0001036262-25-000008 | 10-Q | XBRL Viewer

RESTRUCTURING (Tables)

3 Months Ended

Mar. 31, 2025

Restructuring and Related Activities [Abstract]

Schedule of Restructuring Expenses and Accrual

We have recognized restructuring expenses related to the Videology Consolidation as follows:


(in thousands)	Three Months Ended March 31, 2025
Severance	$	237
Retention	19
Payroll taxes and payroll related	51
Other	6
Total restructuring charges	$	313

Schedule of Restructuring Reserve by Type of Cost

Our restructuring accrual is included as a component of accrued expenses and other current liabilities:


(in thousands)	Three Months Ended March 31, 2025
Beginning balance	$	—
Charges	313
Cash payments	(6)
Ending balance	$	307

EARNINGS (LOSS) PER SHARE

3 Months Ended

Mar. 31, 2025

Earnings Per Share [Abstract]

EARNINGS (LOSS) PER SHARE

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 (loss) per share because their effect was anti-dilutive:


	Three Months Ended March 31,
	2025	2024
Weighted average common shares outstanding - basic	12,179,418	12,026,361
Potentially dilutive securities:
Unvested shares of restricted stock and employee stock options	—	131,936
Weighted average common shares and common share equivalents outstanding - diluted	12,179,418	12,158,297
Average number of potentially dilutive securities excluded from calculation because their effect was anti-dilutive during the period	877,624	434,584

REVENUE FROM CONTRACTS WITH CUSTOMERS - Disaggregation of Revenues (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Disaggregation of Revenue [Line Items]
Revenue	$ 26,637	$ 29,824
Semi
Disaggregation of Revenue [Line Items]
Revenue	8,995	14,967
Auto/EV
Disaggregation of Revenue [Line Items]
Revenue	5,959	3,958
Defense/Aerospace
Disaggregation of Revenue [Line Items]
Revenue	2,828	3,239
Industrial
Disaggregation of Revenue [Line Items]
Revenue	3,021	4,187
Life Sciences
Disaggregation of Revenue [Line Items]
Revenue	1,688	653
Safety/Security
Disaggregation of Revenue [Line Items]
Revenue	564	541
Other
Disaggregation of Revenue [Line Items]
Revenue	3,582	2,279
Thermal test
Disaggregation of Revenue [Line Items]
Revenue	4,393	3,699
Thermal process
Disaggregation of Revenue [Line Items]
Revenue	5,281	10,955
Semiconductor test
Disaggregation of Revenue [Line Items]
Revenue	4,734	6,282
Video imaging
Disaggregation of Revenue [Line Items]
Revenue	2,057	2,119
Flying probe and in-circuit testers
Disaggregation of Revenue [Line Items]
Revenue	1,856	2,744
Alfamation
Disaggregation of Revenue [Line Items]
Revenue	4,149	1,379
Service/other
Disaggregation of Revenue [Line Items]
Revenue	4,167	2,646
End user
Disaggregation of Revenue [Line Items]
Revenue	22,436	21,430
OEM/Integrator
Disaggregation of Revenue [Line Items]
Revenue	$ 4,201	$ 8,394

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

3 Months Ended

Mar. 31, 2025

Payables and Accruals [Abstract]

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities included the following:


(in thousands)	March 31, 2025		December 31, 2024
Accrued wages and benefits	$	4,568	$	5,420
Accrued professional fees	926		1,294
Accrued sales commissions	893		1,039
Accrued warranty	963		802
Other current liabilities	1,875		930
Total accrued expenses and other current liabilities	$	9,225	$	9,485

EQUITY	3 Months Ended
EQUITY	Mar. 31, 2025
Equity [Abstract]
EQUITY	EQUITY On March 5, 2025, our Board of Directors authorized the renewal of our previously expired share repurchase plan (the “Repurchase Plan”), whereby we may repurchase shares of our common stock on the open market with a total aggregate repurchase amount of up to $10.0 million. As of the renewal date, we had approximately $9.0 million available for repurchases under the Repurchase Plan. We are not obligated to purchase any common stock under the Repurchase Plan. Further, the Repurchase Plan may be suspended or discontinued at any time without prior notice.

- Definition

The entire disclosure for equity.

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+ Details

GOODWILL AND INTANGIBLE ASSETS (Details Textual) - segment			3 Months Ended
	Mar. 17, 2025	Mar. 06, 2024	Mar. 31, 2025
Goodwill and Intangible Assets Disclosure [Abstract]
Number of operating segments	3	3	3
Number of reporting units			3

DEBT - Narrative (Details) € in Millions				3 Months Ended
DEBT - Narrative (Details) € in Millions	Dec. 29, 2021 USD ($)	Oct. 28, 2021 USD ($)	Oct. 15, 2021 USD ($)	Mar. 31, 2025 USD ($)	Mar. 31, 2024 USD ($)	Mar. 12, 2024 USD ($)	Mar. 12, 2024 EUR (€)	Sep. 20, 2022 USD ($)
Debt Instrument [Line Items]
Letters of credit, renewal period				30 days
Long term debt				$ 6,917,000
Short-term variable financing rate				3.50%
Interest expense				$ 200,000	$ 100,000
Alfamation
Debt Instrument [Line Items]
Business acquisition, debt assumed				11,274,000		$ 11,300,000	€ 10.3
Alfamation
Debt Instrument [Line Items]
Long term debt				4,911,000
Short term debt				$ 1,100,000
Weighted average interest rate				3.30%
Letter of Credit
Debt Instrument [Line Items]
Expiration (less than)				1 year
October 2021 Agreement \| M&T Bank
Debt Instrument [Line Items]
Interest rate in event of default			2.00%
Debt covenant, ratio of funded debt to EBITDA								3.0
Debt covenant, fixed charge ratio				0.99				1.25
October 2021 Agreement \| M&T Bank \| Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility			$ 10,000,000.0
Debt instrument term			5 years
Amortization period			7 years
October 2021 Agreement \| M&T Bank \| Term Note
Debt Instrument [Line Items]
Proceeds from debt	$ 8,500,000	$ 12,000,000.0
Annual interest rate		3.20%		6.50%
Amended Loan Agreement \| M&T Bank
Debt Instrument [Line Items]
Line of credit				$ 0
Amended Loan Agreement \| M&T Bank \| Term Note
Debt Instrument [Line Items]
Debt instrument								$ 50,500,000
Unused borrowing capacity				$ 30,000,000
Debt instrument term			5 years
Debt Instrument, Long-term, Fixed Interest Rate Debt \| Alfamation
Debt Instrument [Line Items]
Weighted average interest rate				1.10%
Debt Instrument, Short-term, Variable Interest Rate Debt \| Alfamation
Debt Instrument [Line Items]
Weighted average interest rate				4.00%

FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Mar. 31, 2025

Fair Value Disclosures [Abstract]

Liabilities Measured at Fair Value on a Recurring Basis

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


	March 31, 2025
			Fair Value Measurement Using
(in thousands)	Total		Level 1		Level 2		Level 3
Contingent consideration - current	$	(407)	$	-	$	-	$	(407)
Contingent consideration - long term	(417)		-		-		(417)
Interest rate swap	$	82	$	-	$	82	$	-


	December 31, 2024
			Fair Value Measurement Using
(in thousands)	Total		Level 1		Level 2		Level 3
Contingent consideration - current	$	(62)	$	-	$	-	$	(62)
Contingent consideration - long term	(825)		-		-		(825)
Interest rate swap	$	117	$	-	$	117	$	-

Changes in the Fair Value of Level 3 Contingent Consideration Liabilities

Changes in the fair value of our Level 3 contingent consideration liabilities for the three months ended March 31, 2025 and 2024, were as follows:


	Three Months Ended March 31,
(in thousands)	2025		2024
Balance at beginning of period	$	887	$	1,093
Cash payments	(34)		-
Change in estimated fair value	(28)		-
Impact of foreign currency translation adjustments	(1)		(24)
Balance at end of period	$	824	$	1,069

LEASES - Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended
LEASES - Lease Costs (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Mar. 31, 2024
Lessee, Lease, Description [Table]
Operating lease cost	$ 653	$ 451
Short-term lease cost	$ 4	$ 3
Weighted average remaining lease term (in years)	5 years 7 months 6 days
Weighted average discount rate	6.70%
Minimum
Lessee, Lease, Description [Table]
Range of remaining lease terms (in years)	3 months 18 days
Maximum
Lessee, Lease, Description [Table]
Range of remaining lease terms (in years)	6 years 10 months 24 days

EMPLOYEE BENEFIT PLANS (Tables)

3 Months Ended

Mar. 31, 2025

Postemployment Benefits [Abstract]

Schedule of Matching Contributions

We recorded expense for matching contributions as follows:


	Three Months Ended March 31,
(in thousands)	2025		2024
Discretionary employer matching contributions	$	359	$	389

RESTRUCTURING - Schedule of Restructuring Accrual (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Restructuring Reserve [Roll Forward]
Beginning balance	$ 0
Restructuring costs	313	$ 0
Cash payments	(6)
Ending balance	$ 307

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2025	Mar. 31, 2024
Pay vs Performance Disclosure
Net (loss) earnings	$ (2,329)	$ 662

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-7

Reference 34: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
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-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B

Reference 37: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

INVENTORIES

3 Months Ended

Mar. 31, 2025

Inventory Disclosure [Abstract]

INVENTORIES

Inventories held at March 31, 2025, and December 31, 2024, were comprised of the following:


(in thousands)	March 31, 2025		December 31, 2024
Raw materials	$	16,525	$	16,109
Work in process	5,382		5,940
Inventory consigned to others	284		288
Finished goods	5,417		4,500
Total inventories	$	27,608	$	26,837

Total charges incurred for excess and obsolete inventory for the three months ended March 31, 2025 and 2024, were as follows:


	Three Months Ended March 31,
(in thousands)	2025		2024
Excess and obsolete inventory charges	$	206	$	176

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Payables and Accruals [Abstract]
Accrued wages and benefits	$ 4,568	$ 5,420
Accrued professional fees	926	1,294
Accrued sales commissions	893	1,039
Accrued warranty	963	802
Other current liabilities	1,875	930
Accrued expenses and other current liabilities	$ 9,225	$ 9,485

SEGMENT INFORMATION (Tables)

3 Months Ended

Mar. 31, 2025

Segment Reporting [Abstract]

Schedule of Segment Reporting Information


	Three Months Ended March 31, 2025
(in thousands)	Electronic Test		Environmental Technologies		Process Technologies		Corporate & Other		Consolidated
Revenue	$	13,259	$	6,268	$	7,110	$	—	$	26,637
Cost of revenue	7,313		4,163		4,105		—		15,581
Other divisional costs	5,265		2,360		2,798		—		10,423
Division operating income (loss)	681		(255)		207		—		633
Acquired intangible amortization							813		813
Restructuring costs							313		313
Corporate expenses							2,388		2,388
Operating (loss) income	681		(255)		207		(3,514)		(2,881)
Interest expense							(152)		(152)
Other income							244		244
(Loss) earnings before income tax (benefit) expense	$	681	$	(255)	$	207	$	(3,422)	$	(2,789)

Supplemental Disclosures:
Depreciation	154		65		62		35		316
Stock-based compensation	54		(32)		52		349		423
Capital expenditures	134		82		6		7		229
Total assets	73,322		21,666		51,467		1,572		148,027


	Three Months Ended March 31, 2024
(in thousands)	Electronic Test		Environmental Technologies		Process Technologies		Corporate & Other		Consolidated
Revenue	$	11,116	$	6,828	$	11,880	$	—	$	29,824
Cost of revenue	5,546		4,533		6,669		—		16,748
Other divisional costs	3,757		2,280		3,250		—		9,287
Division operating income (loss)	1,813		15		1,961		—		3,789
Acquired intangible amortization							595		595
Corporate expenses							2,702		2,702
Operating income (loss)	1,813		15		1,961		(3,297)		492
Interest expense							(140)		(140)
Other income							435		435
Earnings (loss) before income tax expense (benefit)	$	1,813	$	15	$	1,961	$	(3,002)	$	787

Supplemental Disclosures:
Depreciation	$	88	$	64	$	100	$	21	$	273
Stock-based compensation	53		38		(18)		276		349
Capital expenditures	36		229		70		5		340
Total assets	$	75,508	$	16,624	$	57,815	$	9,580	$	159,527

Schedule of Revenue by Geographic Location

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


	Three Months Ended March 31,
(in thousands)	2025		2024
Revenue:
U.S.	$	12,666	$	10,477
Foreign	13,971		19,347
	$	26,637	$	29,824

Schedule of Long-Lived Assets by Geographical Area


(in thousands)	March 31, 2025		December 31, 2024
Property and equipment:
U.S.	$	2,211	$	2,280
Foreign	2,217		2,177
	$	4,428	$	4,457

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)

3 Months Ended

Mar. 31, 2025

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities included the following:


(in thousands)	March 31, 2025		December 31, 2024
Accrued wages and benefits	$	4,568	$	5,420
Accrued professional fees	926		1,294
Accrued sales commissions	893		1,039
Accrued warranty	963		802
Other current liabilities	1,875		930
Total accrued expenses and other current liabilities	$	9,225	$	9,485

