the sale of these shares of $19,244 after payment of commissions of 3.0% of the gross proceeds and other fees related to the sale of these shares.

******Basis of Presentation and Use of Estimates

The accompanying consolidated financial statements include our accounts and those of our wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated upon consolidation. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Certain of our accounts, including inventories, long-lived assets, goodwill, identifiable intangibles and deferred tax assets and liabilities including related valuation allowances, are particularly impacted by estimates.

******Reclassifications

Certain prior year amounts have been reclassified to be comparable with the current year's presentation.

Subsequent Events

We have made an assessment of our operations and determined that there wereno material subsequent events requiring adjustment to, or disclosure in, our consolidated financial statements for the year ended* December 31, 2023other than those described in Note19.*

******Business Combinations

Acquired businesses are accounted for using the purchase method of accounting, which requires that the purchase price be allocated to the net assets acquired at their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Fair values of intangible assets are estimated by valuation models prepared by our management andthird-party advisors. The assets purchased and liabilities assumed have been reflected in our consolidated balance sheets, and the operating results are included in the consolidated statements of operations and consolidated statements of cash flows from the date of acquisition. Any change in the fair value of acquisition-related contingent consideration subsequent to the acquisition date, including changes from events after the acquisition date, will be recognized in the consolidated statements of operations in the period of the estimated fair value change. Acquisition-related transaction costs, including legal and accounting fees and other external costs directly related to the acquisition, are recognized separately from the acquisition and expensed as incurred in general and administrative expense in the consolidated statements of operations.

Restructuring and Other Charges

In accordance with the guidance in Accounting Standards Codification (“ASC”) Topic420 (Exit or Disposal Cost Obligations), we recognize a liability for restructuring costs at fair value only when the liability is incurred. Workforce-related charges are accrued when it is determined that a liability has been incurred, which is generally after individuals have been notified of their termination dates and expected severance benefits. Depending on the timing of the termination dates, these charges* maybe recognized upon notification or ratably over the remaining required service period of the employees. Plans to consolidate excess facilities mayresult in lease termination fees and impairment charges related to our right-of-use (“ROU”) assets that are associated with the leases for these facilities. Other long-lived assets that maybe impaired as a result of restructuring consist of property and equipment, goodwill and intangible assets. Asset impairment charges included in restructuring and other charges are based on an estimate of the amounts and timing of future cash flows related to the expected future remaining use and ultimate sale or disposal of the asset, and, in the case of our ROU assets, would include expected future sublease rental income, if applicable. These estimates are derived using the guidance in ASC Topic842* (Leases), ASC Topic360 (Property, Plant and Equipment) and ASC Topic350 (Intangibles - Goodwill and Other).

Cash, Cash Equivalents and Restricted Cash

Short-term investments that have maturities ofthree months or less when purchased are considered to be cash equivalents and are carried at cost, which approximates fair value. Our cash balances, which are deposited with highly reputable financial institutions, at times* mayexceed the federally insured limits. We havenot* experienced any losses related to these cash balances and believe the credit risk to be minimal.

F-10

Restricted cash at* December 31, 2022represented amounts deposited at our bank in the Netherlands to support a bank guarantee whichone* of the customers of our induction heating products required as a condition of paying a deposit on a large order they placed with us in2022. The amount of the deposit, and, accordingly, the guarantee, was EUR 1,160. At* December 31, 2022this amount was $1,142. The related order was Euro denominated. The amount of the deposit and related guarantee declined as shipments were made against the order. At December 31, 2023,*this deposit had been fully utilized and the bank guarantee had therefore lapsed.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets and the consolidated statements of cash flows:

Trade Accounts Receivable and Allowance for Doubtful Accounts

Trade accounts receivable are recorded at the invoiced amount and donot bear interest. We grant credit to customers and generally requireno collateral. To minimize our risk, we perform ongoing credit evaluations of our customers' financial condition. As discussed below under “Effect of Recently Adopted Amendments to Authoritative Accounting Guidance”, effective* January 1, 2023,we follow the guidance in ASC Topic326* (Financial Instruments – Credit Losses) in developing our estimate of the allowance for credit losses related to our accounts receivable. The allowance for credit losses is our best estimate of the amount of expected credit losses in our existing accounts receivable. In establishing the amount of allowance for credit losses, we consider all information available as of the reporting date including information related to past events, such as historical loss rates and actual incurred losses, as well as current conditions that* may*indicate future risk of loss and any other factors of which we are aware, that we believe could impact the ultimate collectability of the related receivables in future periods.

Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. We donot have any significant off-balance sheet credit exposure related to our customers. Cash flows from accounts receivable are recorded in operating cash flows.

For the year ended* December 31, 2023,there wereno* significant changes in the amount of the allowance for credit losses. Bad debt recoveries totaled $198 and $470 for the years ended* December 31, 2023and2022,* respectively. These amounts had all been fully written off in a prior period or pre-acquisition, in the case of recently acquired businesses, and wereno longer in our accounts receivable balance. Bad debt expense to reserve for items currently in our accounts receivable balance which we donot expect to collect totaled $286 for the year ended* December 31, 2022.There wasno similar bad debt expense for the year ended December 31, 2023.*Cash flows from accounts receivable are recorded in operating cash flows.

Fair Value of Financial Instruments

Our financial instruments include cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, our credit facility, interest rate swaps and our liabilities for contingent consideration. Our cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at cost which approximates fair value, due to the short maturities of the accounts. Our credit facility and our interest rate swap are discussed further below and in Note10. Our liabilities for contingent consideration are accounted for in accordance with the guidance in ASC820 (Fair Value Measurement). ASC820 establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and our own assumptions (unobservable inputs). Our contingent consideration liabilities are measured at fair value on a recurring basis using Level3 inputs which are inputs that are unobservable and significant to the overall fair value measurement. These unobservable inputs reflect our assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. See Note3 for further disclosures related to the fair value of our liabilities for contingent consideration.

Goodwill, Intangible and Long-Lived Assets

We have three reportable segments which are also our reporting units: Electronic Test, Environmental Technologies and Process Technologies.

F-11

We account for goodwill and intangible assets in accordance with ASC Topic350 (Intangibles - Goodwill and Other). Finite-lived intangible assets are amortized over their estimated useful economic life and are carried at cost less accumulated amortization. Goodwill is assessed for impairment annually at the beginning of thefourth quarter on a reporting unit basis, or more frequently when events and circumstances occur indicating that the recorded goodwill* maybe impaired. Goodwill is considered to be impaired if the fair value of a reporting unit is less than its carrying amount. As a part of the goodwill impairment assessment, we have the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If, as a result of our qualitative assessment, we determine that it is more-likely-than-not that the fair value of the reporting unit is greater than its carrying amount, a quantitative goodwill impairment test isnot* required. However, if, as a result of our qualitative assessment, we determine it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, or, if we choosenot to perform a qualitative assessment, we are required to perform a quantitative goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized.

