intt20220228_8k.htm
false 0001036262 0001036262 2022-03-04 2022-03-04
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
March 4, 2022
Date of Report (Date of earliest event reported)
 
inTEST Corporation
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)
1-36117
(Commission File Number)
22-2370659
(I.R.S. Employer Identification No.)
 
804 East Gate Drive, Suite 200, Mt. Laurel, New Jersey 08054
(Address of Principal Executive Offices, including zip code)
 
(856) 505-8800
(Registrant's Telephone Number, including area code)
 
N/A
(Former name or former address, if changed since last report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share
INTT
NYSE American
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
 
Emerging growth company 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 

 
 
Item 2.02.    Results of Operations and Financial Condition
 
On March 4, 2022, inTEST Corporation (the "Company") issued a press release regarding its financial results for the fourth quarter and year ended December 31, 2021. The Company's press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

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

 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
inTEST CORPORATION
   
   
   
   
 
By:  /s/ Duncan Gilmour
 
Duncan Gilmour
 
Chief Financial Officer, Treasurer and Secretary
 
Date:   March 4, 2022
 
 
ex_343145.htm

EXHIBIT 99.1

 

https://cdn.kscope.io/ba4c391f006c9c6ed12dd5bf104bd321-logosmall.jpg

NEWS RELEASE

   

for immediate release

 

 

inTEST Reports Fourth Quarter 2021 Revenue Grew 50% and
Guides to Revenue of over $100 Million in 2022

 

 

50% revenue growth driven by key target markets led by both front-end and back-end semiconductor industry demand and the benefit of acquisitions

 

 

Strong demand in semi, automotive, specifically EVs, and life sciences resulted in record annual orders of $101.9 million; front-end semiconductor market pushed quarterly orders to record $30.5 million

 

 

Gross margin reflected less favorable product mix, supply chain constraints and inflation ahead of price realization

 

 

Acquisition and financing expenses of $1.6 million in the quarter impacted operating income

 

 

Company expects revenue in 2022 to be in the range of $110 million to $115 million which represents growth of over 30% at the mid-point of the range

 

Mt. Laurel, NJ – March 4, 2022 - inTEST Corporation (NYSE American: INTT), a global supplier of innovative test and process solutions for use in manufacturing and testing in key target markets which include automotive, defense/aerospace, industrial, life sciences, security, and semiconductor (“Semi”), today announced financial results for the quarter and full year ended December 31, 2021. Results include from the respective dates of the acquisitions, Z-Sciences Corp. on October 6, 2021, Videology Imaging Solutions on October 28, 2021, and Acculogic Inc. on December 21, 2021.

 

Nick Grant, President and CEO commented, “Our exceptionally strong revenue growth of 50% in the quarter and 58% for the year was the result of our strong market positioning with leading test and process solutions combined with significant demand in recovering markets. Our growth also reflected our concerted effort to capture greater market share with our precision technologies in the semiconductor industry. By executing on our 5-Point Strategy, we are driving growth by solving complex problems for our customers with our highly engineered solutions. As a result, we have developed new opportunities in front-end semiconductor applications as well as several applications providing production efficiencies, improved quality and greener process solutions for electric vehicle (“EV”) manufacturers. Importantly, we also expanded our portfolio of solutions with three acquisitions in the quarter that further diversify our offerings and strengthen our portfolio to better serve our target markets.”

 

He added, “We made excellent progress in the first year of transforming inTEST with our 5-Point Strategy. We believe we are well on the way to unlocking the true potential of the Company. We expect our investments in our leadership team, sales and marketing strategies, operational improvements and acquisitions to ultimately enable us to continue to deepen our customer relationships, drive growth and build shareholder value.”