FAIR VALUE MEASUREMENTS - Changes in the Fair Value of Level 3 Contingent Consideration Liabilities (Details) - Contingent Consideration Liabilities - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning of period	$ 887	$ 1,093
Cash payments	(34)	0
Change in estimated fair value	(28)	0
Impact of foreign currency translation adjustments	(1)	(24)
Balance at end of period	$ 824	$ 1,069

SEGMENT INFORMATION - Segment Reporting Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Dec. 31, 2024
Segment Reporting Information [Line Items]
Revenue	$ 26,637	$ 29,824
Cost of revenue	15,581	16,748
Other divisional costs	10,423	9,287
Division operating income (loss)	633	3,789
Amortization of acquired intangible assets	813	595
Restructuring costs	313	0
Corporate expenses	2,388	2,702
Operating (loss) income	(2,881)	492
Interest expense	(152)	(140)
Other income	244	435
(Loss) earnings before income tax expense	(2,789)	787
Depreciation	316	273
Amortization of deferred compensation related to stock-based awards	423	349
Capital expenditures	229	340
Total assets	148,027	159,527	$ 152,288
Corporate & Other
Segment Reporting Information [Line Items]
Amortization of acquired intangible assets	813	595
Restructuring costs	313
Corporate expenses	2,388	2,702
Operating (loss) income	(3,514)	(3,297)
Interest expense	(152)	(140)
Other income	244	435
(Loss) earnings before income tax expense	(3,422)	(3,002)
Depreciation	35	21
Amortization of deferred compensation related to stock-based awards	349	276
Capital expenditures	7	5
Total assets	1,572	9,580
Electronic Test \| Operating Segments
Segment Reporting Information [Line Items]
Revenue	13,259	11,116
Cost of revenue	7,313	5,546
Other divisional costs	5,265	3,757
Division operating income (loss)	681	1,813
Operating (loss) income	681	1,813
(Loss) earnings before income tax expense	681	1,813
Depreciation	154	88
Amortization of deferred compensation related to stock-based awards	54	53
Capital expenditures	134	36
Total assets	73,322	75,508
Environmental Technologies \| Operating Segments
Segment Reporting Information [Line Items]
Revenue	6,268	6,828
Cost of revenue	4,163	4,533
Other divisional costs	2,360	2,280
Division operating income (loss)	(255)	15
Operating (loss) income	(255)	15
(Loss) earnings before income tax expense	(255)	15
Depreciation	65	64
Amortization of deferred compensation related to stock-based awards	(32)	38
Capital expenditures	82	229
Total assets	21,666	16,624
Process Technologies \| Operating Segments
Segment Reporting Information [Line Items]
Revenue	7,110	11,880
Cost of revenue	4,105	6,669
Other divisional costs	2,798	3,250
Division operating income (loss)	207	1,961
Operating (loss) income	207	1,961
(Loss) earnings before income tax expense	207	1,961
Depreciation	62	100
Amortization of deferred compensation related to stock-based awards	52	(18)
Capital expenditures	6	70
Total assets	$ 51,467	$ 57,815

EMPLOYEE STOCK PURCHASE PLAN - Schedule of ESPP Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total cost of shares	$ 36	$ 54
Total discount (compensation expense)	$ 423	$ 349
Employee Stock Purchase Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares issued under Employee Stock Purchase Plan (in shares)	5,374	4,104
Closing market price per share (in dollars per share)	$ 6.99	$ 13.25
Purchase price per share (in dollars per share)	$ 5.94	$ 11.26
Total cost of shares	$ 32	$ 46
Total discount (compensation expense)	$ 6	$ 8

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

STOCK-BASED COMPENSATION PLAN - Stock Option Activity Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
Weighted average grant date fair value per option (in dollars per share)	$ 4.61	$ 6.55
Aggregate intrinsic value of options exercised	$ 22	$ 40

PROPERTY AND EQUIPMENT (Tables)

3 Months Ended

Mar. 31, 2025

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment included the following:


(in thousands)	March 31, 2025		December 31, 2024
Machinery and equipment	$	9,456	$	9,162
Leasehold improvements	4,149		4,125
Gross property and equipment	13,605		13,287
Less: accumulated depreciation	(9,177)		(8,830)
Net property and equipment	$	4,428	$	4,457

Depreciation expense related to property and equipment was as follows:


	Three Months Ended March 31,
(in thousands)	2025		2024
Depreciation	$	316	$	273

Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2025	May 01, 2025
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2025
Document Transition Report	false
Entity File Number	1-36117
Entity Registrant Name	InTest Corporation
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	22-2370659
Entity Address, Address Line One	804 East Gate Drive, Suite 200
Entity Address, City or Town	Mt. Laurel
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08054
City Area Code	856
Local Phone Number	505-8800
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	INTT
Security Exchange Name	NYSEAMER
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		12,492,809
Entity Central Index Key	0001036262
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q1
Amendment Flag	false

EMPLOYEE BENEFIT PLANS - Narrative (Details) $ in Thousands	3 Months Ended
EMPLOYEE BENEFIT PLANS - Narrative (Details) $ in Thousands	Mar. 31, 2025 USD ($)
Defined Benefit Plan Disclosure [Line Items]
Amount recorded in Other Liabilities for TFR	$ 1,400
401(k) Plan
Defined Benefit Plan Disclosure [Line Items]
Employee contributions match	10.00%
Maximum employee contribution limit	$ 5
Employer contributions vesting period	4 years

DEBT (Tables)

3 Months Ended

Mar. 31, 2025

Debt Disclosure [Abstract]

Schedule Of Outstanding Letters Of Credit

Our outstanding letters of credit at March 31, 2025, and December 31, 2024, consisted of the following:

(in thousands)

L/C

Lease

Letters of Credit
Amount Outstanding

Facility

Original L/C
Issue Date

Expiration
Date

Mar. 31,
2025

Dec. 31,
2024

Mt. Laurel, NJ

3/29/10

4/30/26

4/30/31

Mansfield, MA

10/27/10

12/31/25

2/29/32

100

Schedule of Maturities of Long-Term Debt

The following table sets forth the annual maturities for the balance of the Term Note:


(in thousands)
2025 (remainder)	$	3,075
2026	3,842
Total remaining maturities of our Term Note	$	6,917

The following table sets forth the maturities of this debt for each of the next four years:


(in thousands)
2025 (remainder)	$	2,478
2026	1,352
2027	772
2028	309
Total remaining maturities of our Alfamation™ Debt	$	4,911

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Mar. 31, 2025
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of Presentation and Use of Estimates The accompanying consolidated financial statements include our accounts and those of our wholly-owned subsidiaries. All 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. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position, results of operations, and changes in cash flows for the interim periods presented. Certain footnote information has been condensed or omitted from these consolidated financial statements. Therefore, these consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”) filed on March 13, 2025, with the Securities and Exchange Commission (“SEC”). (b) Reclassifications Certain prior period presentation and amounts have been reclassified to conform with the current period’s presentation. These consist of: •aggregating the components of property and equipment on the face of the consolidated balance sheets and disclosing the details in the footnotes •aggregating accrued wages and benefits, accrued professional fees, accrued sales commissions and other current liabilities into accrued expenses and other current liabilities on the face of the consolidated balance sheets and disclosing the details in the footnotes •aggregating our restricted certificates of deposit into other assets on the face of the consolidated balance sheets and disclosing the details in the footnotes •disaggregating amortization of acquired intangible assets from general and administrative expenses on the face of our consolidated statements of operations •aggregating foreign exchange (gain) loss, discount on shares sold under Employee Stock Purchase Plan, proceeds from sales of demonstration equipment, net of gain, into other non-cash reconciling items within adjustments to reconcile net (loss) earnings to cash provided by operating activities on the consolidated statements of cash flows •aggregating accrued wages and benefits, accrued professional fees, accrued sales commissions, other current liabilities and other liabilities into accrued and other liabilities within changes in assets and liabilities for cash flows from operating activities on the consolidated statements of cash flows. (c) 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 and third-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. See “Note (3) Acquisition” for further disclosures related to our March 12, 2024, purchase of Alfamation S.p.A. (d) Cash & Cash Equivalents Short-term investments that have maturities of three 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 may exceed the federally insured limits. We have not experienced any losses related to these cash balances and believe the credit risk to be minimal. Periodically we have restricted cash which represents amounts deposited at our banks to support bank guarantees which certain of our customers require as a condition of paying large deposits on orders they place with us. Typically, the amount of the deposit and related guarantee declines as shipments are made against the order. At March 31, 2025, and December 31, 2024, we had no amounts classified as restricted cash. (e) Trade Accounts Receivable and Allowance for Credit Losses Trade accounts receivable are recorded at the invoiced amount and do not bear interest. We grant credit to customers and generally require no collateral. To minimize our risk, we perform ongoing credit evaluations of our customers’ financial condition. We follow the guidance in Accounting Standards Codification (“ASC”) Topic 326 - Financial Instruments – Credit Losses (“ASC 326”) 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 do not have any significant off-balance sheet credit exposure related to our customers. Cash flows from accounts receivable are recorded in operating cash flows. (f) Inventories Inventories are valued at cost on a first-in, first-out basis, not in excess of net realizable value, except inventory acquired in a business combination, which is recorded at fair 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 prior three years. Our criteria identify obsolete material as material that has not been used in a work order during the prior twenty-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. (g) Property and Equipment Our property and equipment caption includes machinery, equipment and leasehold improvements which 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 disclosed in “(h) 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 for machinery and equipment is based upon the estimated useful life of the assets using the straight-line method. The estimated useful lives range from one to ten years. Leasehold improvements are recorded at cost and amortized over the shorter of the lease term or the estimated useful life of the asset. (h) Goodwill, Intangible and Long-Lived Assets We have three reportable segments which are also our reporting units: Electronic Test, Environmental Technologies and Process Technologies. We account for goodwill and intangible assets in accordance with ASC Topic 350 - Intangibles - Goodwill and Other (“ASC 350”). 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 the fourth quarter on a reporting unit basis, or more frequently when events and circumstances occur indicating that the recorded goodwill may be 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 is not 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 choose not 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 considered not 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 the fourth 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 than not 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 right-of-use (“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 are no 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. (i) Fair Value of Financial Instruments ASC Topic 820 - Fair Value Measurement (“ASC 820”) 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. ASC 820 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, ASC 820 establishes a three-tier fair value hierarchy that distinguishes among the following: Level 1: Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access. Level 2: 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 are not active and models for which all significant inputs are observable, either directly or indirectly. Level 3: 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 Level 3. 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. 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-term nature of those items. Our credit facility and our interest rate swap are discussed further below and in “Note (10) Debt.” Our contingent consideration liabilities are measured at fair value on a recurring basis using Level 3 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 “Note (7) Fair Value Measurements” for further disclosures related to the fair value of our liabilities for contingent consideration. (j) State and Local Grant Funds Received In connection with leasing a facility in Rochester, New York, which our subsidiary, Ambrell Corporation (“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 $0.6 million 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 were required to create and maintain specified levels of employment in this location through various dates ending in 2024. As of December 31, 2024, we met those employment targets as specified in the grant agreement with the city of Rochester. The remaining proceeds which were no longer subject to repayment were reclassified to deferred grant proceeds and will be amortized to income on a straight-line basis over the current 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 $0.3 million at March 31, 2025. (k) Leases We account for leases in accordance with ASC Topic 842 -Leases (“ASC 842”). 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 may be either explicitly or implicitly specified in the contract. In addition, the supplier must not have any practical ability to substitute a different asset and would not 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 842. 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 do not 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 may include 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 are not 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 are not 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 election not to apply the recognition requirements of ASC 842 to short-term leases (leases with a term of one 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 “Note (9) Leases” for further disclosures regarding our leases. (l) 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 “Note (7) Fair Value Measurements” and “Note (10) Debt.” The principal objective of this agreement is to eliminate the variability of the cash flows for interest payments associated with a portion of 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 Topic 815 - Derivatives and Hedging. Further, we have determined that this agreement qualifies for the shortcut method of hedge accounting. Our interest rate swap is recorded at fair value as a component of other assets in our balance sheets. 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. We recognize the change in the fair value of the interest rate swap as a component of the change in other assets in our statements of cash flows. (m) Revenue Recognition We recognize revenue in accordance with the guidance in ASC Topic 606 - Revenue from Contracts with Customers. We recognize revenue for the sale of products or services at the amount of consideration we expect to receive for those goods 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. We do not have any material variable consideration arrangements, or any material payment terms with our customers other than standard payment terms which generally range from net 30 to net 90 days. We generally do not 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. Shipping and handling fees billed to customers are included in revenue, while shipping and handling costs are included in cost of revenue. 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 semi, industrial, auto/EV, life sciences, defense/aerospace and safety/security. 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 sell thermal management products including ThermoStream®, ThermoChambers, process chillers, refrigerators and freezers, which we sell under our Temptronic®, Sigma, Thermonics® and North Sciences product lines, and Ambrell®’s 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 also sell many of our products to various other markets including the industrial, auto/EV, life sciences, defense/aerospace and safety/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 of six months or less. Our lease agreements do not 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 do not 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 do not recognize revenue at the same time as we invoice, we record a liability for deferred revenue. Deferred revenue estimated to be recognized within the next twelve months is included in current liabilities. Deferred revenue that we estimate will be recognized beyond twelve 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 326 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 or third-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 by third-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 but not yet paid are included in current liabilities on our balance sheets. Product Warranties In connection with the sale of our products, we generally provide standard one- or two-year product warranties which are detailed in our terms and conditions and communicated to our customers. Our standard warranties are not offered for sale separately from our products; therefore, there is not 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 “Note (11) Revenue From Contracts With Customers” and “Note (18) Segment Information” for further information about our revenue from contracts with customers. Earnings (Loss) Per Common Share Earnings (loss) per common share - basic is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding during each period. Earnings (loss) per common share - diluted is computed by dividing earnings (loss) 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, performance-based restricted stock, restricted stock units 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. (o) Stock-Based Compensation We account for stock-based compensation in accordance with ASC Topic 718 - 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. We recognize forfeitures of awards as they occur, recapturing any expense recorded for unvested awards. The fair value of our stock options on the date of grant is determined using the Black-Scholes option pricing model, which requires the use of certain assumptions, including the expected volatility of our stock price, the expected term of the option, the risk-free rate and the expected dividend yield. No option may be granted with an exercise period in excess of ten 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. 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. Prior to 2025, restricted stock awards granted to our independent directors vested 25% at each of March 31, June 30, September 30, and December 31 of the year in which they were granted. Beginning in 2025, restricted stock awards granted to our independent directors vest on the one-year anniversary of the grant date. We also grant performance-based restricted stock awards where the ultimate number of shares that vest can vary and is based on the achievement of specific performance metrics. The grant date fair value of these awards is based on the quoted market price of our stock on the date of grant. Vesting for performance-based awards is generally cliff vesting at the end of the period over which the performance metrics are measured. Compensation expense for performance-based 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 adjusted as needed. Our initial assumption at the grant date of these performance-based awards is that the award will vest at 100%. From time to time, as restricted stock awards vest, certain employees surrender their vested shares to satisfy their tax liability on vesting. The fair value of those shares on the vesting date are then used by us to pay those employees’ tax obligations. The shares surrendered are reported as treasury stock in our statements of stockholders’ equity. See further disclosures related to our stock-based compensation plans in “Note (14) Stock-Based Compensation Plan.” (p) Foreign Currency For our foreign subsidiaries whose functional currencies are not 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 three months ended March 31, 2025 and 2024, our net foreign currency transaction gains were immaterial. (q) Income Taxes We account for income taxes using the asset and liability method, as described in ASC Topic 740 – 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 than not that such assets will not be realized. Recognition and measurement of uncertain tax positions in our financial statements involves a determination of whether it is more likely than not 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. (r) Restructuring and Other Charges In accordance with the guidance in ASC Topic 420 - 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 may be recognized upon notification or ratably over the remaining required service period of the employees. Plans to consolidate excess facilities may result in lease termination fees and impairment charges related to our ROU assets that are associated with the leases for these facilities. Other long-lived assets that may be 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 842, ASC 350 and ASC Topic 360 - Property, Plant and Equipment. (s) Effect of Recently Adopted Amendments to Authoritative Accounting Guidance In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”) which amends the guidance for disclosures for reportable segments. ASU 2023-07 introduced new requirements to disclose significant segment expenses regularly provided to the chief operating decision maker (“CODM”), extends certain annual disclosures to interim periods, clarifies that single reportable segment entities must apply ASC 280 – Segment Reporting in its entirety, permits more than one measure of segment profit or loss to be reported under certain conditions, and requires disclosure of the title and position of the CODM. Our adoption of ASU 2023-07 had no impact on our consolidated financial statements. We have retrospectively applied the amendments to our interim footnote disclosures beginning January 1, 2025, as permitted. (t) Effect of Recently Issued Amendments to Authoritative Accounting Guidance Not Yet Adopted In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) that requires additional disclosure of certain costs and expenses, including amounts of inventory purchases, employee compensation, and depreciation and amortization included in each income statement line item. ASU 2024-03 also requires disclosure of the total amount of selling expenses and our definition of selling expenses. This update is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, and may be adopted on a prospective basis at the effective date or retrospectively applied to all periods presented. We do not believe there will be any impact on our financial statements and are evaluating the impact of the amendments on footnote disclosures to our consolidated financial statements. In March 2024, the SEC issued a new final rule in Release 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors, which requires the inclusion of climate-related information in registration statements and annual reports. Among other things, the new rule requires disclosure of material climate-related risks, activities related to adapting to or mitigating such risks, related oversight activities, and information on climate-related targets or goals. Information is also required of certain greenhouse gas emissions. Disclosure requirements were to begin phasing in for fiscal years beginning on or after January 1, 2025, however on April 4, 2024, the SEC issued a voluntary stay (SEC Release 33-11280) in response to pending litigation. Therefore, the implementation dates are currently on hold. We are monitoring SEC developments and evaluating the impact of the new rule on its financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). 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 a five percent quantitative threshold. The amendments may be adopted on a prospective or retrospective basis and are effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We do not believe there will be any impact on our financial statements and are evaluating the impact of the amendments on footnote disclosures to our consolidated financial statements. (u) Subsequent Events We have made an assessment of our operations and with the exception of the debt waiver noted in “Note (10) Debt,” determined that there were no other material subsequent events requiring adjustment to, or disclosure in, our consolidated financial statements for the three months ended March 31, 2025.