The quantitative goodwill impairment test compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considerednot impaired. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The goodwill impairment assessment is based upon the income approach, which estimates the fair value of our reporting units based upon a discounted cash flow approach. This fair value is then reconciled to our market capitalization at year end with an appropriate control premium. The determination of the fair value of our reporting units requires management to make significant estimates and assumptions including the selection of control premiums, discount rates, terminal growth rates, forecasts of revenue and expense growth rates, income tax rates, changes in working capital, depreciation, amortization and capital expenditures. Changes in assumptions concerning future financial results or other underlying assumptions could have a significant impact on either the fair value of the reporting unit or the amount of the goodwill impairment charge.

Indefinite-lived intangible assets are assessed for impairment annually at the beginning of thefourth quarter, or more frequently if events or changes in circumstances indicate that the asset might be impaired. As a part of the impairment assessment, we have the option to perform a qualitative assessment to determine whether it is more likely thannot that an indefinite-lived intangible asset is impaired. If, as a result of our qualitative assessment, we determine that it is more-likely-than-not that the fair value of the indefinite-lived intangible asset is less than its carrying amount, the quantitative impairment test is required; otherwise,no further testing is required. The quantitative impairment test consists of a comparison of the fair value of the intangible asset with its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.

Long-lived assets, which consist of finite-lived intangible assets, property and equipment and ROU assets, are assessed for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets* may**not* be fully recoverable or that the useful lives of these assets areno longer appropriate. Each impairment test is based on a comparison of the estimated undiscounted cash flows to the recorded value of the asset group. If impairment is indicated, the asset group is written down to its estimated fair value. The cash flow estimates used to determine the impairment, if any, contain management's best estimates using appropriate assumptions and projections at that time.

Revenue Recognition

We recognize revenue in accordance with the guidance in ASC Topic606 (Revenue from Contracts with Customers). We recognize revenue for the sale of products or services when our performance obligations under the terms of a contract with a customer are satisfied and control of the product or service has been transferred to the customer. Generally, this occurs when we ship a product or perform a service. In certain cases, recognition of revenue is deferred until the product is received by the customer or at some other point in the future when we have determined that we have satisfied our performance obligations under the contract. Our contracts with customers* may*include a combination of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. In addition to the sale of products and services, we also lease certain of our equipment to customers under short-term lease agreements. We recognize revenue from equipment leases on a straight-line basis over the lease term.

Revenue is recorded in an amount that reflects the consideration we expect to receive in exchange for those products or services. We donot have any material variable consideration arrangements, or any material payment terms with our customers other than standard payment terms which generally range from net30 to net90 days. We generally donot provide a right of return to our customers. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities.

F-12

Nature of Products and Services

We are a global supplier of innovative test and process technology solutions for use in manufacturing and testing in targeted markets including automotive, defense/aerospace, industrial, life sciences, security and semiconductor. We sell thermal management products including ThermoStreams, ThermoChambers, process chillers, refrigerators and freezers, which we sell under our Temptronic, Sigma, Thermonics and North Sciences product lines, and Ambrell Corporation’s (“Ambrell”) precision induction heating systems, including EKOHEAT and EASYHEAT products. As a result of the acquisition of Videology, we sell industrial-grade circuit board mounted video digital cameras and related devices, systems and software. We sell semiconductor ATE interface solutions which include manipulators, docking hardware and electrical interface products. As a result of the acquisition of Acculogic, we sell robotics-based electronic production test equipment. We sell semiconductor ATE interface solutions and certain thermal management products to the semi market. We also sell many of our products to various other markets including the automotive, defense/aerospace, industrial, life sciences and security markets. We provide post-warranty service and support for the equipment we sell.

We lease certain of our equipment under short-term leasing agreements with original lease terms ofsix months or less. Our lease agreements donot contain purchase options. Occasionally we procure and sell materials/components on behalf of and to our customers.

Types of Contracts with Customers

Our contracts with customers are generally structured as individual purchase orders which specify the exact products or services being sold or equipment being leased along with the selling price, service fee or monthly lease amount for each individual item on the purchase order. Payment terms and any other customer-specific acceptance criteria are also specified on the purchase order. We generally donot have any customer-specific acceptance criteria, other than that the product performs within the agreed upon specifications. We test substantially all products manufactured as part of our quality assurance process to determine that they comply with specifications prior to shipment to a customer.

Contract Balances

We record accounts receivable at the time of invoicing. Accounts receivable, net of the allowance for credit losses, is included in current assets on our consolidated balance sheets. In certain instances, we also receive customer deposits in advance of invoicing and recording of accounts receivable. Customer deposits are included in current liabilities on our consolidated balance sheets. To the extent that we donot recognize revenue at the same time as we invoice, we record a liability for deferred revenue. Deferred revenue estimated to be recognized within the nexttwelve months is included in current liabilities. Deferred revenue that we estimate will be recognized beyondtwelve months is recorded in Other Liabilities on our consolidated balance sheets. Any non-inventoriable costs associated with deferred revenue are also deferred and recorded in Prepaid Expenses and Other Current Assets or Other Assets on our consolidated balance sheets, depending on when the related deferred revenue is expected to be recognized.

As discussed above, we follow the guidance in ASC Topic326 in developing our estimate of the allowance for credit losses related to our accounts receivable. The allowance for credit losses is our best estimate of the amount of expected credit losses in our existing accounts receivable. We monitor the collectability of accounts receivable on an ongoing basis and record charges for bad debt expense in the period when we determine that a loss is expected to occur based on our assessment.

Costs to Obtain a Contract with a Customer

The only costs we incur associated with obtaining contracts with customers are sales commissions that we pay to our internal sales personnel orthird-party sales representatives. These costs are calculated based on set percentages of the selling price of each product or service sold. Commissions are considered earned by our internal sales personnel at the time we recognize revenue for a particular transaction. Commissions are considered earned bythird-party sales representatives at the time that revenue is recognized for a particular transaction. We record commission expense in our consolidated statements of operations at the time the commission is earned. Commissions earned butnot yet paid are included in current liabilities on our balance sheets.