 

5-Point Strategy

 

The Company is focused on the execution of its 5-Point Strategy that it initiated in 2021. inTEST’s goal is to further diversify the business while accelerating growth. The elements of the strategy include:

 

 

Geographic and market expansion

 

Innovation and differentiation

 

Service and support

 

Talent and culture

 

Strategic acquisitions and partnerships

 

 

 

Fourth Quarter 2021 Revenue

($ in 000s)

 

Three Months Ended

 
                                   

Change

                   

Change

 
   

12/31/2021

   

9/30/2021

    $    

%

   

12/31/2020

    $    

%

 

Revenue

                                                                               

Multimarket

  $ 10,074       45.1 %   $ 7,488       35.4 %   $ 2,586       34.5 %   $ 7,261       48.8 %   $ 2,813       38.7 %

Semi Market

    12,284       54.9 %     13,656       64.6 %     (1,372 )     -10.0 %     7,614       51.2 %     4,670       61.3 %
    $ 22,358       100.0 %   $ 21,144       100.0 %   $ 1,214       5.7 %   $ 14,875       100.0 %   $ 7,483       50.3 %

 

Revenue to the Semi Market grew more than 60% year-over-year as the Company improved its market position and expanded its customer base as well as benefitted from strong market conditions. Multimarket grew 39% year-over-year reflecting the success of new product introductions, the addition of new customers and a broad-based economic recovery. Acquisitions contributed $1.5 million in revenue in the quarter, all of which was reflected in Multimarket, in particular life sciences. Acquisitions expanded the Company’s target markets to include security, while expanding its reach into defense/aerospace, industrial and life sciences.

 

The Company’s top five customers in the fourth quarter represented approximately 28% of revenue. The Company had no single customer that represented 10% or more in revenue during the quarter. For the full year 2021, the Company’s top five customers represented approximately 32% of revenue with the largest customer representing approximately 13%.

 

Fourth Quarter 2021 Operating Results

 

   

Three Months Ended

 

($ in 000s)

                 

Change

           

Change

 
   

12/31/2021

   

9/30/2021

    $    

%

   

12/31/2020

    $    

%

 

Gross profit

  $ 10,346     $ 10,395     $ (49 )     -0.5 %   $ 6,720     $ 3,626       54.0 %

Gross margin

    46.3 %     49.2 %                     45.2 %                
                                                         

Operating income (loss)

  $ 295     $ 2,549     $ (2,254 )     -88.4 %   $ (484 )   $ 779       NM  

Operating margin

    1.3 %     12.1 %                     -3.3 %                
                                                         

Net earnings (loss) (GAAP)

  $ 287     $ 2,175     $ (1,888 )     -86.8 %   $ (380 )   $ 667       NM  

Net earnings per diluted share (GAAP)

  $ 0.03     $ 0.20                       (0.04 )                
                                                         

Adjusted net earnings (Non-GAAP) (1)

  $ 799     $ 2,480     $ (1,681 )     -67.8 %   $ (76 )   $ 875       NM  

Adjusted net earnings per diluted share (Non-GAAP) (1)

  $ 0.07     $ 0.23                     $ (0.01 )                
                                                         

Adjusted EBITDA (Non-GAAP) (1)

  $ 1,368     $ 3,388     $ (2,020 )     -59.6 %   $ 203     $ 1,165       573.9 %

Adjusted EBITDA margin (Non-GAAP) (1)

    6.1 %     16.0 %                     1.4 %                

 

(NM means not measurable)

 

(1)

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

 

The sequential contraction of gross margin included the impact of less favorable product mix, production inefficiencies and lower than expected absorption of fixed manufacturing costs. Production inefficiencies and under absorption were the result of escalated supply chain constraints as well as the timing related to inflationary increases in component material and labor costs with slightly lagging price improvements given pre-existing order commitments.

 

Compared with the third quarter of 2021, operating expenses were up $2.2 million which includes approximately $750,000 of operating expenses associated with acquisitions and incremental amortization expense for acquired intangibles of $200,000. In addition, fourth quarter operating expenses included $1.3 million in incremental atypical costs comprised of transaction expenses related to acquisitions and financing costs.

 

 

 

Full Year 2021 Revenue

 

($ in 000s)

 

Years Ended

 
                                   

Change

 
   

12/31/2021

           

12/31/2020

            $    

%

 

Revenue

                                               

Multimarket

  $ 29,941       35.3 %   $ 26,953       50.1 %   $ 2,988       11.1 %

Semi Market

    54,937       64.7 %     26,870       49.9 %     28,067       104.5 %
    $ 84,878       100.0 %   $ 53,823       100.0 %   $ 31,055       57.7 %

 

Revenue in the Semi Market more than doubled in 2021 as the Company focused on gaining market share, deepening customer relationships and advancing new opportunities in the front-end of the semiconductor manufacturing process while capitalizing on strong market conditions. Revenue in Multimarket expanded 11% from the development of new applications in the automotive industry, specifically electric vehicles, broadening the Company’s customer reach, acquisitions and improving market conditions.

