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 Date of Report (Date of earliest event reported): July 19, 2000 -------------- inTEST Corporation - ----------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-22529 22-2370659 - --------------------------------------------------------------- (State or Other (Commission File Number) (I.R.S. Employer Jurisdiction of Identification No.) Incorporation) 2 Pin Oak Lane, Cherry Hill, New Jersey 08003 - ----------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (856)424-6886 -------------
ITEM 5. OTHER EVENTS On July 19, 2000, inTEST Corporation, a Delaware corporation, announced its financial results for the three month and six month periods ended June 30, 2000. A copy of inTEST's press release announcing these financial results is attached as Exhibit 99.1 hereto and incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits: 99.1 Press Release, dated July 19, 2000
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/Daniel J. Graham ---------------------------------- Daniel J. Graham Sr. Vice President Date: July 19, 2000 --------------
EXHIBIT INDEX 99.1. Press Release, dated July 19, 2000
EXHIBIT 99.1 inTEST CORPORATION ANNOUNCES SECOND QUARTER RESULTS AND RECORD QUARTERLY NET REVENUES AND BOOKINGS CHERRY HILL, NEW JERSEY - July 19, 2000... inTEST Corporation (NASDAQ:INTT) today announced second quarter results. Net earnings for the quarter ended June 30, 2000 were $2.8 million or $.33 per diluted share compared with $694,000 or $.08 per diluted share for the comparable period in 1999. Net earnings for the quarter ended June 30, 2000 increased $2.1 million or 303% over net earnings for the quarter ended June 30, 1999. Included in the results for the second quarter of 2000 were merger-related costs of $115,000 associated with the merger with Temptronic Corporation, which closed on March 9, 2000. Net earnings for the quarter ended June 30, 2000 adjusted to eliminate the non-recurring merger-related costs and the tax impact of these items were $.34 per diluted share. inTEST does not expect to record any additional merger-related costs associated with the Temptronic merger in future periods. The following is summary financial information for the periods ended June 30, 2000 and 1999: Three Months Ended Six Months Ended ------------------ ------------------ 6/30/00 6/30/99 6/30/00 6/30/99 ------- ------- ------- ------- (in thousands, except per share data) Net revenues $21,317 $10,816 $41,570 $19,039 Gross margin 10,506 5,314 20,482 9,066 Operating income 4,191 967 6,369 1,027 Net earnings 2,794 694 3,272 633 Net earnings per common share - basic $0.34 $0.09 $0.40 $0.08 Weighted average common shares outstanding - basic 8,190 8,071 8,164 8,066 Net earnings per common share - diluted $0.33 $0.08 $0.39 $0.08 Weighted average common shares outstanding - diluted 8,528 8,218 8,497 8,221 inTEST's net revenues for the quarter ended June 30, 2000 were a record $21.3 million compared to $20.3 million for the quarter ended March 31, 2000, an increase of $1.0 million or 5%. In addition, inTEST had record bookings (orders for its products) of $25.3 million for the quarter ended June 30, 2000 compared with $21.8 million for the quarter ended March 31, 2000, an increase of $3.5 million or 16%. Robert E. Matthiessen, President and CEO said, "We have just completed another strong quarter in which we experienced sequential growth in net revenues and bookings. The strong demand for our products adds to our confidence in the continued strength of the industry. In order to maintain our growth in sales, we are in the process of doubling our floor space in Cherry Hill from 40,000 to 80,000 square feet. We believe that the new space should serve us for the foreseeable future. We are scheduled to occupy the new space late in the third quarter of 2000, and no interruption in shipments is anticipated. All of our divisions are doing well and we continue our search for additional synergistic acquisitions." inTEST Corporation is a leading independent designer, manufacturer and marketer of interface solutions and temperature management products that semiconductor manufacturers use in conjunction with automatic test equipment in the testing of integrated circuits. Headquartered in Cherry Hill, New Jersey, inTEST has manufacturing facilities in New Jersey, Massachusetts, California, the UK and Singapore and design, sales, service and support offices in New Jersey, Massachusetts, California, the UK, Japan, Singapore, and Germany. Design, sales, service and support is also provided by inTEST personnel located in Arizona, Texas and Oregon. Certain matters in this news release are forward-looking statements. You can identify forward-looking statements by terms such as "believe," "continue," "should," "will," "anticipate" and similar expressions describing future results, expectations, plans, or other events. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties include, but are not limited to, a decline in the demand for integrated circuits, changes in rates of capital expenditures by semiconductor manufacturers, progress of product development programs, costs associated with the integration of acquired operations and other factors set forth in inTEST's SEC filings, including its Form 10-K filed for the year ended December 31, 1999. There will be a conference call hosted by management on Wednesday, July 19, 2000 at 9:00 a.m. EST. This call will be broadcast live on the Internet and can be accessed through www.vcall.com. It is recommended that participants register at least 10 minutes prior to the broadcast. The call will be archived for 30 days.
SELECTED FINANCIAL DATA (in thousands, except per share data) Consolidated Statement of Earnings Data: Three Months Ended Six Months Ended June 30, June 30, ------------------ ---------------- 2000 1999 2000 1999 ------- ------- ------- ------- Net revenues $21,317 $10,816 $41,570 $19,039 Gross margin 10,506 5,314 20,482 9,066 Operating expenses: Selling expense 2,709 1,873 5,027 3,411 Engineering and product development expense 1,621 1,185 3,070 2,252 General and administrative expense. 1,870 1,289 3,344 2,376 Merger-related costs 115 - 2,672 - Operating income 4,191 967 6,369 1,027 Other income 163 84 262 88 Income tax expense 1,560 357 3,359 482 Net earnings 2,794 694 3,272 633 Net earnings per common share - basic $0.34 $0.09 $0.40 $0.08 Weighted average common shares outstanding - basic 8,190 8,071 8,164 8,066 Net earnings per common share - diluted $0.33 $0.08 $0.39 $0.08 Weighted average common shares outstanding - diluted 8,528 8,218 8,497 8,221 Consolidated Balance Sheet Data: As of: ----------------------- 6/30/00 12/31/99 ------- -------- Cash and cash equivalents $10,020 $12,047 Trade accounts and notes receivable 14,192 10,020 Inventories 10,761 7,972 Total current assets 36,826 32,208 Net machinery and equipment 3,407 2,697 Total assets 47,201 43,015 Accounts payable 5,557 5,195 Accrued expenses 3,083 3,011 Total current liabilities 12,287 11,424 Long-term debt, net of current portion - 133 Total stockholders' equity 34,914 31,458