Product Warranties

In connection with the sale of our products, we generally provide standardone- ortwo-year product warranties which are detailed in our terms and conditions and communicated to our customers. Our standard warranties arenot offered for sale separately from our products; therefore, there isnot a separate performance obligation related to our standard warranties. We record estimated warranty expense for our standard warranties at the time of sale based upon historical claims experience. We offer customers an option to separately purchase an extended warranty on certain products. In the case of extended warranties, we recognize revenue in the amount of the sale price for the extended warranty on a straight-line basis over the extended warranty period. We record costs incurred to provide service under an extended warranty at the time the service is provided. Warranty expense is included in selling expense in our consolidated statements of operations.

See Notes5 and17 for further information about our revenue from contracts with customers.

F-13

Inventories

Inventories are valued at cost on afirst-in,first-out basis,not in excess of net realizable value. Cash flows from the sale of inventories are recorded in operating cash flows. On a quarterly basis, we review our inventories and record excess and obsolete inventory charges based upon our established objective excess and obsolete inventory criteria. Our criteria identify excess material as the quantity of material on hand that is greater than the average annual usage of that material over the priorthree years. Our criteria identify obsolete material as material that hasnot been used in a work order during the priortwenty-four months. In certain cases, additional excess and obsolete inventory charges are recorded based upon current market conditions, anticipated product life cycles, new product introductions and expected future use of the inventory. The excess and obsolete inventory charges we record establish a new cost basis for the related inventories. We incurred excess and obsolete inventory charges of $544 and $771 for the years ended* December 31, 2023and2022,* respectively.

******Property and Equipment

Machinery and equipment are stated at cost, except for machinery and equipment acquired in a business combination, which are stated at fair value at the time of acquisition. As previously discussed above under "Goodwill, Intangible and Long-Lived Assets," machinery and equipment that has been determined to be impaired is written down to its fair value at the time of the impairment. Depreciation is based upon the estimated useful life of the assets using the straight-line method. The estimated useful lives range fromone toten years. Leasehold improvements are recorded at cost and amortized over the shorter of the lease term or the estimated useful life of the asset. Total depreciation expense was $1,021 and $809 for the years ended* December 31, 2023and2022,* respectively.

Leases

We account for leases in accordance with ASC Topic842 (Leases). We determine if an arrangement is a lease at inception. A lease contract is within scope if the contract has an identified asset (property, plant or equipment) and grants the lessee the right to control the use of the asset during the lease term. The identified asset* maybe either explicitly or implicitly specified in the contract. In addition, the supplier mustnot* have any practical ability to substitute a different asset and wouldnot economically benefit from doing so for the lease contract to be in scope. The lessee’s right to control the use of the asset during the term of the lease must include the ability to obtain substantially all of the economic benefits from the use of the asset as well as decision-making authority over how the asset will be used. Leases are classified as either operating leases or finance leases based on the guidance in ASC Topic842. Operating leases are included in operating lease ROU assets and operating lease liabilities in our consolidated balance sheets. Finance leases are included in property and equipment and financing lease liabilities. We donot currently have any financing leases.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.None of our leases provide an implicit rate; therefore, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms* mayinclude options to extend or terminate the lease. We include these options in the determination of the amount of the ROU asset and lease liability when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Certain of our operating leases contain predetermined fixed escalations of minimum rentals and rent holidays during the original lease terms. Rent holidays are periods during which we have control of the leased facility but arenot* obligated to pay rent. For these leases, our ROU asset and lease liability are calculated including any rent holiday in the determination of the life of the lease.

We have lease agreements which contain both lease and non-lease components, which are generally accounted for separately. In addition to the monthly rental payments due, most of our leases for our offices and warehouse facilities include non-lease components representing our portion of the common area maintenance, property taxes and insurance charges incurred by the landlord for the facilities which we occupy. These amounts arenot included in the calculation of the ROU assets and lease liabilities as they are based on actual charges incurred in the periods to which they apply.

Operating lease payments are included in cash outflows from operating activities on our consolidated statements of cash flows. Amortization of ROU assets is presented separately from the change in operating lease liabilities and is included in Depreciation and Amortization on our consolidated statements of cash flows.

We have made an accounting policy electionnot to apply the recognition requirements of ASC Topic842 to short-term leases (leases with a term ofone year or less at the commencement date of the lease). Lease expense for short-term lease payments is recognized on a straight-line basis over the lease term.

See Note8 for further disclosures regarding our leases.

F-14

Interest Rate Swap Agreement

We are exposed to interest rate risk on our floating-rate debt. We have entered into an interest rate swap agreement to effectively convert our floating-rate debt to a fixed-rate basis for a portion of our floating rate debt, as discussed further in Notes3 and10. The principal objective of this agreement is to eliminate the variability of the cash flows for interest payments associated with our floating-rate debt, thus reducing the impact of interest rate changes on future interest payment cash flows. We have elected to apply the hedge accounting rules in accordance with ASC Topic815 (Derivatives and Hedging). Further, we have determined that this agreement qualifies for the shortcut method of hedge accounting. Changes in the fair value of interest rate swap agreements designated as cash flow hedges are recorded as a component of accumulated other comprehensive income (loss) within stockholders’ equity and are amortized to interest expense over the term of the related debt.

Contingent Liability for Repayment of State and Local Grant Funds Received

In connection with leasing a facility in Rochester, New York, which our subsidiary, Ambrell, occupied in* May 2018,we entered into agreements with the city of Rochester and the state of New York under which we received grants totaling $550 to help offset a portion of the cost of the leasehold improvements we made to this facility. In exchange for the funds we received under these agreements, we are required to create and maintain specified levels of employment in this location through various dates ending in2024.* If we fail to meet these employment targets, we* maybe required to repay a proportionate share of the proceeds. At December 31, 2023,$193 of the total proceeds received could still be required to be repaid if we donot* meet the targets. We have recorded this amount as a contingent liability which is included in other liabilities on our consolidated balance sheet. Those portions of the proceeds which areno longer subject to repayment are reclassified to deferred grant proceeds and amortized to income on a straight-line basis over the remaining lease term for the Rochester facility. Deferred grant proceeds are included in other current liabilities and other liabilities on our balance sheets and totaled $246 at* December 31, 2023.At December 31, 2023,*we were in compliance with the employment targets as specified in the grant agreement with the city of Rochester.

******Stock-Based Compensation

We account for stock-based compensation in accordance with ASC Topic718 (Compensation - Stock Compensation) which requires that employee share-based equity awards be accounted for under the fair value method and requires the use of an option pricing model for estimating fair value of stock options, which is then amortized to expense over the service periods. See further disclosures related to our stock-based compensation plans in Note13.