 

Full Year 2021 Operating Results

 

   

Years Ended

 

($ in 000s)

                 

Change

 
   

12/31/2021

   

12/31/2020

    $    

%

 

Gross profit

  $ 41,224     $ 24,104     $ 17,120       71.0 %

Gross margin

    48.6 %     44.8 %                
                                 

Operating income (loss)

  $ 8,459     $ (1,217 )   $ 9,676       NM  

Operating margin

    10.0 %     (2.3 )%                
                                 

Net earnings (loss) (GAAP)

  $ 7,283     $ (895 )   $ 8,178       NM  

Net earnings per diluted share (GAAP)

  $ 0.68     $ (0.09 )                
                                 

Adjusted net earnings (Non-GAAP) (1)

  $ 8,701     $ 312     $ 8,389       2,689.0 %

Adjusted net earnings per diluted share (Non-GAAP) (1)

  $ 0.81     $ 0.03                  
                                 

Adjusted EBITDA (Non-GAAP) (1)

  $ 12,047     $ 1,336     $ 10,711       801.7 %

Adjusted EBITDA margin (Non-GAAP) (1)

    14.2 %     2.5 %                

 

(NM means not measurable)

 

(1)

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

 

Year-over-year gross margin expansion reflected higher volume, improved product mix and operational improvements. As a result, and due to operational leverage, the Company delivered measurably improved operating and bottom-line performance.

 

Balance Sheet and Cash Flow Review

 

Cash and cash equivalents at year-end were $21.2 million, up $2.5 million, or 13%, from September 30, 2021, and more than double the $10.3 million at December 31, 2020. During the year, the Company generated $10.8 million of cash from operations.

 

In October 2021, inTEST executed a new five-year credit agreement that includes a $25 million non-revolving delayed draw term loan facility and a $10 million revolving credit facility that replaced its previous $10 million facility, which had no borrowings at the time it was replaced. During the fourth quarter, the Company used $20.5 million of its new credit facility and $500,000 in cash for the three acquisitions completed during the quarter. At December 31, 2021, there were no borrowings outstanding under the revolving credit facility and $20.1 million outstanding on the term loan facility.

 

Full year capital expenditures were $994,000 compared with $658,000 in the prior-year period.

 

 

 

Orders and Backlog Summary ($ in 000s)

 

ORDERS

 

Three Months Ended

 
                                   

Change

                   

Change

 
   

12/31/2021

   

9/30/2021

    $    

%

   

12/31/2020

    $    

%

 

Multimarket

  $ 9,073       29.8 %   $ 7,783       36.8 %   $ 1,290       16.6 %   $ 6,490       36.8 %   $ 2,583       39.8 %

Semi Market

    21,386       70.2 %     13,365       63.2 %     8,021       60.0 %     11,129       63.2 %     10,257       92.2 %

TOTAL

  $ 30,459       100.0 %   $ 21,148       100.0 %   $ 9,311       44.0 %     17,619       100.0 %   $ 12,840       72.9 %

 

BACKLOG

 

As of

 
                                   

Change

                   

Change

 
   

12/31/2021

           

9/30/2021

            $    

%

   

12/31/2020

            $    

%

 
    $ 34,052             $ 20,428             $ 13,624       66.7 %   $ 11,465             $ 22,587       197.0 %

 

Demand for the Company’s products and solutions was strong throughout the year and orders reached new record levels surpassing recent historical highs. Demand growth was across most markets with orders in the Semi Market exceeding market growth as the Company expanded its market share and refocused on opportunities in the industry. Backlog reached a record level of $34.1 million at year end driven by a large front-end semi order received in the fourth quarter that is expected to ship throughout 2022. Acquisitions contributed approximately $6 million of backlog at year end. Approximately 65% of the backlog at December 31, 2021 is expected to convert to sales in the first quarter of 2022.