EMPLOYEE STOCK PURCHASE PLAN (Details Textual) - Employee Stock Purchase Plan - shares	3 Months Ended
	Mar. 31, 2025	Jun. 23, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Employee stock purchase plan discount	15.00%
Shares available for issuance (in shares) (up to)		250,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

NATURE OF OPERATIONS (Details) - segment			3 Months Ended
NATURE OF OPERATIONS (Details) - segment	Mar. 17, 2025	Mar. 06, 2024	Mar. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of operating segments	3	3	3
Number of reportable segments			3

STOCK-BASED COMPENSATION PLAN - Schedule of Restricted Stock Awards Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Performance Shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Unvested shares outstanding, beginning balance (in shares)	88,949
Granted (in shares)	49,098
Vested (in shares)	0
Forfeited (in shares)	(25,493)
Unvested shares outstanding, ending balance (in shares)	112,554
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Unvested shares outstanding, beginning balance (in dollars per share)	$ 12.53
Granted (in dollars per share)	7.74
Vested (in dollars per share)	0
Forfeited (in dollars per share)	10.17
Unvested shares outstanding, ending balance (in dollars per share)	$ 10.97
Aggregate market value of RSA’s vested	$ 0	$ 117
Restricted Stock Units (RSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Unvested shares outstanding, beginning balance (in shares)	0
Granted (in shares)	61,091
Vested (in shares)	0
Forfeited (in shares)	0
Unvested shares outstanding, ending balance (in shares)	61,091
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Unvested shares outstanding, beginning balance (in dollars per share)	$ 0
Granted (in dollars per share)	7.98
Vested (in dollars per share)	0
Forfeited (in dollars per share)	0
Unvested shares outstanding, ending balance (in dollars per share)	$ 7.98
Restricted Stock
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Unvested shares outstanding, beginning balance (in shares)	119,833
Granted (in shares)	85,098
Vested (in shares)	(31,745)
Forfeited (in shares)	(1,872)
Unvested shares outstanding, ending balance (in shares)	171,314
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Unvested shares outstanding, beginning balance (in dollars per share)	$ 11.92
Granted (in dollars per share)	7.74
Vested (in dollars per share)	12.12
Forfeited (in dollars per share)	12.30
Unvested shares outstanding, ending balance (in dollars per share)	$ 9.80
Aggregate market value of RSA’s vested	$ 250	$ 346

GOODWILL AND INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 31,695	$ 31,179
Accumulated Amortization	15,828	14,978
Net Carrying Amount	15,867	16,201
Gross Carrying Amount	10,271	10,175
Gross Carrying Amount	41,966	41,354
Total intangible assets	26,138	26,376
Trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	10,271	10,175
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	24,285	23,912
Accumulated Amortization	12,061	11,496
Net Carrying Amount	12,224	12,416
Technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	5,923	5,786
Accumulated Amortization	2,280	2,001
Net Carrying Amount	3,643	3,785
Patents
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	590	590
Accumulated Amortization	590	590
Net Carrying Amount	0	0
Backlog
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	487	481
Accumulated Amortization	487	481
Net Carrying Amount	0	0
Software
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	270	270
Accumulated Amortization	270	270
Net Carrying Amount	0	0
Trade name
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	140	140
Accumulated Amortization	140	140
Net Carrying Amount	$ 0	$ 0

FAIR VALUE MEASUREMENTS - Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration - long term	$ (417)	$ (825)
Interest rate swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap	82	117
Level 1 \| Interest rate swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap	0	0
Level 2 \| Interest rate swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap	82	117
Level 3 \| Interest rate swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap	0	0
Acculogic
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration - current	(407)	(62)
Contingent consideration - long term	(417)	(825)
Acculogic \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration - current	0	0
Contingent consideration - long term	0	0
Acculogic \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration - current	0	0
Contingent consideration - long term	0	0
Acculogic \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration - current	(407)	(62)
Contingent consideration - long term	$ (417)	$ (825)

- Definition

Fair value, after the effects of master netting arrangements, of a financial asset or other contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes assets not subject to a master netting arrangement and not elected to be offset.

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+ Details

ACQUISITION (Tables)

3 Months Ended

Mar. 31, 2025

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The total purchase price of $21.9 million has been allocated as follows:


(in thousands)	March 12, 2024
Goodwill	$	9,883
Identifiable intangible assets	13,332
Tangible assets acquired and liabilities assumed:
Cash	1,088
Trade accounts receivable	6,061
Inventories	13,117
Other current assets	1,468
Property and equipment	1,739
Other assets	1,755
Accounts payable	(4,669)
Accrued expenses and other current liabilities	(5,221)
Deferred tax liability	(2,326)
Debt (current and long-term)	(11,274)
Other non-current liabilities	(3,052)
Total purchase price	$	21,901

Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination

The following table summarizes the estimated fair value of Alfamation™’s identifiable intangible assets and their estimated useful lives as of the acquisition date:


	Fair Value		Weighted Average Estimated Useful Life
(in thousands except lives)			(in years)
Finite-lived intangible assets:
Customer relationships	$	8,196	20.0
Technology	3,169		10.0
Total finite-lived intangible assets	11,365

Indefinite-lived intangible assets:
Trade name	1,967
Total intangible assets	$	13,332

Business Acquisition, Pro Forma Information

These proforma summaries are presented for informational purposes only and are

not necessarily indicative of what the actual results of operations would have been had the acquisition taken place as of that date, nor are they indicative of future consolidated results of operations:


	Three Months Ended March 31,
(in thousands except per share data)	2025		2024
Revenue	$	26,637	$	34,752
Net (loss) earnings	(2,329)		480
Diluted (loss) earnings per share	$	(0.19)	$	0.04

EQUITY (Details) $ in Millions	Mar. 05, 2025 USD ($)
Equity [Abstract]
Share repurchase program, authorized amount	$ 10.0
Share repurchase program, remaining authorized amount	$ 9.0

LEASES (Tables)

3 Months Ended

Mar. 31, 2025

Leases [Abstract]

Lease Costs

Total operating lease and short-term lease costs for the three months ended March 31, 2025 and 2024, respectively, were as follows:


	Three Months Ended March 31,
(in thousands)	2025		2024
Operating lease cost	$	653	$	451
Short-term lease cost	4		3

The following is additional information about our leases as of March 31, 2025:


Range of remaining lease terms (in years)	0.3	to	6.9
Weighted average remaining lease term (in years)		5.6
Weighted average discount rate		6.7%

Maturities of Lease Liabilities

Maturities of lease liabilities as of March 31, 2025, were as follows:


(in thousands)
2025 (remainder)	$	1,977
2026	2,413
2027	2,249
2028	1,658
2029	1,555
Thereafter	2,622
Total lease payments	$	12,474
Less imputed interest	(1,822)
Total	$	10,652

EARNINGS (LOSS) PER SHARE (Tables)

3 Months Ended

Mar. 31, 2025

Earnings Per Share [Abstract]

Schedule of Earnings Per Share


	Three Months Ended March 31,
	2025	2024
Weighted average common shares outstanding - basic	12,179,418	12,026,361
Potentially dilutive securities:
Unvested shares of restricted stock and employee stock options	—	131,936
Weighted average common shares and common share equivalents outstanding - diluted	12,179,418	12,158,297
Average number of potentially dilutive securities excluded from calculation because their effect was anti-dilutive during the period	877,624	434,584

INVENTORIES (Tables)

3 Months Ended

Mar. 31, 2025

Inventory Disclosure [Abstract]

Schedule of Inventory

nventories held at March 31, 2025, and December 31, 2024, were comprised of the following:


(in thousands)	March 31, 2025		December 31, 2024
Raw materials	$	16,525	$	16,109
Work in process	5,382		5,940
Inventory consigned to others	284		288
Finished goods	5,417		4,500
Total inventories	$	27,608	$	26,837

Total charges incurred for excess and obsolete inventory for the three months ended March 31, 2025 and 2024, were as follows:


	Three Months Ended March 31,
(in thousands)	2025		2024
Excess and obsolete inventory charges	$	206	$	176