Engineering and Product Development

Engineering and product development costs, which consist primarily of the salary and related benefits costs of our technical staff, as well as the cost of materials used in product development, are expensed as incurred.

******Foreign Currency

For our foreign subsidiaries whose functional currencies arenot the U.S. dollar, assets and liabilities are translated using the exchange rate in effect at the balance sheet date. The results of operations are translated using an average exchange rate for the period. The effects of rate fluctuations in translating assets and liabilities of these international operations into U.S. dollars are included in accumulated other comprehensive earnings in stockholders' equity. Transaction gains or losses are included in net earnings. For the year ended* December 31, 2023,net foreign currency transaction gains were $9. For the year ended December 31, 2022,*net foreign currency transaction losses were $109.

******Income Taxes

The asset and liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for operating loss and tax credit carryforwards and for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if it is more likely thannot that such assets willnot be realized. See Note11 for additional information regarding income taxes.

Net Earnings Per Common Share

Net earnings per common share - basic is computed by dividing net earnings by the weighted average number of common shares outstanding during each period. Net earnings per common share - diluted is computed by dividing net earnings by the weighted average number of common shares and common share equivalents outstanding during each period. Common share equivalents represent unvested shares of restricted stock and stock options and are calculated using the treasury stock method. Common share equivalents are excluded from the calculation if their effect is anti-dilutive.

F-15

The table below sets forth, for the periods indicated, a reconciliation of weighted average common shares outstanding - basic to weighted average common shares and common share equivalents outstanding - diluted and the average number of potentially dilutive securities that were excluded from the calculation of diluted earnings per share because their effect was anti-dilutive:

Effect of Recently Adopted Amendments to Authoritative Accounting Guidance

In* June 2016,the Financial Accounting Standards Board (“FASB”) issued amendments to the guidance for accounting for credit losses. In November 2019,the FASB deferred the effective date of these amendments for certain companies, including smaller reporting companies. As a result of the deferral, the amendments were effective for us for reporting periods beginning after December 15, 2022.The amendments replaced the incurred loss impairment methodology under previous GAAP with a methodology that reflects expected credit losses and requires the use of a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. The amendments require a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the beginning of thefirst* reporting period in which the guidance is effective. We adopted the amendments when they became effective for us on* January 1, 2023.The adoption of these amendments didnot* have any impact on our consolidated financial statements.

Effect of Recently Issued Amendments to Authoritative Accounting Guidance

In* November 2023,the FASB issued amendments to the guidance for disclosures about reportable segments which require disclosures of significant expenses by segment and interim disclosure of items that were previously required on an annual basis. The amendments are to be applied on a retrospective basis and are effective for fiscal years beginning after December 15, 2023and interim periods within fiscal years beginning after December 15, 2024.*We are evaluating the impact of the amendments on disclosures in our consolidated financial statements.

In* December 2023,the FASB issued amendments to the guidance for disclosures about income tax which provide for additional disclosures primarily related to the income tax rate reconciliations and income taxes paid. The amendments require entities to annually disclose the income tax rate reconciliation using both amounts and percentages, considering several categories of reconciling items, including state and local income taxes, foreign tax effects, tax credits and nontaxable or nondeductible items, among others. Disclosure of the reconciling items is subject to a quantitative threshold and disaggregation by nature and jurisdiction. The amendments also require entities to disclose net income taxes paid or received to federal, state and foreign jurisdictions, as well as by individual jurisdiction, subject to afive* percent quantitative threshold. The amendments* maybe adopted on a prospective or retrospective basis and are effective for fiscal years beginning after December 15, 2024*with early adoption permitted. We are evaluating the impact of the amendments on disclosures in our consolidated financial statements.

ASC Topic820 (Fair Value Measurement) establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and our own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances.

ASC820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC820 establishes athree-tier fair value hierarchy that distinguishes among the following:

Level1 Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access.

F-16

Level2 Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that arenot active and models for which all significant inputs are observable, either directly or indirectly.

Level3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by us in determining fair value is greatest for instruments categorized in Level3. A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Recurring Fair Value Measurements

The interest rate swap agreement we entered into in connection with our Term Note, as discussed further in Notes2 and10, is measured at fair value on a recurring basis using Level2 inputs. The contingent consideration liability on our balance sheets is measured at fair value on a recurring basis using Level3 inputs. Our contingent consideration liability is a result of our acquisition of Acculogic on* December 21, 2021,and represents the estimated fair value of the additional cash consideration payable that is contingent upon sales to Electric Vehicle (“EV”) or battery customers. Our acquisition of Acculogic and this liability are both discussed further in Note3* to our consolidated financial statements in our Annual Report on Form10-K for the year ended* December 31, 2022 (the“2022* Form10-K”) filed on* March 22, 2023with the Securities and Exchange Commission. As of December 31, 2023,this liability was classified as long-term. As of December 31, 2022,$324 of this liability was classified as current and was included in Other Current Liabilities on our balance sheet. During the year ended December 31, 2023,the total amount of this liability was adjusted down by $294 as a result of a reduction in our forecast for sales to EV and battery customers in thefive*-year period following the acquisition. The decrease in the amount of the liability during2023 was included in General and Administrative Expenses on our statement of operations.

The following fair value hierarchy table presents information about assets and (liabilities) measured at fair value on a recurring basis:

Changes in the fair value of our Level3 contingent consideration liabilities for the years ended* December 31, 2023and2022* were as follows:

We havethree operating segments which are also our reporting units: Electronic Test, Environmental Technologies and Process Technologies. Goodwill and intangible assets on our balance sheets are the result of our acquisitions.

F-17

Goodwill

Changes in the amount of the carrying value of goodwill for the years ended* December 31, 2023and2022* are as follows:

Goodwill was comprised of the following at* December 31, 2023and2022:*

Intangible Assets

Changes in the amount of the carrying value of indefinite-lived intangible assets for the year ended* December 31, 2023and2022* are as follows:

Changes in the amount of the carrying value of finite-lived intangible assets for the years ended* December 31, 2023and2022* are as follows:

The following tables provide further detail about our intangible assets at* December 31, 2023and2022:*

F-18

We generally amortize our finite-lived intangible assets over their estimated useful lives based on the pattern in which the economic benefits of the intangible assets are expected to be consumed, or on a straight-line basis, if an alternate amortization method cannot be reliably determined. Any such alternate amortization method would be based on the pattern in which the economic benefits of the intangible asset are expected to be consumed.None of our intangible assets have any residual value.