 

Completed Three Strategic Acquisitions in the Fourth Quarter of 2021

 

On October 6, 2021, the Company acquired substantially all of the assets of Z-Sciences Corp. (now known as North Sciences), a developer of ultra-cold storage solutions for the life sciences cold chain market. This small, tuck-in transaction enhances the Company’s technology, adds new talent and provides a low-cost entry into this fast growing, fragmented market. This business is being integrated into inTEST’s Thermal segment.

 

On October 28, 2021, the Company acquired Videology Imaging Solutions, a global designer, developer and manufacturer of OEM digital streaming and image capturing solutions, for approximately $12 million. The acquisition expanded the Company’s process technology offerings, diversified its reach into key target markets and broadened its customer base. This business also is being integrated into inTEST’s Thermal segment.

 

On December 21, 2021, the Company acquired Acculogic Inc. and its affiliates, a global manufacturer of robotics-based electronic production test equipment and application support services, for approximately $9 million. The acquisition expanded the Company’s global reach and enhanced its product portfolio with leading technologies and automation services as part of inTEST’s EMS segment.

 

2022 Outlook and First Quarter Guidance

 

inTEST expects revenue in 2022 to grow to approximately $110 million to $115 million.

 

Gross margin in 2022 is expected to moderate between 46% to 49% based on volume and mix in any given quarter while quarterly operating expenses are expected to range from approximately $10.5 million to $11.2 million. Expenses include intangible asset amortization expense which is currently estimated to be approximately $650,000 per quarter.

 

Interest expense is expected to be approximately $150,000 per quarter and the effective tax rate is expected to be approximately 15% to 17% for the year. Capital expenditures for the year are expected to remain a modest 1% to 2% of revenue.

 

 

 

First quarter 2022 revenue is expected to be in the range of $23 million to $25 million. First quarter 2022 net earnings per diluted share (GAAP) is expected to be in the range of $0.04 to $0.09 while adjusted net earnings per diluted share (Non-GAAP) is expected to be in the range of $0.10 to $0.15.

 

The foregoing guidance is based on management’s current views with respect to operating and market conditions and customers’ forecasts. It also assumes supply chain challenges remain unchanged in the first half of the year and begin to improve modestly in the second half. Actual results may differ materially from what is provided here today as a result of, among other things, the factors described under “Forward-Looking Statements” below.

 

Conference Call and Webcast

 

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

 

A telephonic replay will be available from 11:30 am ET on the day of the call through Friday, March 11, 2022. To listen to the archived call, dial (412) 317-6671 and enter replay pin number 13725926 or access the webcast replay via the Company’s website. A transcript will also be posted to the website once available.

 

About inTEST Corporation

 

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

 

Non-GAAP Financial Measures

 

In addition to disclosing results that are determined in accordance with GAAP, we also disclose non-GAAP financial measures. These non-GAAP financial measures consist of adjusted net earnings (loss), adjusted net earnings (loss) per diluted share, adjusted EBITDA, and adjusted EBITDA margin. Adjusted net earnings (loss) is derived by adding acquired intangible amortization, adjusted for the related income tax expense (benefit), to net earnings (loss). Adjusted net earnings (loss) per diluted share is derived by dividing adjusted net earnings (loss) by diluted weighted average shares outstanding. Adjusted EBITDA is derived by adding acquired intangible amortization, interest expense, income tax expense, depreciation, and stock-based compensation expense to net earnings (loss). Adjusted EBITDA margin is derived by dividing adjusted EBITDA by revenue. These results are provided as a complement to the results provided in accordance with GAAP. Adjusted net earnings (loss) and adjusted net earnings (loss) per diluted share are non-GAAP financial measures presented to provide investors with meaningful, supplemental information regarding our baseline performance before acquired intangible amortization charges as this expense may not be indicative of our underlying operating performance. Adjusted EBITDA and adjusted EBITDA margin are non-GAAP financial measures presented primarily as a measure of liquidity as they exclude non-cash charges for acquired intangible amortization, depreciation and stock-based compensation. In addition, adjusted EBITDA and adjusted EBITDA margin also exclude the impact of interest income or expense and income tax expense or benefit, as these expenses may not be indicative of our underlying operating performance. The non-GAAP financial measures presented in this press release are used by management to make operational decisions, to forecast future operational results, and for comparison with our business plan, historical operating results and the operating results of our peers. Reconciliations from net earnings (loss) and net earnings (loss) per diluted share to adjusted net earnings (loss) and adjusted net earnings (loss) per diluted share and from net earnings (loss) to adjusted EBITDA and adjusted EBITDA margin, are contained in the tables below. The non-GAAP financial measures discussed in this press release may not be comparable to similarly titled measures used by other companies. The presentation of non-GAAP financial measures is not meant to be considered in isolation, as a substitute for, or superior to, financial measures or information provided in accordance with GAAP.