RESTRUCTURING - Schedule of Restructuring Expenses (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 313	$ 0
Severance
Restructuring Cost and Reserve [Line Items]
Restructuring costs	237
Retention
Restructuring Cost and Reserve [Line Items]
Restructuring costs	19
Payroll taxes and payroll related
Restructuring Cost and Reserve [Line Items]
Restructuring costs	51
Other
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 6

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

STOCK-BASED COMPENSATION PLAN - Summary of Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total discount (compensation expense)	$ 423	$ 349
Cost of revenues
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total discount (compensation expense)	38	31
Selling expense
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total discount (compensation expense)	13	11
Engineering and product development expense
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total discount (compensation expense)	(11)	4
General and administrative expense
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total discount (compensation expense)	$ 383	$ 303

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Statement of Financial Position [Abstract]
Trade accounts receivable, allowance for credit losses	$ 411	$ 423
Property and equipment, accumulated depreciation	$ 9,177	$ 8,830
Preferred stock, par value (in USD per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	5,000,000	5,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in USD per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	20,000,000	20,000,000
Common stock, shares issued (in shares)	12,574,788	12,457,658
Common stock, shares outstanding (in shares)	12,494,760	12,378,276
Treasury stock, at cost (in shares)	80,028	79,382
Cash and cash equivalents	$ 22,048	$ 19,830

GOODWILL AND INTANGIBLE ASSETS - Changes in Goodwill (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2025 USD ($)
Goodwill [Roll Forward]
Beginning Balance	$ 30,744
Impact of foreign currency translation adjustments	492
Ending Balance	$ 31,236

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

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+ Details

PROPERTY AND EQUIPMENT

3 Months Ended

Mar. 31, 2025

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

Property and equipment included the following:


(in thousands)	March 31, 2025		December 31, 2024
Machinery and equipment	$	9,456	$	9,162
Leasehold improvements	4,149		4,125
Gross property and equipment	13,605		13,287
Less: accumulated depreciation	(9,177)		(8,830)
Net property and equipment	$	4,428	$	4,457

Depreciation expense related to property and equipment was as follows:


	Three Months Ended March 31,
(in thousands)	2025		2024
Depreciation	$	316	$	273

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Millions	3 Months Ended
	Mar. 31, 2025 USD ($) segment	Mar. 31, 2022 USD ($)
Financing Receivable, Allowance for Credit Loss [Line Items]
Excess inventory threshold	3 years
Obsolete inventory threshold	24 months
Number of reporting units \| segment	3
Number of reportable segments \| segment	3
Minimum
Financing Receivable, Allowance for Credit Loss [Line Items]
Useful lives	1 year
Product warranties	1 year
Maximum
Financing Receivable, Allowance for Credit Loss [Line Items]
Useful lives	10 years
Product warranties	2 years
Options
Financing Receivable, Allowance for Credit Loss [Line Items]
Options vesting period	4 years
Options \| Maximum
Financing Receivable, Allowance for Credit Loss [Line Items]
Options vesting period	10 years
Restricted Stock
Financing Receivable, Allowance for Credit Loss [Line Items]
Quarterly vesting percentage	0.25
Vesting rights percentage	100.00%
Restricted Stock \| Employees
Financing Receivable, Allowance for Credit Loss [Line Items]
Options vesting period	4 years
Restricted Stock \| Independent directors
Financing Receivable, Allowance for Credit Loss [Line Items]
Options vesting period	1 year
City of Rochester and State of New York
Financing Receivable, Allowance for Credit Loss [Line Items]
Grant funds received \| $		$ 0.6
Deferred grant proceeds \| $	$ 0.3

STOCK-BASED COMPENSATION PLAN - Stock Option Activity (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2025 USD ($) $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward]
Options outstanding, beginning balance (in shares) \| shares	602,593
Granted (in shares) \| shares	310,086
Exercised (in shares) \| shares	(4,925)
Canceled (in shares) \| shares	(8,432)
Options outstanding, ending balance (in shares) \| shares	899,322
Exercisable (in shares) \| shares	349,945
Expected to vest (in shares) \| shares	549,377
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Options outstanding, weighted average exercise price, beginning balance (in dollars per share) \| $ / shares	$ 10.92
Granted (in dollars per share) \| $ / shares	7.74
Exercised (in dollars per share) \| $ / shares	3.69
Canceled (in dollars per share) \| $ / shares	12.32
Options outstanding, weighted average exercise price, ending balance (in dollars per share) \| $ / shares	9.85
Exercisable (in dollars per share) \| $ / shares	10.54
Expected to vest (in dollars per share) \| $ / shares	$ 9.41
Weighted average remaining contractual term, outstanding	7 years 8 months 12 days
Weighted average remaining contractual term, exercisable	6 years 6 months
Weighted average remaining contractual term, expected to vest	8 years 6 months
Aggregate intrinsic value, outstanding \| $	$ 102
Aggregate intrinsic value, exercisable \| $	102
Aggregate intrinsic value, expected to vest \| $	$ 0

PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	3 Months Ended
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Mar. 31, 2024	Dec. 31, 2024
Property, Plant and Equipment [Line Items]
Gross property and equipment	$ 13,605		$ 13,287
Less: accumulated depreciation	(9,177)		(8,830)
Net property and equipment	4,428		4,457
Depreciation	316	$ 273
Machinery and equipment
Property, Plant and Equipment [Line Items]
Gross property and equipment	9,456		9,162
Leasehold improvements
Property, Plant and Equipment [Line Items]
Gross property and equipment	$ 4,149		$ 4,125

STOCK-BASED COMPENSATION PLAN - Narrative (Details) $ in Thousands				3 Months Ended
	Mar. 17, 2025 USD ($) segment shares	Mar. 06, 2024 USD ($) segment shares	Jan. 16, 2024 USD ($) shares	Mar. 31, 2025 USD ($) segment shares	Mar. 31, 2024 USD ($)	Jun. 21, 2023 shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense capitalized \| $				$ 0	$ 0
Number of operating segments \| segment	3	3		3
Restricted Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares)				85,098
Vesting rights percentage				100.00%
Performance-Based Restricted Stock \| President of Environmental Technologies \| Share-Based Payment Arrangement, Tranche One
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting rights percentage				100.00%
Performance-Based Restricted Stock \| President of Process Technologies
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares)			8,231
Granted, fair value \| $			$ 100
Performance-Based Restricted Stock \| President of Process Technologies \| Share-Based Payment Arrangement, Tranche One
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting rights, percentage, lower range			0.00%
Vesting rights, percentage, upper range			150.00%
Performance-Based Restricted Stock \| Chief Executive Officer, Chief Financial Officer, and Division Presidents
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares)	49,098	33,539
Granted, fair value \| $	$ 400	$ 400
Performance-Based Restricted Stock \| Chief Executive Officer, Chief Financial Officer, and Division Presidents \| Share-Based Payment Arrangement, Tranche One
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting rights percentage	100.00%			100.00%
Vesting rights, percentage, lower range	0.00%	0.00%
Vesting rights, percentage, upper range	150.00%	150.00%
The 2023 Stock Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares available for issuance (in shares) (up to)				350,000
Shares available for grant and issuance (in shares)				396,431		1,117,942
Shares reserved for future issuance (in shares)				56,279
Unrecognized compensation expense \| $				$ 5,400
Unrecognized compensation expense, period for recognition				2 years 10 months 24 days

EMPLOYEE STOCK PURCHASE PLAN

3 Months Ended

Mar. 31, 2025

Share-Based Payment Arrangement [Abstract]

EMPLOYEE STOCK PURCHASE PLAN

The InTest Corporation Employee Stock Purchase Plan (the “ESPP”) was adopted by the Board in April 2021 subject to approval by our stockholders, which occurred on June 23, 2021, at our Annual Meeting of Stockholders and became effective on October 1, 2021.

The ESPP provides our eligible employees with an opportunity to purchase common stock through accumulated payroll deductions at a 15% discount from the closing market price on the purchase date. The discount is recorded as a component of compensation expense in our consolidated statements of operations. 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.

The activity in our ESPP was as follows:


	Three Months Ended March 31,
(in thousands except shares and per share amounts)	2025		2024
Shares purchased	5,374		4,104
Closing market price per share	$	6.99	$	13.25
Purchase price per share	$	5.94	$	11.26
Total cost of shares	$	32	$	46
Total discount (compensation expense)	$	6	$	8

LEASES - Maturities of Lease Liabilities (Details) $ in Thousands	Mar. 31, 2025 USD ($)
Leases [Abstract]
2025 (remainder)	$ 1,977
2026	2,413
2027	2,249
2028	1,658
2029	1,555
Thereafter	2,622
Total lease payments	12,474
Less imputed interest	(1,822)
Total	$ 10,652

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) EARNINGS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Statement of Comprehensive Income [Abstract]
Net (loss) earnings	$ (2,329)	$ 662
Unrealized loss on interest rate swap agreement	(35)	(14)
Foreign currency translation adjustments	1,497	(89)
Total other comprehensive earnings (loss)	1,462	(103)
Comprehensive (loss) earnings	$ (867)	$ 559

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

+ References

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+ Details

EMPLOYEE STOCK PURCHASE PLAN (Tables)

3 Months Ended

Mar. 31, 2025

Share-Based Payment Arrangement [Abstract]

Schedule of ESPP Activity

The activity in our ESPP was as follows:


	Three Months Ended March 31,
(in thousands except shares and per share amounts)	2025		2024
Shares purchased	5,374		4,104
Closing market price per share	$	6.99	$	13.25
Purchase price per share	$	5.94	$	11.26
Total cost of shares	$	32	$	46
Total discount (compensation expense)	$	6	$	8

EMPLOYEE BENEFIT PLANS

3 Months Ended

Mar. 31, 2025

Postemployment Benefits [Abstract]

EMPLOYEE BENEFIT PLANS

The InTest Corporation Incentive Savings Plan is a defined contribution 401(k) plan for our employees who work in the U.S. (the “InTest Savings Plan”). As of March 31, 2025, all permanent employees of Acculogic Ltd, Ambrell®, InTest Corporation, InTest EMS LLC, Temptronic Corporation and Videology®, who are at least 18 years of age, are eligible to participate in the InTest Savings Plan. We match employee contributions dollar for dollar up to 10% of the employee's annual compensation, with a maximum limit of $5 thousand. Employer contributions vest ratably over four years. Matching contributions are discretionary.

We recorded expense for matching contributions as follows:


	Three Months Ended March 31,
(in thousands)	2025		2024
Discretionary employer matching contributions	$	359	$	389

Employees of Alfamation™ in Italy are entitled to Trattamento di Fine Rapporto (“TFR”), commonly referred to as an employee leaving indemnity, which represents deferred compensation for employees. Under Italian law, an entity is obligated to accrue for TFR on an individual employee basis payable to each individual upon termination of employment (including both voluntary and involuntary dismissal). The expense is recognized in personnel costs in our consolidated statements of operations and the required accrual is included in Other Liabilities on our consolidated balance sheets. At March 31, 2025, the amount recorded in Other Liabilities for TFR was $1.4 million.

- Definition

The entire disclosure for retirement benefits.

+ References

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+ Details

GOODWILL AND INTANGIBLE ASSETS - Future Amortization Expense (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Remaining 2025	$ 2,431
2026	2,455
2027	1,914
2028	1,580
2029	1,268
Thereafter	6,219
Net Carrying Amount	$ 15,867	$ 16,201

GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Goodwill [Line Items]
Goodwill	$ 31,236	$ 30,744
Electronic Test
Goodwill [Line Items]
Goodwill	12,982	12,567
Environmental Technologies
Goodwill [Line Items]
Goodwill	1,817	1,817
Process Technologies
Goodwill [Line Items]
Goodwill	$ 16,437	$ 16,360

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

ACQUISITION

3 Months Ended

Mar. 31, 2025

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

ACQUISITION

On March 12, 2024, we completed the acquisition of Alfamation S.p.A., an Italian joint-stock company. Alfamation™ is a leading global provider of state-of-the-art test and measurement solutions for the auto/EV, life sciences and specialty consumer electronics markets. Alfamation™ is included in our Electronic Test operating segment. The acquisition of Alfamation™ deepens our presence in the auto/EV and life science markets, expands our exposure in consumer electronics, extends our geographic reach with a sizable footprint in Europe, and widens our portfolio of products and solutions. Additionally, we believe Alfamation™ brings engineering talent and a management team that culturally aligns with our mission to provide innovative, engineered solutions that address the high-value challenges of our customers. The aggregate purchase price was approximately €20.0 million comprised of: (i) €18.0 million, or $19.7 million, in cash; and (ii) 187,432 shares of our common stock, valued at $2.1 million based on the closing price of our stock on the date of acquisition. The cash portion of the purchase price was subject to customary working capital adjustments. These adjustments were finalized in June 2024 and resulted in recording an additional €0.1 million, or $0.1 million, in purchase price for assets delivered at closing in excess of agreed upon thresholds. The liabilities assumed in connection with the acquisition included debt of approximately €10.3 million, or $11.3 million. The debt assumed is discussed further in “Note (10) Debt.” Total acquisition costs incurred to complete this transaction were $1.2 million. Acquisition costs were expensed as incurred and included in general and administrative expense.