The following table sets forth the estimated annual amortization expense for each of the nextfive years:

Impairment of Goodwill and Indefinite Life Intangible Assets

During* October 2023and2022,* we assessed our goodwill and indefinite life intangible asset for impairment in accordance with the requirements of ASC Topic350 using a quantitative approach. Our goodwill impairment assessment is based upon the income approach, which estimates the fair value of our reporting units based upon a discounted cash flow approach. This fair value is then reconciled to our market capitalization at year end with an appropriate control premium. The discount rate used in2023 for the discounted cash flows ranged between 14.5% and 16.0% depending on the reporting unit. The discount rate used in2022 for the discounted cash flows ranged between 16.5% and 18.0% depending on the reporting unit. The selection of the rates in each year was based upon our analysis of market-based estimates of capital costs and discount rates. The determination of the fair value of our reporting units requires management to make significant estimates and assumptions including the selection of control premiums, discount rates, terminal growth rates, forecasts of revenue and expense growth rates, income tax rates, changes in working capital, depreciation, amortization and capital expenditures. Changes in assumptions concerning future financial results or other underlying assumptions could have a significant impact on either the fair value of the reporting unit or the amount of the goodwill impairment charge.

During the goodwill impairment assessment in both2023 and2022, we compared the fair value of our reporting units with their carrying values. This assessment indicatedno impairment existed as the fair value of the reporting units exceeded their carrying values in both2023 and2022.

During the indefinite life intangible asset impairment assessment in both2023 and2022, we compared the fair value of our indefinite life intangible assets with their carrying values. This assessment indicatedno impairment existed as the fair value of the indefinite life intangible assets exceeded their carrying values in both2023 and2022.

F-19

Impairment of Long-Lived Assets and Finite-lived Intangible Assets

During2023 and2022, we didnot review any of our long-lived assets for impairment as there wereno events or changes in business circumstances that would indicate an impairment might exist.

The following tables provide additional information about our revenue from contracts with customers, including revenue by customer and product type and revenue by market. See also Note17 for information about revenue by operating segment and geographic region.

During the year ended* December 31, 2023,one customer accounted for 13% of our consolidated revenue. This revenue was primarily generated by our Electronic Test segment. During the year ended December 31, 2023,no other customer accounted for10% or more of our consolidated revenue. During the year ended December 31, 2022,*no customer accounted for10% or more of our consolidated revenue.

Inventories held at* December 31*were comprised of the following:

F-20

As previously discussed in Note2, we account for our leases in accordance with the guidance in ASC Topic842. We lease our offices, warehouse facilities and certain equipment under non-cancellable operating leases that expire at various dates through2031. Total operating lease and short-term lease costs for the years ended* December 31, 2023and2022,* respectively, were as follows:

The following is additional information about our leases at* December 31, 2023:*

Maturities of lease liabilities at* December 31, 2023*were as follows:

Cash Flow Information

Total amortization of ROU assets for the years ended* December 31, 2023and2022* was $1,567 and $1,241, respectively.

Lease Modifications and Additions

Supplemental cash flow information related to leases for the years ended* December 31, 2023and2022* was as follows:

Year ended December 31, 2023**

Non-cash increases in operating lease liabilities and ROU assets as a result of acquisitions and the execution of new leases:

During thethree months ended* March 31, 2023,we entered into a 25-month lease for a facility for our Environmental Technologies segment’s operation in Germany. At the effective date of this lease, we recorded a non-cash increase in our ROU assets and operating lease liabilities of approximately $90. During this same period, we entered into a 36-month lease for a car forone* of the employees of our Process Technologies segment who is based in Europe. At the effective date of this lease, we recorded a non-cash increase in our ROU assets and operating lease liabilities of approximately $30.

Duringthree months ended* June 30, 2023,we entered into a 48-month lease for a car forone* of the employees of our Process Technologies segment who is based in Europe. At the effective date of this lease, we recorded a non-cash increase in our ROU assets and operating lease liabilities totaling approximately $41.

F-21

During thethree months ended* December 31, 2023,we entered into a 36-month lease for a facility for our inTEST SE Asia operation which we expect will begin operations at some point in2024,* as discussed further in Note1. At the effective date of this lease, we recorded a non-cash increase in our ROU assets and operating lease liabilities of approximately $455. During this same period, we entered also extended the lease for our Process Technologies operations in the Netherlands for an additional 36 months. At the effective date of this modification, we recorded non-cash increases in our ROU assets and operating lease liabilities totaling approximately $136.

Year ended December 31, 2022**

Non-cash increases in operating lease liabilities and ROU assets as a result of acquisitions and the execution of new leases:

Duringthree months ended* March 31, 2022,we executed an amendment to the lease for our facility in Singapore which extended the term for a period of24* months commencing on* April 1, 2022and expiring on March 31, 2024.*At the effective date of this modification, we recorded a non-cash increase in our ROU assets and operating lease liabilities of approximately $51.

During thethree months ended* September 30, 2022,*we executed a 48-month lease for an automobile for our Videology operation in Europe. At the effective date of this lease, we recorded a non-cash increase in our ROU assets and operating lease liabilities of approximately $42.

During thethree months ended* December 31, 2022,*we executed a 62-month lease for a new facility for our Acculogic operation in Canada and a 37-month lease for a new facility for our Acculogic operation in California. At the effective dates of these leases, we recorded non-cash increases in our ROU assets and operating lease liabilities of approximately $942 and $127, respectively.

Other current liabilities at* December 31*were comprised of the following:

Letters of Credit

We have issued letters of credit as the security deposits for certain of our domestic leases. These letters of credit are secured by pledged certificates of deposit which are classified as Restricted Certificates of Deposit on our consolidated balance sheets. The terms of our leases require us to renew these letters of credit at least30 days prior to their expiration dates for successive terms ofnot less thanone year until lease expiration. Our outstanding letters of credit at* December 31, 2023and December 31, 2022*consisted of the following:

F-22

Credit Facility

On* October 15, 2021 (the “Closing Date”), we entered into an Amended and Restated Loan and Security Agreement with M&T Bank (“M&T”) which, on October 28, 2021,was amended by the Joinder and Amendment to Amended and Restated Loan and Security Agreement and which, on December 30, 2021,*was further amended by the Joinder and Second Amendment to Amended and Restated Loan and Security Agreement (as amended, the “Loan Agreement”).

The Loan Agreement included a $25,000 non-revolving delayed draw term note (the “Term Note”) and a $10,000 revolving credit facility (the “Revolving Facility” and together with the Term Note, the “Credit Facility”). The Credit Facility had afive-year contract period that began on the Closing Date and expired on* October 15, 2026,*and draws under the Term Note were permissible fortwo years.