 

 

 

Forward-Looking Statements

 

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These statements do not convey historical information but relate to predicted or potential future events and financial results, such as statements of our plans, strategies and intentions, or our future performance or goals, that are based upon management's current expectations. Our forward-looking statements can often be identified by the use of forward-looking terminology such as “believes,” “expects,” “intends,” “may,” “will,” “should,” “plans,” “projects,” “forecasts,” “outlook,” “anticipates,” “targets,” “estimates,”or similar terminology. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements.

 

Such risks and uncertainties include, but are not limited to, any mentioned in this press release as well as the Company’s ability to execute on its 5-Point Strategy; to realize the potential benefits of acquisitions and to successfully integrate any acquired operations; to grow the Company’s presence in the life sciences, security, industrial and international markets; to manage supply chain challenges; to convert backlog to sales and to ship product in a timely manner; the success of its strategy to diversify by entering markets outside the Semi Market; the impact of the COVID-19 pandemic on the business, liquidity, financial condition and results of operations; indications of a change in the market cycles in the Semi Market or other markets served; changes in business conditions and general economic conditions both domestically and globally; changes in the demand for semiconductors; to borrow funds or raise capital to finance potential acquisitions or for working capital; changes in the rates and timing of capital expenditures by its customers; and other risk factors set forth from time to time in our Securities and Exchange Commission filings, including, but not limited to, inTEST’s annual report on Form 10-K for the year ended December 31, 2020. Any forward-looking statement made by the Company in this press release is based only on information currently available to management and speaks to circumstances only as of the date on which it is made. The Company undertakes no obligation to update the information in this press release to reflect events or circumstances after the date hereof or to reflect the occurrence of anticipated or unanticipated events.

 

Contacts:

 

inTEST Corporation

Investors:

Duncan Gilmour

Deborah K. Pawlowski

Chief Financial Officer and Treasurer

Kei Advisors LLC

Tel: (856) 505-8999

dpawlowski@keiadvisors.com

 

Tel: (716) 843-3908

 

 

 

– FINANCIAL TABLES FOLLOW –

 

 

 

inTEST CORPORATION

Consolidated Statements of Operations

(In thousands, except share and per share data)

(Unaudited)

 

 

   

Years Ended
December 31,

 
   

2021

   

2020

 
                 

Revenue

  $ 84,878     $ 53,823  

Cost of revenue

    43,654       29,719  

Gross margin

    41,224       24,104  
                 

Operating expenses:

               

Selling expense

    11,083       7,522  

Engineering and product development expense

    5,531       5,070  

General and administrative expense

    15,865       11,444  

Restructuring and other charges

    286       1,285  

Total operating expenses

    32,765       25,321  
                 

Operating income (loss)

    8,459       (1,217

)

Other expense

    (57

)

    (14

)

                 

Earnings (loss) before income tax expense (benefit)

    8,402       (1,231

)

Income tax expense (benefit)

    1,119       (336

)

                 

Net earnings (loss)

  $ 7,283     $ (895

)

                 

Net earnings (loss) per common share – basic

  $ 0.70     $ (0.09

)

                 

Weighted average common shares outstanding – basic

    10,462,246       10,256,560  
                 

Net earnings (loss) per common share – diluted

  $ 0.68     $ (0.09

)

                 

Weighted average common shares and common share equivalents outstanding – diluted

    10,729,862       10,256,560  

 

 

 

inTEST CORPORATION

Condensed Consolidated Balance Sheets

(In thousands)

 

 

 

   

December 31,

 
   

2021

   

2020

 

ASSETS

 

(Unaudited)(1)

         

Current assets:

               

Cash and cash equivalents

  $ 21,195     $ 10,277  

Trade accounts receivable, net of allowance for doubtful accounts of $213 and $212, respectively