The acquisition of Alfamation™ has been accounted for as a business combination using purchase accounting, and, accordingly, the results of Alfamation™ have been included in our consolidated results of operations from the date of acquisition. During the fourth quarter of 2024 we completed our allocation of the estimated fair values as of March 12, 2024, with final adjustments made primarily to inventories, identifiable intangible assets and goodwill. The “inventory step-up” of approximately $1.6 million was the most significant adjustment. Partially offsetting the decrease in customer backlog were increases to acquired technology and customer relationships. Other less significant changes

affected property and equipment, other current assets, accrued expenses and deferred tax liability. The excess of the purchase price over the identifiable intangible and net tangible assets was allocated to goodwill and is not deductible for tax purposes. Goodwill is attributed to synergies that are expected to result from the operations of the combined businesses.

The total purchase price of $21.9 million has been allocated as follows:


(in thousands)	March 12, 2024
Goodwill	$	9,883
Identifiable intangible assets	13,332
Tangible assets acquired and liabilities assumed:
Cash	1,088
Trade accounts receivable	6,061
Inventories	13,117
Other current assets	1,468
Property and equipment	1,739
Other assets	1,755
Accounts payable	(4,669)
Accrued expenses and other current liabilities	(5,221)
Deferred tax liability	(2,326)
Debt (current and long-term)	(11,274)
Other non-current liabilities	(3,052)
Total purchase price	$	21,901

We estimated the fair value of identifiable intangible assets acquired using the income approach. Identifiable intangible assets acquired include customer relationships, customer backlog, technology and a trade name. We are amortizing the finite-lived intangible assets acquired over their estimated useful lives based on the pattern in which the economic benefits of the intangible asset are expected to be consumed.

The following table summarizes the estimated fair value of Alfamation™’s identifiable intangible assets and their estimated useful lives as of the acquisition date:


	Fair Value		Weighted Average Estimated Useful Life
(in thousands except lives)			(in years)
Finite-lived intangible assets:
Customer relationships	$	8,196	20.0
Technology	3,169		10.0
Total finite-lived intangible assets	11,365

Indefinite-lived intangible assets:
Trade name	1,967
Total intangible assets	$	13,332

The following unaudited pro forma information gives effect to the acquisition of Alfamation™ as if the acquisition occurred on January 1, 2024. These proforma summaries do not reflect any operating efficiencies or costs savings that may be achieved by the combined businesses. These proforma summaries are presented for informational purposes only and are


	Three Months Ended March 31,
(in thousands except per share data)	2025		2024
Revenue	$	26,637	$	34,752
Net (loss) earnings	(2,329)		480
Diluted (loss) earnings per share	$	(0.19)	$	0.04

The pro forma results shown above do not reflect the impact on general and administrative expense of investment advisory costs, legal costs and other costs of $1.2 million incurred by us as a direct result of the transaction.

In connection with the acquisition, we have entered into a lease agreement (the “Alfamation Lease Agreement”) with the former owner of Alfamation™ who will continue to serve as the managing director of Alfamation™ under our ownership. The Alfamation Lease Agreement commenced on March 12, 2024, and will last for six years. It will be automatically renewed for the same period of time unless terminated by either party. Under the terms of the Alfamation Lease Agreement, Alfamation™ will lease warehouse and office space totaling about 52 thousand square feet. Alfamation™ will pay a yearly lease payment of €0.3 million broken up into two equal payments. At the date of the signing of the Alfamation Lease Agreement, the yearly lease payment equated to approximately $0.3 million.

DEBT - Outstanding Letters of Credit (Details) - Letter of Credit - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Dec. 31, 2024
Debt Instrument [Line Items]
Letters of Credit Amount Outstanding	$ 100	$ 100
Mt. Laurel, NJ
Debt Instrument [Line Items]
Original L/C Issue Date	Mar. 29, 2010
L/C Expiration Date	Apr. 30, 2026
Lease Expiration Date	Apr. 30, 2031
Letters of Credit Amount Outstanding	$ 50	50
Mansfield, MA
Debt Instrument [Line Items]
Original L/C Issue Date	Oct. 27, 2010
L/C Expiration Date	Dec. 31, 2025
Lease Expiration Date	Feb. 29, 2032
Letters of Credit Amount Outstanding	$ 50	$ 50

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

SEGMENT INFORMATION - Long-lived Assets by Geographical Area (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Segment Reporting Information [Line Items]
Property and equipment	$ 4,428	$ 4,457
U.S.
Segment Reporting Information [Line Items]
Property and equipment	2,211	2,280
Foreign
Segment Reporting Information [Line Items]
Property and equipment	$ 2,217	$ 2,177

SEGMENT INFORMATION - Net Revenue From Unaffiliated Customers (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Segment Reporting Information [Line Items]
Revenue	$ 26,637	$ 29,824
U.S.
Segment Reporting Information [Line Items]
Revenue	12,666	10,477
Foreign
Segment Reporting Information [Line Items]
Revenue	$ 13,971	$ 19,347

- Definition

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

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+ Details

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2025
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

SEGMENT INFORMATION

3 Months Ended

Mar. 31, 2025

Segment Reporting [Abstract]

SEGMENT INFORMATION

We have three 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 and the operations of Alfamation™ which we acquired on March 12, 2024 - see “Note (3) Acquisition”), 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 auto/EV, defense/aerospace, industrial, life sciences, safety/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, restructuring costs and acquired intangible amortization.


	Three Months Ended March 31, 2025
(in thousands)	Electronic Test		Environmental Technologies		Process Technologies		Corporate & Other		Consolidated
Revenue	$	13,259	$	6,268	$	7,110	$	—	$	26,637
Cost of revenue	7,313		4,163		4,105		—		15,581
Other divisional costs	5,265		2,360		2,798		—		10,423
Division operating income (loss)	681		(255)		207		—		633
Acquired intangible amortization							813		813
Restructuring costs							313		313
Corporate expenses							2,388		2,388
Operating (loss) income	681		(255)		207		(3,514)		(2,881)
Interest expense							(152)		(152)
Other income							244		244
(Loss) earnings before income tax (benefit) expense	$	681	$	(255)	$	207	$	(3,422)	$	(2,789)

Supplemental Disclosures:
Depreciation	154		65		62		35		316
Stock-based compensation	54		(32)		52		349		423
Capital expenditures	134		82		6		7		229
Total assets	73,322		21,666		51,467		1,572		148,027


	Three Months Ended March 31, 2024
(in thousands)	Electronic Test		Environmental Technologies		Process Technologies		Corporate & Other		Consolidated
Revenue	$	11,116	$	6,828	$	11,880	$	—	$	29,824
Cost of revenue	5,546		4,533		6,669		—		16,748
Other divisional costs	3,757		2,280		3,250		—		9,287
Division operating income (loss)	1,813		15		1,961		—		3,789
Acquired intangible amortization							595		595
Corporate expenses							2,702		2,702
Operating income (loss)	1,813		15		1,961		(3,297)		492
Interest expense							(140)		(140)
Other income							435		435
Earnings (loss) before income tax expense (benefit)	$	1,813	$	15	$	1,961	$	(3,002)	$	787

Supplemental Disclosures:
Depreciation	$	88	$	64	$	100	$	21	$	273
Stock-based compensation	53		38		(18)		276		349
Capital expenditures	36		229		70		5		340
Total assets	$	75,508	$	16,624	$	57,815	$	9,580	$	159,527

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


	Three Months Ended March 31,
(in thousands)	2025		2024
Revenue:
U.S.	$	12,666	$	10,477
Foreign	13,971		19,347
	$	26,637	$	29,824


(in thousands)	March 31, 2025		December 31, 2024
Property and equipment:
U.S.	$	2,211	$	2,280
Foreign	2,217		2,177
	$	4,428	$	4,457

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

DEBT - Future Maturities of Long-term Debt (Details) $ in Thousands	Mar. 31, 2025 USD ($)
Debt Instrument [Line Items]
2025 (remainder)	$ 3,075
2026	3,842
Total remaining maturities of our Term Note	6,917
Alfamation
Debt Instrument [Line Items]
2025 (remainder)	2,478
2026	1,352
2027	772
2028	309
Total remaining maturities of our Term Note	$ 4,911

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

GOODWILL AND INTANGIBLE ASSETS

3 Months Ended

Mar. 31, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

We have three 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.

Goodwill

Changes in the amount of the carrying value of goodwill for the three months ended March 31, 2025, are as follows:


(in thousands)
Balance - January 1, 2025	$	30,744
Impact of foreign currency translation adjustments	492
Balance – March 31, 2025	$	31,236

Goodwill was comprised of the following at March 31, 2025, and December 31, 2024:


(in thousands)	March 31, 2025		December 31, 2024
Electronic Test	$	12,982	$	12,567
Environmental Technologies	1,817		1,817
Process Technologies	16,437		16,360
Total goodwill	$	31,236	$	30,744

Intangible Assets

Changes in the amount of the carrying value of our intangible assets for the three months ended March 31, 2025 were as follows:


(in thousands)	Finite-Lived		Indefinite-Lived
Balance - January 1, 2025	$	16,201	$	10,175
Impact of foreign currency translation adjustments	479		96
Amortization	(813)		—
Balance – March 31, 2025	$	15,867	$	10,271

The following tables provide further detail about our intangible assets as of March 31, 2025, and December 31, 2024:


	March 31, 2025
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Finite-lived intangible assets:
Customer relationships	$	24,285	$	12,061	$	12,224
Technology	5,923		2,280		3,643
Patents	590		590		—
Backlog	487		487		—
Software	270		270		—
Trade name	140		140		—
Total finite-lived intangible assets	31,695		15,828		15,867
Indefinite-lived intangible assets:
Trademarks	10,271		—		10,271
Total intangible assets	$	41,966	$	15,828	$	26,138


	December 31, 2024
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Finite-lived intangible assets:
Customer relationships	$	23,912	$	11,496	$	12,416
Technology	5,786		2,001		3,785
Patents	590		590		—
Backlog	481		481		—
Software	270		270		—
Trade name	140		140		—
Total finite-lived intangible assets	31,179		14,978		16,201
Indefinite-lived intangible assets:
Trademarks	10,175		—		10,175
Total intangible assets	$	41,354	$	14,978	$	26,376

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 next five years:


(in thousands)
Remaining 2025	$	2,431
2026	2,455
2027	1,914
2028	1,580
2029	1,268
Thereafter	6,219
Total estimated amortization of finite-lived intangible assets	$	15,867

STOCK-BASED COMPENSATION PLAN - Stock Options Valuation Assumptions (Details) - Options	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rate	4.28%	3.98%
Dividend yield	0.00%	0.00%
Expected common stock market price volatility factor	59.00%	57.00%
Weighted average expected life of stock options (years)	6 years 3 months	6 years 3 months

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

STOCK-BASED COMPENSATION PLAN (Tables)

3 Months Ended

Mar. 31, 2025

Share-Based Payment Arrangement [Abstract]

Summary of Compensation Expense

The following table summarizes the compensation expense we recorded during the three months ended March 31, 2025 and 2024, related to unvested restricted stock, performance-based restricted stock awards, restricted stock units and stock options:


	Three Months Ended March 31,
(in thousands)	2025		2024
Cost of revenues	$	38	$	31
Selling expense	13		11
Engineering and product development expense	(11)		4
General and administrative expense	383		303
	$	423	$	349

Schedule of Stock Options Valuations Assumptions

The fair value for stock options granted during the three months ended March 31, 2025 and 2024 was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:


	Three Months Ended March 31,
	2025		2024
Risk-free interest rate	4.28	%	3.98	%
Dividend yield	0.00	%	0.00	%
Expected common stock market price volatility factor	.59		.57
Weighted average expected life of stock options (years)	6.25		6.25

Schedule of Stock Option Activity

The following table summarizes the activity related to stock options for the three months ended March 31, 2025:


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (yrs)	Aggregate Intrinsic Value (in thousands)
Options outstanding, January 1, 2025	602,593	$	10.92
Granted	310,086	7.74
Exercised	(4,925)	3.69
Canceled	(8,432)	12.32
Options outstanding, March 31, 2025	899,322	$	9.85	7.7	$	102
Exercisable	349,945	$	10.54	6.5	$	102
Expected to vest	549,377	$	9.41	8.5	$	—

The table below summarizes certain additional information with respect to our options:


	Three Months Ended March 31,
(in thousands, except per option amounts)	2025		2024
Weighted average grant date fair value per option	$	4.61	$	6.55
Aggregate intrinsic value of options exercised	$	22	$	40

Schedule of Restricted Stock Awards Activity

The following table summarizes the activity related to unvested restricted stock awards for the three months ended March 31, 2025:


	Number of Shares	Weighted Average Grant Date Fair Value
Unvested shares outstanding, January 1, 2025	119,833	$	11.92
Granted	85,098	7.74
Vested	(31,745)	12.12
Forfeited	(1,872)	12.30
Unvested shares outstanding, March 31, 2025	171,314	$	9.80

Additional information about our restricted stock awards is summarized as follows:


	Three Months Ended March 31,
(in thousands)	2025		2024
Aggregate market value of RSA’s vested	$	250	$	346

The following table summarizes the activity related to unvested performance-based restricted stock awards for the three months ended March 31, 2025:


	Number of Shares	Weighted Average Grant Date Fair Value
Unvested shares outstanding, January 1, 2025	88,949	$	12.53
Granted	49,098	7.74
Vested	—	—
Forfeited	(25,493)	10.17
Unvested shares outstanding, March 31, 2025	112,554	$	10.97

Additional information about our performance-based restricted stock awards is summarized as follows:


	Three Months Ended March 31,
(in thousands)	2025		2024
Aggregate market value of PSA’s vested	$	—	$	117

We began issuing restricted stock units to certain employees in 2025. The following table summarizes the activity related to unvested restricted stock awards for the three months ended March 31, 2025:


	Number of Shares	Weighted Average Grant Date Fair Value
Unvested shares outstanding, January 1, 2025	—	$	—
Granted	61,091	7.98
Vested	—	—
Forfeited	—	—
Unvested shares outstanding, March 31, 2025	61,091	$	7.98

INVENTORIES (Details) - USD ($) $ in Thousands	3 Months Ended
INVENTORIES (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Mar. 31, 2024	Dec. 31, 2024
Inventory Disclosure [Abstract]
Raw materials	$ 16,525		$ 16,109
Work in process	5,382		5,940
Inventory consigned to others	284		288
Finished goods	5,417		4,500
Total inventories	27,608		$ 26,837
Excess and obsolete inventory charges	$ 206	$ 176

EMPLOYEE BENEFIT PLANS - Schedule of Matching Contributions (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Postemployment Benefits [Abstract]
Discretionary employer matching contributions	$ 359	$ 389

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands	Total	Common Stock	Treasury Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Loss
Beginning Balance (in shares) at Dec. 31, 2023		12,241,925
Beginning Balance at Dec. 31, 2023	$ 96,281	$ 122	$ (901)	$ 54,450	$ 42,196	$ 414
Treasury Stock, Beginning Balance (in shares) at Dec. 31, 2023			75,758
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) earnings	662				662
Other comprehensive earnings (loss)	(103)					(103)
Amortization of deferred compensation related to stock-based awards	349			349
Issuance of shares in connection with acquisition of Alfamation (in shares)		187,432
Issuance of shares in connection with acquisition of Alfamation	2,086	$ 2		2,084
Issuance of unvested shares of restricted stock (in shares)		138,838
Issuance of unvested shares of restricted stock	0	$ 1		(1)
Forfeiture of unvested shares of restricted stock (in shares)		(11,200)
Stock options exercised (in shares)		4,925
Stock options exercised	18			18
Shares issued under Employee Stock Purchase Plan (in shares)		4,104
Total cost of shares	54			54
Shares surrendered by employees to satisfy tax liability at vesting of stock-based awards (in shares)			2,757
Shares surrendered by employees to satisfy tax liability at vesting of stock-based awards	(30)		$ (30)
Ending Balance (in shares) at Mar. 31, 2024		12,566,024
Ending Balance at Mar. 31, 2024	$ 99,317	$ 125	$ (931)	56,954	42,858	311
Treasury Stock, Ending Balance (in shares) at Mar. 31, 2024			78,515
Beginning Balance (in shares) at Dec. 31, 2024	12,457,658	12,457,658
Beginning Balance at Dec. 31, 2024	$ 99,790	$ 124	$ (942)	57,658	45,087	(2,137)
Treasury Stock, Beginning Balance (in shares) at Dec. 31, 2024	79,382		79,382
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) earnings	$ (2,329)				(2,329)
Other comprehensive earnings (loss)	1,462					1,462
Amortization of deferred compensation related to stock-based awards	423			423
Issuance of unvested shares of restricted stock (in shares)		134,196
Issuance of unvested shares of restricted stock	$ 0	$ 1		(1)
Forfeiture of unvested shares of restricted stock (in shares)		(27,365)
Stock options exercised (in shares)	4,925	4,925
Stock options exercised	$ 18			18
Shares issued under Employee Stock Purchase Plan (in shares)		5,374
Total cost of shares	36			36
Shares surrendered by employees to satisfy tax liability at vesting of stock-based awards (in shares)			646
Shares surrendered by employees to satisfy tax liability at vesting of stock-based awards	$ (5)		$ (5)
Ending Balance (in shares) at Mar. 31, 2025	12,574,788	12,574,788
Ending Balance at Mar. 31, 2025	$ 99,395	$ 125	$ (947)	$ 58,134	$ 42,758	$ (675)
Treasury Stock, Ending Balance (in shares) at Mar. 31, 2025	80,028		80,028

REVENUE FROM CONTRACTS WITH CUSTOMERS

3 Months Ended

Mar. 31, 2025

Revenue from Contract with Customer [Abstract]

REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregation of Revenue

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 “Note (18) Segment Information” for information about revenue by operating segment and geographic region.


	Three Months Ended March 31,
(in thousands)	2025		2024
Revenue by customer type:
End user	$	22,436	$	21,430
OEM/Integrator	4,201		8,394
	$	26,637	$	29,824


	Three Months Ended March 31,
(in thousands)	2025			2024
Revenue by product type:
Thermal test	$	4,393		$	3,699
Thermal process	5,281			10,955
Semiconductor test	4,734			6,282
Video imaging	2,057			2,119
Flying probe and in-circuit testers	1,856			2,744
Alfamation™ products	4,149			1,379
Service/other	4,167			2,646
	$	26,637	—	$	29,824


	Three Months Ended March 31,
(in thousands)	2025		2024
Revenue by market:
Semi	$	8,995	$	14,967
Auto/EV	5,959		3,958
Defense/Aerospace	2,828		3,239
Industrial	3,021		4,187
Life Sciences	1,688		653
Safety/Security	564		541
Other	3,582		2,279
	$	26,637	$	29,824

Major Customers

During the three months ended March 31, 2025, one customer accounted for 13% of our consolidated revenue. This revenue was primarily generated by our Electronic Test segment. During the three months ended March 31, 2024, this same customer accounted for 15% of our consolidated revenue.

Contract Liabilities

As of March 31, 2025, and December 31, 2024, we had total contract liabilities of $6.3 million and $6.4 million, respectively. Our contract liabilities consist of our customer deposits and deferred revenue as well as deferred revenue net of current portion on our consolidated balance sheets. For the three months ended March 31, 2025, the amount recognized as revenue from the contract liabilities balance as of December 31, 2024, was $3.0 million, while for the three months ended March 31, 2024, the amount recognized as revenue from the contract liabilities balance as of December 31, 2023, was $2.5 million.

Allowance for Credit Losses

Activity related to our allowance for credit losses was as follows:


	Three Months Ended March 31,
(in thousands)	2025		2024
Beginning balance	$	423	$	474
Credit loss expense, net of release of unused allowance	(14)		—
Write-offs	—		(48)
Foreign currency translation impact	2		—
Ending balance	$	411	$	426

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Section 50
-Paragraph 12
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Section 50
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org/606/tableOfContent

+ Details

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Current assets:
Cash and cash equivalents	$ 22,048	$ 19,830
Trade accounts receivable, net of allowance for credit losses of $411 and $423, respectively	21,178	29,495
Inventories	27,608	26,837
Prepaid expenses and other current assets	4,087	2,650
Total current assets	74,921	78,812
Property and equipment, net of accumulated depreciation of $9,177 and $8,830, respectively	4,428	4,457
Right-of-use assets, net	10,293	10,767
Goodwill	31,236	30,744
Intangible assets, net	26,138	26,376
Deferred tax assets	0	67
Other assets	1,011	1,065
Total assets	148,027	152,288
Current liabilities:
Current portion of long-term debt	6,876	7,494
Current portion of operating lease liabilities	2,056	1,989
Accounts payable	8,232	7,991
Customer deposits and deferred revenue	4,938	4,989
Accrued expenses and other current liabilities	9,225	9,485
Total current liabilities	31,327	31,948
Operating lease liabilities, net of current portion	8,596	9,021
Long-term debt, net of current portion	4,952	7,538
Contingent consideration, net of current portion	417	825
Deferred revenue, net of current portion	1,405	1,432
Deferred tax liabilities	258	0
Other liabilities	1,677	1,734
Total liabilities	48,632	52,498
Commitments and Contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value; 5,000,000 shares authorized; no shares issued or outstanding	0	0
Common stock, $0.01 par value; 20,000,000.00 shares authorized; 12,574,788 and 12,457,658 shares issued, respectively; 12,494,760 and 12,378,276 shares outstanding, respectively	125	124
Additional paid-in capital	58,134	57,658
Retained earnings	42,758	45,087
Accumulated other comprehensive loss	(675)	(2,137)
Treasury stock, at cost; 80,028 and 79,382 shares, respectively	(947)	(942)
Total stockholders’ equity	99,395	99,790
Total liabilities and stockholders’ equity	$ 148,027	$ 152,288

GOODWILL AND INTANGIBLE ASSETS (Tables)

3 Months Ended

Mar. 31, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

Changes in the amount of the carrying value of goodwill for the three months ended March 31, 2025, are as follows:


(in thousands)
Balance - January 1, 2025	$	30,744
Impact of foreign currency translation adjustments	492
Balance – March 31, 2025	$	31,236

Goodwill was comprised of the following at March 31, 2025, and December 31, 2024:


(in thousands)	March 31, 2025		December 31, 2024
Electronic Test	$	12,982	$	12,567
Environmental Technologies	1,817		1,817
Process Technologies	16,437		16,360
Total goodwill	$	31,236	$	30,744

Schedule of Indefinite-Lived Intangible Assets

Changes in the amount of the carrying value of our intangible assets for the three months ended March 31, 2025 were as follows:


(in thousands)	Finite-Lived		Indefinite-Lived
Balance - January 1, 2025	$	16,201	$	10,175
Impact of foreign currency translation adjustments	479		96
Amortization	(813)		—
Balance – March 31, 2025	$	15,867	$	10,271

The following tables provide further detail about our intangible assets as of March 31, 2025, and December 31, 2024:


	March 31, 2025
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Finite-lived intangible assets:
Customer relationships	$	24,285	$	12,061	$	12,224
Technology	5,923		2,280		3,643
Patents	590		590		—
Backlog	487		487		—
Software	270		270		—
Trade name	140		140		—
Total finite-lived intangible assets	31,695		15,828		15,867
Indefinite-lived intangible assets:
Trademarks	10,271		—		10,271
Total intangible assets	$	41,966	$	15,828	$	26,138


	December 31, 2024
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Finite-lived intangible assets:
Customer relationships	$	23,912	$	11,496	$	12,416
Technology	5,786		2,001		3,785
Patents	590		590		—
Backlog	481		481		—
Software	270		270		—
Trade name	140		140		—
Total finite-lived intangible assets	31,179		14,978		16,201
Indefinite-lived intangible assets:
Trademarks	10,175		—		10,175
Total intangible assets	$	41,354	$	14,978	$	26,376

Schedule of Finite-Lived Intangible Assets

Changes in the amount of the carrying value of our intangible assets for the three months ended March 31, 2025 were as follows:


(in thousands)	Finite-Lived		Indefinite-Lived
Balance - January 1, 2025	$	16,201	$	10,175
Impact of foreign currency translation adjustments	479		96
Amortization	(813)		—
Balance – March 31, 2025	$	15,867	$	10,271

The following tables provide further detail about our intangible assets as of March 31, 2025, and December 31, 2024:


	March 31, 2025
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Finite-lived intangible assets:
Customer relationships	$	24,285	$	12,061	$	12,224
Technology	5,923		2,280		3,643
Patents	590		590		—
Backlog	487		487		—
Software	270		270		—
Trade name	140		140		—
Total finite-lived intangible assets	31,695		15,828		15,867
Indefinite-lived intangible assets:
Trademarks	10,271		—		10,271
Total intangible assets	$	41,966	$	15,828	$	26,138


	December 31, 2024
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Finite-lived intangible assets:
Customer relationships	$	23,912	$	11,496	$	12,416
Technology	5,786		2,001		3,785
Patents	590		590		—
Backlog	481		481		—
Software	270		270		—
Trade name	140		140		—
Total finite-lived intangible assets	31,179		14,978		16,201
Indefinite-lived intangible assets:
Trademarks	10,175		—		10,175
Total intangible assets	$	41,354	$	14,978	$	26,376

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

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


(in thousands)
Remaining 2025	$	2,431
2026	2,455
2027	1,914
2028	1,580
2029	1,268
Thereafter	6,219
Total estimated amortization of finite-lived intangible assets	$	15,867

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-2

+ Details

REVENUE FROM CONTRACTS WITH CUSTOMERS - Activity Related to Allowance for Credit Losses (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ 423	$ 474
Credit loss expense, net of release of unused allowance	(14)	0
Write-offs	0	(48)
Foreign currency translation impact	2	0
Ending balance	$ 411	$ 426

ACQUISITION - Acquired assets and Liabilities Assumed (Details) $ in Thousands, € in Millions	Mar. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)	Mar. 12, 2024 USD ($)	Mar. 12, 2024 EUR (€)
Business Acquisition [Line Items]
Goodwill	$ 31,236	$ 30,744
Alfamation
Business Acquisition [Line Items]
Goodwill	9,883
Identifiable intangible assets	13,332
Cash	1,088
Trade accounts receivable	6,061
Inventories	13,117
Other current assets	1,468
Property and equipment	1,739
Other assets	1,755
Accounts payable	(4,669)
Accrued expenses and other current liabilities	(5,221)
Deferred tax liability	(2,326)
Debt (current and long-term)	(11,274)		$ (11,300)	€ (10.3)
Other non-current liabilities	(3,052)
Total purchase price	$ 21,901