On* September 20, 2022,we further amended the Loan Agreement by entering into a Third Amendment to Amended and Restated Loan and Security Agreement (the Loan Agreement, as amended by the Third Amendment, the “Amended Loan Agreement”) and the Third Amended and Restated Delayed Draw Term Note. Under the Amended Loan Agreement, the maximum loan amount that we mayborrow under the Term Note increased from $25,000 to $50,500, which raises the available funding at December 31, 2023to $30,000. Under the Amended Loan Agreement, the maturity date of the Term Note and Revolving Facility were also extended to September 19, 2027 (the “Contract Period”). At December 31, 2023,*we hadnot borrowed any amounts under the $10,000 Revolving Facility. Our borrowings under the Term Note are discussed below and occurred prior to entering into the Amended Loan Agreement.

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 for U.S. government securities (“SOFR”) or a bank-defined base rate plus an applicable margin, depending on leverage. Each draw under the Term Note will have an option for us of either (i) up to afive-year amortizing term loan with a balloon due at maturity, or (ii) up to afive-year term with up toseven years amortization with a balloon due at maturity. Any amortization greater thanfive years will be subject to an excess cash flow recapture. The Amended Loan Agreement also allows us to enter into hedging contracts with M&T, including interest rate swap agreements, interest rate cap agreements, interest rate collar agreements, or any other agreements or that are designed to protect us against fluctuations in interest rates or currency exchange rates.

The Amended Loan Agreement contains customary default provisions, including butnot limited to the failure by us to repay obligations when due, violation of provisions or representations provided in the Amended Loan Agreement, bankruptcy by us, suspension of our business or any of our subsidiaries and certain material judgments. After expiration of the Contract Period or if a continued event of default occurs, interest will accrue on the principal balance at a rate of 2% in excess of the then applicable non-default interest rate. The Amended Loan Agreement includes customary affirmative, negative and financial covenants, including a maximum ratio of consolidated funded debt to consolidated EBITDA ofnot more than 3.0 to1.0 and a fixed charge coverage ratio ofnot less than 1.25 to1.0. Our obligations under the Amended Loan Agreement are secured by liens on substantially all of our tangible and intangible assets that are owned as of the Closing Date or acquired thereafter. At* December 31, 2023,*we were in compliance with all of the covenants included in the Credit Facility including the debt covenants of the Amended Loan Agreement.

On* October 28, 2021,we drew $12,000 under the Term Note to finance the acquisition of Videology as discussed in Note12* to our consolidated financial statements in our2022 Form10-K. We also entered into an interest rate swap agreement with M&T as of this date which is designed to protect us against fluctuations in interest rates during thefive-year repayment and amortization period. As a result, the annual interest rate we expect to pay for this draw under the Term Note is fixed at approximately 3.2% based on current leverage.

On* December 29, 2021,we drew $8,500 under the Term Note to finance the acquisition of Acculogic as discussed in Note12* to our consolidated financial statements in our2022 Form10-K. We didnot 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* December 31, 2023,it was approximately 7.4% based on current leverage. Effective March 1, 2024,*this rate was unchanged.

The following table sets forth the remaining maturities of long-term debt:

F-23

We are subject to Federal and certain state income taxes. In addition, we are taxed in certain foreign countries.

Earnings before income taxes was as follows:

Income tax expense was as follows:

Deferred income taxes reflect the net tax effect of net operating loss and tax credit carryforwards as well as temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following is a summary of the significant components of our deferred tax assets and liabilities at* December 31, 2023and2022:*

F-24

The net change in the valuation allowance for the years ended* December 31, 2023and2022* was an increase of $18 and $163, respectively. In assessing the ability to realize the deferred tax assets, we consider whether it is more likely thannot that some portion or all of the deferred tax assets willnot be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which those temporary differences become deductible. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. In order to fully realize the total deferred tax assets, we will need to generate future taxable income prior to the expiration of net operating loss and tax credit carryforwards which expire in various years through2040.

An analysis of the effective tax rate for the years ended* December 31, 2023and2022* and a reconciliation from the expected statutory rate of 21% is as follows:

In accounting for income taxes, we follow the guidance in ASC Topic740 (Income Taxes) regarding the recognition and measurement of uncertain tax positions in our financial statements. Recognition involves a determination of whether it is more likely thannot that a tax position will be sustained upon examination with the presumption that the tax position will be examined by the appropriate taxing authority having full knowledge of all relevant information. Our policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statement of operations. At* December 31, 2023and2022,* we didnot have an accrual for uncertain tax positions.

We file U.S. income tax returns and multiple state and foreign income tax returns. With few exceptions, the U.S. and state income tax returns filed for the tax years ended* December 31, 2020*and thereafter are subject to examination by the relevant taxing authorities.

From time to time we* maybe a party to legal proceedings occurring in the ordinary course of business. We arenot* currently involved in any legal proceedings the resolution of which we believe could have a material effect on our business, financial position, results of operations or long-term liquidity.

As of* December 31, 2023,we had unvested restricted stock awards and stock options granted under stock-based compensation plans. On June 21, 2023,our stockholders approved the inTEST Corporation2023* Stock Incentive Plan (the*“2023* Plan”) which replaced the Fourth Amended and Restated2014 Stock Plan (the*“2014* Plan”).No further awards can be granted under the2014 Plan. The maximum number of shares of common stock available for grant and issuance under the2023 Plan is (a)350,000, plus (b) the number of shares of common stock available for issuance under the2014 Plan on the date the2023 Plan was approved by stockholders, plus (c) any shares of common stock that are subject to awards granted under the2014 Plan that expire, are forfeited or canceled or terminate for any other reason on or after the date the2023 Plan was approved by stockholders, without the issuance of shares. The number of shares available to be issued under the2023 Plan as of the date of its approval was 1,117,942.

F-25

Our unvested restricted stock awards and stock options are accounted for based on their grant date fair value. At* December**31,* 2023, total compensation expense to be recognized in future periods is $2,957. The weighted average period over which this expense is expected to be recognized is 2.0 years.

The following table summarizes the compensation expense we recorded during2023 and2022 related to unvested shares of restricted stock and stock options:

There wasno compensation expense capitalized in2023 or2022.

Stock Options

We record compensation expense for stock options based on the fair market value of the options as of the grant date.No option* may*be granted with an exercise period in excess often years from the date of grant. Generally, stock options will be granted with an exercise price equal to the fair market value of our stock on the date of grant and will vest over four years.

The fair value for stock options granted during2023 and2022 was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

The per share weighted average fair value of stock options issued during2023 and2022 was $9.43 and $4.53, respectively.