    16,536       8,435  

Inventories

    12,863       7,476  

Prepaid expenses and other current assets

    1,483       776  

Total current assets

    52,077       26,964  

Net property and equipment

    2,688       2,350  

Right-of-use assets, net

    5,919       6,387  

Goodwill and intangible assets, net

    42,152       26,159  

Other assets

    139       170  

Total assets

  $ 102,975     $ 62,030  
                 

LIABILITIES AND STOCKHOLDERS' EQUITY

               

Current liabilities:

               

Accounts payable

  $ 4,281     $ 2,424  

Accrued expenses and other current liabilities

    13,296       4,392  

Current portion of operating lease liabilities

    1,371       1,215  

Current portion of term loan

    4,100       -  

Domestic and foreign income taxes payable

    2,024       825  

Total current liabilities

    25,072       8,856  

Operating lease liabilities, net of current portion

    5,248       6,050  

Term loan, net of current portion

    16,000       -  

Deferred tax liabilities

    1,379       1,922  

Other liabilities

    453       450  

Total liabilities

    48,152       17,278  

Total stockholders' equity

    54,823       44,752  

Total liabilities and stockholders' equity

  $ 102,975     $ 62,030  

 

 

 

(1)

The allocation of the purchase price for Acculogic is not yet complete. As a result, the values reflected above are preliminary and are subject to change.

 

 

 

inTEST CORPORATION

Reconciliation of Non-GAAP Financial Measures

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

 

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

 

   

Three Months Ended

   

Years Ended

 
   

12/31/2021

   

12/31/2020

   

9/30/2021

   

12/31/2021

   

12/31/2020

 
                                         

Net earnings (loss) (GAAP)

  $ 287     $ (380 )   $ 2,175     $ 7,283     $ (895 )

Acquired intangible amortization

    522       306       309       1,440       1,233  

Tax adjustments

    (10 )     (2 )     (4 )     (22 )     (26 )

Adjusted net earnings (loss) (Non-GAAP)

  $ 799     $ (76 )   $ 2,480     $ 8,701     $ 312  
                                         

Diluted weighted average shares outstanding

    10,836       10,283       10,792       10,730       10,281  
                                         

Net earnings (loss) per share – diluted:

                                       

Net earnings (loss) (GAAP)

  $ 0.03     $ (0.04 )   $ 0.20     $ 0.68     $ (0.09 )

Acquired intangible amortization

    0.04       0.03       0.03       0.13       0.12  

Tax adjustments

    -       -       -       -       -  

Adjusted net earnings (loss) per share – diluted (Non-GAAP)

  $ 0.07     $ (0.01 )   $ 0.23     $ 0.81     $ 0.03  

 

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

 

   

Three Months Ended

   

Years Ended

 
   

12/31/2021

   

12/31/2020

   

9/30/2021

   

12/31/2021

   

12/31/2020

 
                                         

Net earnings (loss) (GAAP)

  $ 287     $ (380 )   $ 2,175     $ 7,283     $ (895 )

Acquired intangible amortization

    522       306       309       1,440       1,233  

Interest expense

    83       4       4       89       33  

Income tax expense

    (51 )     (74 )     357       1,119       (336 )

Depreciation

    171       156       172       666       630  

Non-cash stock-based compensation

    356       191       371       1,450       671  

Adjusted EBITDA (Non-GAAP)

  $ 1,368     $ 203     $ 3,388     $ 12,047     $ 1,336  
                                         

Revenue

    22,358       14,875       21,144       84,878       53,823  

Adjusted EBITDA margin (Non-GAAP)

    6.1 %     1.4 %     16.0 %     14.2 %     2.5 %

 

Reconciliation of First Quarter 2022 Estimated Net Earnings Per Share Diluted (GAAP) to Estimated Adjusted Net Earnings Per Share Diluted (Non-GAAP):

 

   

Low

   

High

 
                 

Estimated net earnings per share – diluted (GAAP)

  $ 0.04     $ 0.09  

Estimated acquired intangible amortization

    0.06       0.06  

Estimated tax adjustments

    -       -  

Estimated adjusted net earnings per share – diluted (Non-GAAP)

  $ 0.10     $ 0.15  

 

###