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) earnings	$ (2,329)	$ 662
Adjustments to reconcile net (loss) earnings to net cash provided by operating activities:
Depreciation and amortization	1,741	1,282
Provision for excess and obsolete inventory	206	176
Amortization of deferred compensation related to stock-based awards	423	349
Deferred income tax expense	199	226
Other non-cash reconciling items	(193)	(1)
Changes in assets and liabilities:
Trade accounts receivable	8,493	(982)
Inventories	(590)	(396)
Prepaid expenses and other current assets	(377)	508
Other assets	(21)	(22)
Operating lease liabilities	(523)	(447)
Accounts payable	15	1,311
Customer deposits and deferred revenue	(153)	(782)
Domestic and foreign income taxes payable	(716)	(406)
Deferred revenue, net of current portion	(27)	(121)
Accrued expenses and other liabilities	(613)	718
Net cash provided by operating activities	5,535	2,075
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of business, net of cash acquired	0	(18,904)
Purchases of property and equipment	(229)	(340)
Net cash used in investing activities	(229)	(19,244)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of short-term borrowings, net of proceeds	(2,426)
Repayments of short-term borrowings, net of proceeds		273
Repayments of long-term debt	(1,025)	(1,181)
Proceeds from stock options exercised	18	18
Proceeds from shares sold under Employee Stock Purchase Plan	32	46
Settlement of employee tax liabilities in connection with treasury stock transaction	(5)	(30)
Net cash used in financing activities	(3,406)	(874)
Effects of exchange rates on cash	318	114
Net cash provided by (used in) all activities	2,218	(17,929)
Cash, cash equivalents and restricted cash at beginning of period	19,830	45,260
Cash and cash equivalents at end of period	22,048	27,331
Cash payments for:
Domestic and foreign income taxes	32	101
Interest	142	145
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Equity issued in conjunction with acquisition of business	0	2,086
Issuance of unvested shares of restricted stock	1,039	1,580
Forfeiture of unvested restricted stock	$ (282)	$ (138)

ACQUISITION - Proforma Information (Details) - Alfamation - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Business Acquisition [Line Items]
Revenue	$ 26,637	$ 34,752
Net (loss) earnings	$ (2,329)	$ 480
Diluted earnings per share (in dollars per share)	$ (0.19)	$ 0.04

REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables)

3 Months Ended

Mar. 31, 2025

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue


	Three Months Ended March 31,
(in thousands)	2025		2024
Revenue by customer type:
End user	$	22,436	$	21,430
OEM/Integrator	4,201		8,394
	$	26,637	$	29,824


	Three Months Ended March 31,
(in thousands)	2025			2024
Revenue by product type:
Thermal test	$	4,393		$	3,699
Thermal process	5,281			10,955
Semiconductor test	4,734			6,282
Video imaging	2,057			2,119
Flying probe and in-circuit testers	1,856			2,744
Alfamation™ products	4,149			1,379
Service/other	4,167			2,646
	$	26,637	—	$	29,824


	Three Months Ended March 31,
(in thousands)	2025		2024
Revenue by market:
Semi	$	8,995	$	14,967
Auto/EV	5,959		3,958
Defense/Aerospace	2,828		3,239
Industrial	3,021		4,187
Life Sciences	1,688		653
Safety/Security	564		541
Other	3,582		2,279
	$	26,637	$	29,824

Activity related to our allowance for credit losses was as follows:


	Three Months Ended March 31,
(in thousands)	2025		2024
Beginning balance	$	423	$	474
Credit loss expense, net of release of unused allowance	(14)		—
Write-offs	—		(48)
Foreign currency translation impact	2		—
Ending balance	$	411	$	426

SEGMENT INFORMATION - Narrative (Details) - segment			3 Months Ended
SEGMENT INFORMATION - Narrative (Details) - segment	Mar. 17, 2025	Mar. 06, 2024	Mar. 31, 2025
Segment Reporting [Abstract]
Number of operating segments	3	3	3
Number of reportable segments			3
Number of reporting units			3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Mar. 31, 2025
Accounting Policies [Abstract]
Basis of Presentation and Use of Estimates	Basis of Presentation and Use of Estimates The accompanying consolidated financial statements include our accounts and those of our wholly-owned subsidiaries. All 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. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position, results of operations, and changes in cash flows for the interim periods presented. Certain footnote information has been condensed or omitted from these consolidated financial statements. Therefore, these consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”) filed on March 13, 2025, with the Securities and Exchange Commission (“SEC”).
Reclassifications	Reclassifications Certain prior period presentation and amounts have been reclassified to conform with the current period’s presentation. These consist of: •aggregating the components of property and equipment on the face of the consolidated balance sheets and disclosing the details in the footnotes •aggregating accrued wages and benefits, accrued professional fees, accrued sales commissions and other current liabilities into accrued expenses and other current liabilities on the face of the consolidated balance sheets and disclosing the details in the footnotes •aggregating our restricted certificates of deposit into other assets on the face of the consolidated balance sheets and disclosing the details in the footnotes •disaggregating amortization of acquired intangible assets from general and administrative expenses on the face of our consolidated statements of operations •aggregating foreign exchange (gain) loss, discount on shares sold under Employee Stock Purchase Plan, proceeds from sales of demonstration equipment, net of gain, into other non-cash reconciling items within adjustments to reconcile net (loss) earnings to cash provided by operating activities on the consolidated statements of cash flows •aggregating accrued wages and benefits, accrued professional fees, accrued sales commissions, other current liabilities and other liabilities into accrued and other liabilities within changes in assets and liabilities for cash flows from operating activities on the consolidated statements of cash flows
Business Combinations	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 and third-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.
Cash and Cash Equivalents	Cash & Cash Equivalents Short-term investments that have maturities of three 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 may exceed the federally insured limits. We have not experienced any losses related to these cash balances and believe the credit risk to be minimal. Periodically we have restricted cash which represents amounts deposited at our banks to support bank guarantees which certain of our customers require as a condition of paying large deposits on orders they place with us. Typically, the amount of the deposit and related guarantee declines as shipments are made against the order. At March 31, 2025, and December 31, 2024, we had no amounts classified as restricted cash.
Trade Accounts Receivable and Allowance for Credit Losses	Trade Accounts Receivable and Allowance for Credit Losses Trade accounts receivable are recorded at the invoiced amount and do not bear interest. We grant credit to customers and generally require no collateral. To minimize our risk, we perform ongoing credit evaluations of our customers’ financial condition. We follow the guidance in Accounting Standards Codification (“ASC”) Topic 326 - Financial Instruments – Credit Losses (“ASC 326”) 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 do not have any significant off-balance sheet credit exposure related to our customers. Cash flows from accounts receivable are recorded in operating cash flows.
Inventories	Inventories Inventories are valued at cost on a first-in, first-out basis, not in excess of net realizable value, except inventory acquired in a business combination, which is recorded at fair 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 prior three years. Our criteria identify obsolete material as material that has not been used in a work order during the prior twenty-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.
Property and Equipment	Property and Equipment Our property and equipment caption includes machinery, equipment and leasehold improvements which 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 disclosed in “(h) 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 for machinery and equipment is based upon the estimated useful life of the assets using the straight-line method. The estimated useful lives range from one to ten years. Leasehold improvements are recorded at cost and amortized over the shorter of the lease term or the estimated useful life of the asset.
Goodwill, Intangible And Long Lived Assets	Goodwill, Intangible and Long-Lived Assets We have three reportable segments which are also our reporting units: Electronic Test, Environmental Technologies and Process Technologies. We account for goodwill and intangible assets in accordance with ASC Topic 350 - Intangibles - Goodwill and Other (“ASC 350”). 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 the fourth quarter on a reporting unit basis, or more frequently when events and circumstances occur indicating that the recorded goodwill may be 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 is not 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 choose not 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 considered not 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 the fourth 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 than not 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 right-of-use (“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 are no 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.
Fair Value of Financial Instruments	Fair Value of Financial Instruments ASC Topic 820 - Fair Value Measurement (“ASC 820”) 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. ASC 820 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, ASC 820 establishes a three-tier fair value hierarchy that distinguishes among the following: Level 1: Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access. Level 2: 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 are not active and models for which all significant inputs are observable, either directly or indirectly. Level 3: 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 Level 3. 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. 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-term nature of those items. Our credit facility and our interest rate swap are discussed further below and in “Note (10) Debt.” Our contingent consideration liabilities are measured at fair value on a recurring basis using Level 3 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 “Note (7) Fair Value Measurements” for further disclosures related to the fair value of our liabilities for contingent consideration.
State and Local Grant Funds Received	State and Local Grant Funds Received In connection with leasing a facility in Rochester, New York, which our subsidiary, Ambrell Corporation (“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 $0.6 million 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 were required to create and maintain specified levels of employment in this location through various dates ending in 2024. As of December 31, 2024, we met those employment targets as specified in the grant agreement with the city of Rochester. The remaining proceeds which were no longer subject to repayment were reclassified to deferred grant proceeds and will be amortized to income on a straight-line basis over the current 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 $0.3 million at March 31, 2025.
Leases	Leases We account for leases in accordance with ASC Topic 842 -Leases (“ASC 842”). 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 may be either explicitly or implicitly specified in the contract. In addition, the supplier must not have any practical ability to substitute a different asset and would not 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 842. 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 do not 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 may include 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 are not 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 are not 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 election not to apply the recognition requirements of ASC 842 to short-term leases (leases with a term of one 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.
Interest Rate Swap Agreement	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 “Note (7) Fair Value Measurements” and “Note (10) Debt.” The principal objective of this agreement is to eliminate the variability of the cash flows for interest payments associated with a portion of 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 Topic 815 - Derivatives and Hedging. Further, we have determined that this agreement qualifies for the shortcut method of hedge accounting. Our interest rate swap is recorded at fair value as a component of other assets in our balance sheets. 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. We recognize the change in the fair value of the interest rate swap as a component of the change in other assets in our statements of cash flows.
Revenue Recognition	Revenue Recognition We recognize revenue in accordance with the guidance in ASC Topic 606 - Revenue from Contracts with Customers. We recognize revenue for the sale of products or services at the amount of consideration we expect to receive for those goods 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. We do not have any material variable consideration arrangements, or any material payment terms with our customers other than standard payment terms which generally range from net 30 to net 90 days. We generally do not 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. Shipping and handling fees billed to customers are included in revenue, while shipping and handling costs are included in cost of revenue. 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 semi, industrial, auto/EV, life sciences, defense/aerospace and safety/security. 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 sell thermal management products including ThermoStream®, ThermoChambers, process chillers, refrigerators and freezers, which we sell under our Temptronic®, Sigma, Thermonics® and North Sciences product lines, and Ambrell®’s 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 also sell many of our products to various other markets including the industrial, auto/EV, life sciences, defense/aerospace and safety/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 of six months or less. Our lease agreements do not 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 do not 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 do not recognize revenue at the same time as we invoice, we record a liability for deferred revenue. Deferred revenue estimated to be recognized within the next twelve months is included in current liabilities. Deferred revenue that we estimate will be recognized beyond twelve 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 326 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 or third-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 by third-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 but not yet paid are included in current liabilities on our balance sheets. Product Warranties In connection with the sale of our products, we generally provide standard one- or two-year product warranties which are detailed in our terms and conditions and communicated to our customers. Our standard warranties are not offered for sale separately from our products; therefore, there is not 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.
Earnings (Loss) Per Common Share	Earnings (Loss) Per Common Share Earnings (loss) per common share - basic is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding during each period. Earnings (loss) per common share - diluted is computed by dividing earnings (loss) 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, performance-based restricted stock, restricted stock units 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.
Stock-Based Compensation	Stock-Based Compensation We account for stock-based compensation in accordance with ASC Topic 718 - 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. We recognize forfeitures of awards as they occur, recapturing any expense recorded for unvested awards. The fair value of our stock options on the date of grant is determined using the Black-Scholes option pricing model, which requires the use of certain assumptions, including the expected volatility of our stock price, the expected term of the option, the risk-free rate and the expected dividend yield. No option may be granted with an exercise period in excess of ten 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. 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. Prior to 2025, restricted stock awards granted to our independent directors vested 25% at each of March 31, June 30, September 30, and December 31 of the year in which they were granted. Beginning in 2025, restricted stock awards granted to our independent directors vest on the one-year anniversary of the grant date. We also grant performance-based restricted stock awards where the ultimate number of shares that vest can vary and is based on the achievement of specific performance metrics. The grant date fair value of these awards is based on the quoted market price of our stock on the date of grant. Vesting for performance-based awards is generally cliff vesting at the end of the period over which the performance metrics are measured. Compensation expense for performance-based 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 adjusted as needed. Our initial assumption at the grant date of these performance-based awards is that the award will vest at 100%. From time to time, as restricted stock awards vest, certain employees surrender their vested shares to satisfy their tax liability on vesting. The fair value of those shares on the vesting date are then used by us to pay those employees’ tax obligations. The shares surrendered are reported as treasury stock in our statements of stockholders’ equity.
Foreign Currency	Foreign CurrencyFor our foreign subsidiaries whose functional currencies are not 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.
Income Taxes	Income Taxes We account for income taxes using the asset and liability method, as described in ASC Topic 740 – 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 than not that such assets will not be realized. Recognition and measurement of uncertain tax positions in our financial statements involves a determination of whether it is more likely than not 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.
Restructuring and Other Charges	Restructuring and Other Charges In accordance with the guidance in ASC Topic 420 - 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 may be recognized upon notification or ratably over the remaining required service period of the employees. Plans to consolidate excess facilities may result in lease termination fees and impairment charges related to our ROU assets that are associated with the leases for these facilities. Other long-lived assets that may be 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 842, ASC 350 and ASC Topic 360 - Property, Plant and Equipment.
Effect of Recently Adopted and Recently Issued Amendments to Authoritative Accounting Guidance	Effect of Recently Adopted Amendments to Authoritative Accounting Guidance In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”) which amends the guidance for disclosures for reportable segments. ASU 2023-07 introduced new requirements to disclose significant segment expenses regularly provided to the chief operating decision maker (“CODM”), extends certain annual disclosures to interim periods, clarifies that single reportable segment entities must apply ASC 280 – Segment Reporting in its entirety, permits more than one measure of segment profit or loss to be reported under certain conditions, and requires disclosure of the title and position of the CODM. Our adoption of ASU 2023-07 had no impact on our consolidated financial statements. We have retrospectively applied the amendments to our interim footnote disclosures beginning January 1, 2025, as permitted. Effect of Recently Issued Amendments to Authoritative Accounting Guidance Not Yet Adopted In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) that requires additional disclosure of certain costs and expenses, including amounts of inventory purchases, employee compensation, and depreciation and amortization included in each income statement line item. ASU 2024-03 also requires disclosure of the total amount of selling expenses and our definition of selling expenses. This update is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, and may be adopted on a prospective basis at the effective date or retrospectively applied to all periods presented. We do not believe there will be any impact on our financial statements and are evaluating the impact of the amendments on footnote disclosures to our consolidated financial statements. In March 2024, the SEC issued a new final rule in Release 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors, which requires the inclusion of climate-related information in registration statements and annual reports. Among other things, the new rule requires disclosure of material climate-related risks, activities related to adapting to or mitigating such risks, related oversight activities, and information on climate-related targets or goals. Information is also required of certain greenhouse gas emissions. Disclosure requirements were to begin phasing in for fiscal years beginning on or after January 1, 2025, however on April 4, 2024, the SEC issued a voluntary stay (SEC Release 33-11280) in response to pending litigation. Therefore, the implementation dates are currently on hold. We are monitoring SEC developments and evaluating the impact of the new rule on its financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). 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 a five percent quantitative threshold. The amendments may be adopted on a prospective or retrospective basis and are effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We do not believe there will be any impact on our financial statements and are evaluating the impact of the amendments on footnote disclosures to our consolidated financial statements.
Subsequent Events	Subsequent Events We have made an assessment of our operations and with the exception of the debt waiver noted in “Note (10) Debt,” determined that there were no other material subsequent events requiring adjustment to, or disclosure in, our consolidated financial statements for the three months ended March 31, 2025.