The following table summarizes the activity related to stock options for thetwo years ended* December 31, 2023:*

Restricted Stock Awards

We record compensation expense for restricted stock awards based on the quoted market price of our stock at the grant date and amortize the expense over the vesting period. Restricted stock awards generally vest over four years for employees and overone year for our independent directors (25% at each of* March 31,** June 30,** September 30,and December 31*of the year in which they were granted).

Since* August 2020,*we have increasingly granted performance-based restricted stock awards where the ultimate number of shares that vest can vary between 0% and 150% of the amount of the original award and is based on the achievement of specified performance metrics. Vesting for these awards is generally cliff vesting at the end of the period over which the performance metrics are measured. Compensation expense for these awards is recorded on a straight-line basis over the vesting period and is based on the expected final vesting percentage, which is re-assessed at the end of each reporting period and adjusted with a catch-up adjustment, as needed. Our initial assumption at the grant date of these awards is that the award will vest at the 100% level. Additional information on specific performance-based awards that have been issued is discussed below under “Performance-Based Awards.”

F-26

The following table summarizes the activity related to unvested restricted stock awards for thetwo years ended* December**31,* 2023:

The total fair value of the restricted stock awards that vested during the years ended* December 31, 2023and2022* was $3,132 and $643, respectively, as of the vesting dates of these awards.

Performance-Based Awards

On* August 24, 2020,our new President and Chief Executive Officer ("CEO") received a performance-based restricted stock award totaling 75,162 shares with a vesting date of August 24, 2023.These shares were valued at $345 as of the date of grant. Per the terms of the award, the final vesting percentage could range from 0% to 150% of the number of shares awarded on August 24, 2020.On June 14, 2021,our new Chief Financial Officer ("CFO") received a performance-based restricted stock award totaling 5,953 shares. These shares were valued at $100 as of the date of grant. The vesting provisions of this award are the same as the performance-based award granted to our CEO on August 24, 2020.The final vesting percentage is based on the achievement of certain performance metrics, including revenue compound annual growth rate and diluted earnings per share excluding amortization of intangibles, for specified time periods as determined by the Compensation Committee of our Board of Directors. At December 31, 2022,we had estimated that these awards would vest at 150% of the original amount based on our assessment of the probable achievement against the relevant performance metrics. These awards vested at the 150% level on August 24, 2023.As a result,40,557 additional shares of common stock were issued. At the original grant dates of these awards, shares totaling 100% of the respective awards were issued. These additional shares issued on August 24, 2023*represented the additional 50% that vested.

On* March 10, 2021,we issued performance-based restricted stock awards totaling 18,000 shares to members of the senior management within our operating segments. These shares were valued at $191 as of the date of grant. These shares will vest on thethird* anniversary of the grant date at a vesting percentage that could range from 0% to 150% of the number of shares awarded on* March 10, 2021.The final vesting percentage will be based on the achievement of certain performance metrics for the year ended December 31, 2023related to the operating results of the business units for which these members of management are responsible. During thefourth* quarter of2022, we reduced the expected final vesting percentage for 6,000 of these shares to 0% based on the projected operating results for the related business unit for the relevant measurement period for the performance metrics. During thefourth quarter of2023, we reduced the expected final vesting percentage for the remaining 12,000 shares from 100% to 88% based on actual operating results through* December 31, 2023for the related business units. As a result of the adjustment in the expected final vesting percentage, we recorded a catch-up adjustment to reduce expense by $14. This adjustment was recorded in general and administrative expense in our statement of operations. The 6,000 shares for which the vesting percentage had been reduced to 0% were forfeited in thefirst* quarter of2023 when the individual to whom they were granted terminated their employment with us.

On* March 9, 2022,our CEO and CFO received performance-based restricted stock awards totaling 20,493 shares. These shares were valued at $200 as of the date of grant. These shares vest on thethird* anniversary of the grant date at a vesting percentage that could range from 0% to 150% of the number of shares awarded on* March 9, 2022.The final vesting percentage will be based on the achievement of certain performance metrics, including revenue compound annual growth rate, for specified time periods as determined by the Compensation Committee of our Board of Directors. During thefourth* quarter of2023, we reduced the expected final vesting percentage for these shares from 100% to 50% based on our current projection for the performance metrics for the relevant measurement period. As a result of the adjustment in the expected final vesting percentage, we recorded a catch-up adjustment to reduce expense by $60. This adjustment was recorded in general and administrative expense in our statement of operations.

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On* October 1, 2021,we issued performance-based restricted stock awards totaling 5,000 shares to a member of senior management. These shares were valued at $59 as of the date of grant. These shares will vest on January 1, 2025at a vesting percentage that could range from 0% to 150% of the number of shares awarded on October 1, 2021.The final vesting percentage will be based on the achievement of certain performance metrics, including revenue compound annual growth rate and diluted earnings per share excluding amortization of intangibles, for specified time periods. During thefourth* quarter of2023, we reduced the expected final vesting percentage for these shares from 100% to 50% based on our current projection for the performance metrics for the relevant measurement period. As a result of the adjustment in the expected final vesting percentage, we recorded a catch-up adjustment to reduce expense by $20. This adjustment was recorded in general and administrative expense in our statement of operations.

On* March 8, 2023,our CEO, CFO and certain other members of our senior management received performance-based restricted stock awards totaling 18,888 shares valued at $303 as of the date of grant. These shares vest on thethird* anniversary of the grant date at a vesting percentage that could range from 0% to 150% of the number of shares of restricted stock awarded on* March 8, 2023.The final vesting percentage will be based on the achievement of certain performance metrics related to consolidated revenue for specified time periods as determined by the Compensation Committee of our Board of Directors. As of December 31, 2023,*we have estimated that these shares will vest at 100% of the original amount.

On* May 8, 2023the newly appointed president of our Environmental Technologies segment received performance-based restricted stock awards totaling 5,081 shares valued at $108 as of the date of grant. These shares vest on thethird* anniversary of the grant date at a vesting percentage that could range from 0% to 150% of the number of shares of restricted stock awarded on* May 8, 2023.The final vesting percentage will be based on the achievement of certain performance metrics including revenue and income from operations for specified time periods. As of December 31, 2023,*we have estimated that these shares will vest at 100% of the original amount.

On* November 20, 2023,our Board of Directors authorized a share repurchase plan (the “Repurchase Plan”) whereby we mayrepurchase shares of our common stock on the open market with a total aggregate repurchase amount of up to $10,000 until November 2024.We arenot* obligated to purchase any common stock under the Repurchase Plan. Further, the Repurchase Plan* maybe suspended or discontinued at any time without prior notice. As of December 31, 2023,*no shares had been repurchased under the Repurchase Plan.

The inTEST Corporation Employee Stock Purchase Plan (the “ESPP”) was adopted by our Board of Directors in* April 2021subject to approval by our stockholders, which occurred on June 23, 2021at our Annual Meeting of Stockholders. The ESPP provides our eligible employees with an opportunity to purchase common stock through accumulated payroll deductions at a discounted purchase price. The ESPP became effective on October 1, 2021.*

The ESPP provides that an aggregate of up to 250,000 shares of our common stock will be available for issuance under the ESPP. The shares of our common stock purchasable under the ESPP will be shares of authorized but unissued or reacquired shares, including shares repurchased by us on the open market.

During the year ended* December 31, 2023,*employees purchased 11,780 shares of our stock through the ESPP at a cost of $174. The closing market price on the dates of purchase were $20.74, $26.26, $15.17 and $13.60, respectively. The prices paid by employees were $17.63, $22.32, $12.89 and $11.56, respectively, which represented a 15% discount. The total amount of the discount of $31 was recorded as compensation expense in our consolidated statements of operations.

During the year ended* December 31, 2022,*employees purchased 27,162 shares of our stock through the ESPP at a cost of $197. The closing market price on the dates of purchase were $10.73, $6.82, $7.63 and $10.30, respectively. The prices paid by employees were $9.12, $5.80, $6.49 and $8.76, respectively, which represented a 15% discount. The total amount of the discount of $36 was recorded as compensation expense in our consolidated statements of operations.

We have defined contribution401(k) plans for our employees who work in the U.S. These plans include the inTEST Corporation Incentive Savings Plan (the “inTEST Plan”) and the Ambrell Corporation Savings & Profit Sharing Plan (the "Ambrell Plan"). During the quarter ended* September 30, 2023,*the Ambrell Plan, which is discussed further below, was merged into the inTEST Plan.

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As of* December 31, 2023,all permanent employees of Acculogic Ltd, Ambrell, inTEST Corporation, inTEST EMS LLC, Temptronic Corporation and Videology, who are at least18* years of age, are eligible to participate in the inTEST Plan. We match employee contributions dollar for dollar up to 10% of the employee's annual compensation, with a maximum limit of $5. Employer contributions vest ratably over four years. Matching contributions are discretionary.

Prior to the merger with the inTEST Plan, all permanent employees of Ambrell were immediately eligible to participate in the Ambrell Plan upon employment and were eligible for employer matching contributions after completingsix months of service, as defined in the Ambrell Plan. The Ambrell Plan allowed eligible employees to make voluntary contributions up to 100% of compensation, up to the federal government contribution limits. We made a matching contribution of 50% of each employee's contributions up to a maximum of 10% of the employee's deferral with a maximum limit of $5.

For the years ended* December 31, 2023and2022,* we recorded expense for matching contributions to both plans of $767 and $747, respectively.

We havethree operating segments which are also our reportable segments and 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). We operate our business worldwide and sell our products both domestically and internationally. All of our segments sell to semiconductor manufacturers, third-party test and assembly houses and ATE manufacturers and to a variety of markets outside of the semi market, including the automotive, defense/aerospace, industrial, life sciences, security and other markets.

Our management team, including our CEO who is also our Chief Operating Decision Maker as defined under U.S. GAAP, evaluates the performance of our operating segments primarily on income from divisional operations which represents earnings before income tax expense and excludes interest expense, other income (expense), corporate expenses and acquired intangible amortization.

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The following table provides information about our geographic areas of operation. Revenue is based on the location to which the goods are shipped.

The following tables present certain unaudited consolidated quarterly financial information for each of theeight quarters ended* December 31, 2023.In our opinion, this quarterly information has been prepared on the same basis as the consolidated financial statements and includes all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the information for the periods presented. The results of operations for any quarter arenot* necessarily indicative of results for the full year or for any future period.

Year-over-year quarterly comparisons of our results of operations* may**not* be as meaningful as the sequential quarterly comparisons set forth below that tend to reflect the cyclical and seasonal activity of the semi market. Quarterly fluctuations in expenses are related directly to sales activity and volume and* may*also reflect the timing of operating expenses incurred throughout the year.

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ACQUISITION

On* March 12, 2024we entered into a stock purchase agreement to acquire all of the outstanding capital shares of Alfamation S.p.A., (“Alfamation”), a leading global provider of state-of-the-art test and measurement solutions for the automotive, life sciences and specialty consumer electronics markets. Alfamation was founded in1991* and is headquartered in Milan, Italy. Alfamation also has a small sales and service subsidiary based in Suzhou City, China. Alfamation will become a part of our Electronic Test operating segment. The aggregate purchase price was approximately EUR 20,000 comprised of approximately EUR 18,000 in cash,187,432 shares of our common stock and an additional approximately EUR 542 in cash for assets delivered at closing in excess of agreed upon thresholds. On the closing date, this equated to a total purchase price of approximately $22,358.

In connection with the acquisition, we have entered into a lease agreement (the “Lease Agreement”) with the former owner of Alfamation. The Lease Agreement will last forsix years starting on* March 12, 2024and will be automatically renewed for the same period of time unless terminated by either party. Under the terms of the Lease Agreement, Alfamation will lease warehouse and office space totaling about 51,817 square feet. Alfamation will pay a yearly lease payment of EUR 231 broken up intofour* equal payments. At the date of the signing of the lease, this yearly lease payment equated to approximately $253.

RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS

On* March 27, 2024,prior to the filing of this Report, we filed a Form10*-Q/A to amend our Quarterly Report on Form10-Q for the quarterly period ended* September 30, 2023,as filed with the SEC on November 9, 2023.The Form10*-Q/A was filed to restate our unaudited consolidated financial statements for thethree andnine months ended* September 30, 2023.The restatement reflected the reversal of revenue related to the sale of discontinued material/components purchased on behalf of customers where the associated materials/components were still physically located with us and the materials/components are expected to be applied to future product orders for these customers. These transactions were all fully paid for and legal title for the material/components has transferred to the customer. However, these facts alone arenot* sufficient for revenue recognition under U.S. GAAP for such an arrangement. These adjustments were evaluated by management in accordance with SEC Staff Accounting Bulletin Topic1M, "Materiality" and management determined the effects of the restatement to be material. See Note3 to the unaudited consolidated financial statements included in the Form10-Q/A filed on* March 27, 2024*for further information regarding the restatement. All amounts in this Report have been adjusted to reflect the effect of the restatement as applicable.

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SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

(in thousands)