DEBT

3 Months Ended

Mar. 31, 2025

Debt Disclosure [Abstract]

DEBT

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 balance sheets. The terms of our leases require us to renew these letters of credit at least 30 days prior to their expiration dates for successive terms of not less than one year until lease expiration. Our outstanding letters of credit at March 31, 2025, and December 31, 2024, consisted of the following:

(in thousands)

L/C

Lease

Letters of Credit
Amount Outstanding

Facility

Original L/C
Issue Date

Expiration
Date

Mar. 31,
2025

Dec. 31,
2024

Mt. Laurel, NJ

3/29/10

4/30/26

4/30/31

Mansfield, MA

10/27/10

12/31/25

2/29/32

100

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, was subsequently amended on October 28, 2021, December 30, 2021, September 20, 2022, May 2, 2024, and December 18, 2024 (together as amended, the “Loan Agreement”). The Loan Agreement includes a $50.5 million non-revolving delayed draw term note (the “Term Note”) and a $10.0 million revolving credit facility (the “Revolving Facility” and together with the Term Note, the “Credit Facility”). The available funding at March 31, 2025, under the Term Note was $30 million and we have not borrowed any amounts under the $10.0 million Revolving Facility. The Credit Facility has a five-year contract period that began on October 15, 2021, and, as amended, expires on May 2, 2031, and draws under the Term Note, as amended, are permissible until May 2, 2026.

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 a five-year amortizing term loan with a balloon due at maturity, or (ii) up to a five-year term with up to seven years amortization with a balloon due at maturity. Any amortization greater than five years will be subject to an excess cash flow recapture. The 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 Loan Agreement contains customary default provisions, including but not limited to the failure by us to repay obligations when due, violation of provisions or representations provided in the 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 nondefault interest rate. The Loan Agreement includes customary affirmative, negative and financial covenants, including a maximum ratio of consolidated funded debt to consolidated EBITDA of not more than 3.0 to 1.0 and a fixed charge coverage ratio of not less than 1.25 to 1.0. Our obligations under the Loan Agreement are secured by liens on substantially all of our tangible and intangible assets that are owned as of the Closing Date or acquired thereafter. At March 31, 2025, we were in compliance with all of the covenants included in the Loan Agreement, except for the fixed charge coverage ratio financial covenant which was 0.99 to 1.0 for the quarter ended March 31, 2025, for which we have received a one-time waiver from M&T on May 1, 2025.

On October 28, 2021, we drew $12.0 million under the Term Note to finance the acquisition of Videology®. 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 the five-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 $8.5 million under the Term Note to finance the acquisition of Acculogic. We did not enter into an interest rate swap agreement with M&T related to this draw. The annual interest rate we expect to pay for this draw under the Term Note is variable. At March 31, 2025, it was approximately 6.5% based on current leverage.

The following table sets forth the annual maturities for the balance of the Term Note:


(in thousands)
2025 (remainder)	$	3,075
2026	3,842
Total remaining maturities of our Term Note	$	6,917

Alfamation™ Debt

In connection with the acquisition of Alfamation™ (see “Note (3) Acquisition”), we assumed debt which totaled $11.3 million as of the acquisition date. At March 31, 2025, Alfamation™’s total debt amounted to $4.9 million. This debt is comprised of both fixed and variable rate bank issued term loans as well as $1.1 million of short-term variable rate financing backed by Alfamation™’s accounts receivable. This debt is spread across several different institutions with monthly, quarterly or semi-annual repayment schedules. The short-term variable financing rate at March 31, 2025, was 3.5%. At March 31, 2025, the weighted average interest rate payable on the bank issued term loans was was 1.1% for fixed rate debt and 4.0% for variable rate debt and the overall weighted average interest rate for the bank issued term loans was 3.3%.

The following table sets forth the maturities of this debt for each of the next four years:


(in thousands)
2025 (remainder)	$	2,478
2026	1,352
2027	772
2028	309
Total remaining maturities of our Alfamation™ Debt	$	4,911

Total interest expense for the three months ended March 31, 2025 and 2024, related to our various debt arrangements was $0.2 million and $0.1 million, respectively.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

LEASES

3 Months Ended

Mar. 31, 2025

Leases [Abstract]

LEASES

As disclosed in “Note (2) Summary of Significant Accounting Policies; (k) Leases,” we account for our leases in accordance with the guidance in ASC 842. We lease our offices, warehouse facilities and certain equipment under non-cancellable operating leases that expire at various dates through 2032. Total operating lease and short-term lease costs for the three months ended March 31, 2025 and 2024, respectively, were as follows:


	Three Months Ended March 31,
(in thousands)	2025		2024
Operating lease cost	$	653	$	451
Short-term lease cost	4		3

The following is additional information about our leases as of March 31, 2025:


Range of remaining lease terms (in years)	0.3	to	6.9
Weighted average remaining lease term (in years)		5.6
Weighted average discount rate		6.7%

Maturities of lease liabilities as of March 31, 2025, were as follows:


(in thousands)
2025 (remainder)	$	1,977
2026	2,413
2027	2,249
2028	1,658
2029	1,555
Thereafter	2,622
Total lease payments	$	12,474
Less imputed interest	(1,822)
Total	$	10,652

Cash Flow Information

Total amortization of ROU assets was $0.6 million and $0.4 million for the three months ended March 31, 2025 and 2024, respectively.

As disclosed in “Note (3) Acquisition,” on March 12, 2024, we acquired the stock of Alfamation™, and as such, we assumed several leases. In addition, we also entered into the Alfamation Lease Agreement for the seller-owned facility where Alfamation™ has its principal operations. The leased premises include warehouse and office space totaling approximately 52 thousand square feet. The semi-annual lease payments are €0.1 million. The impact of the assumption and execution of these leases was a non-cash increase in our ROU assets and operating lease liabilities of approximately $1.7 million at the date of the acquisition.

During the three months ended March 31, 2025, we had an immaterial non-cash increase to our ROU assets and operating lease liabilities.

Excluding the assumption of leases associated with the Alfamation™ acquisition, during the three months ended March 31, 2024, we had an immaterial non-cash increase to our ROU assets and operating lease liabilities.

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Income Statement [Abstract]
Revenue	$ 26,637	$ 29,824
Cost of revenue	15,581	16,748
Gross profit	11,056	13,076
Operating expenses:
Selling expense	4,547	4,590
Engineering and product development expense	2,448	1,982
General and administrative expense	5,816	5,417
Amortization of acquired intangible assets	813	595
Restructuring costs	313	0
Total operating expenses	13,937	12,584
Operating (loss) income	(2,881)	492
Interest expense	(152)	(140)
Other income	244	435
(Loss) earnings before income tax expense	(2,789)	787
Income tax (benefit) expense	(460)	125
Net (loss) earnings	$ (2,329)	$ 662
(Loss) earnings per common share:
Basic (in USD per share)	$ (0.19)	$ 0.06
Diluted (in USD per share)	$ (0.19)	$ 0.05
Weighted average common shares outstanding:
Basic (in shares)	12,179,418	12,026,361
Diluted (in shares)	12,179,418	12,158,297

ACQUISITION - Narrative (Details) - Alfamation ft² in Thousands, $ in Thousands, € in Millions			3 Months Ended	7 Months Ended
	Mar. 12, 2024 USD ($) ft² payment shares	Mar. 12, 2024 EUR (€) payment shares	Dec. 31, 2024 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2024 EUR (€)	Mar. 31, 2025 USD ($)	Mar. 12, 2024 EUR (€) ft²
Business Acquisition [Line Items]
Purchase price		€ 20.0		$ 21,900
Payments to acquire business	$ 19,700	€ 18.0
Business acquisition, shares of common stock issued (in shares) \| shares	187,432	187,432
Business acquisition, common stock issued	$ 2,100
Business acquisition, purchase price adjustment				100	€ 0.1
Business acquisition, debt assumed	$ 11,300					$ 11,274	€ 10.3
Transaction costs				$ 1,200
Inventory step-up			$ 1,600
Operating lease term	6 years						6 years
Leased premise (in square feet) \| ft²	52						52
Number of lease payments \| payment	2	2
Lease payments	$ 300						€ 0.3

REVENUE FROM CONTRACTS WITH CUSTOMERS - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Dec. 31, 2024
Disaggregation of Revenue [Line Items]
Contract liabilities	$ 6.3		$ 6.4
Revenue recognized	$ 3.0	$ 2.5
Revenue Benchmark \| Customer Concentration Risk \| Largest Customer
Disaggregation of Revenue [Line Items]
Concentration risk	13.00%	15.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

GOODWILL AND INTANGIBLE ASSETS - Changes in the Amount of the Carrying Value of Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Finite-Lived Intangible Assets [Roll Forward]
Beginning Balance	$ 16,201
Impact of foreign currency translation adjustments	479
Amortization	(813)	$ (595)
Ending Balance	$ 15,867

FAIR VALUE MEASUREMENTS - Narrative (Details) - Acculogic - Payments Based on Performance Metrics - Fair Value, Recurring $ in Millions, $ in Millions	Dec. 21, 2021 CAD ($)	Mar. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Dec. 21, 2021 USD ($)	Dec. 21, 2021 CAD ($)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Consideration payable, additional		$ 3.5	$ 0.0	$ 0.0		$ 5.0
Consideration payable, additional period					5 years	5 years
Minimum amount for invoices received	$ 2.5
Estimated fair value					$ 1.4

GOODWILL AND INTANGIBLE ASSETS - Changes in the Amount of the Carrying Value of Indefinite-lived Intangible Assets (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2025 USD ($)
Indefinite-Lived Intangible Assets [Roll Forward]
Beginning Balance	$ 10,175
Impact of foreign currency translation adjustments	96
Ending Balance	$ 10,271

LEASES - Narrative (Details) ft² in Thousands, $ in Thousands		3 Months Ended
	Mar. 12, 2024 USD ($) ft²	Mar. 31, 2025 USD ($)	Mar. 31, 2024 USD ($)
Lessee, Lease, Description [Table]
Amortization of ROU assets		$ 600	$ 400
Operating lease liabilities		(523)	$ (447)
Alfamation
Lessee, Lease, Description [Table]
Leased premise (in square feet) \| ft²	52
Alfamation \| Warehouse and Office Space
Lessee, Lease, Description [Table]
Semi-annual lease payments		100
Operating lease liabilities	$ 1,700	$ 0

NATURE OF OPERATIONS	3 Months Ended
NATURE OF OPERATIONS	Mar. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF OPERATIONS	(1) NATURE OF OPERATIONS InTest Corporation (“InTest,” “we,” “our,” “us” and the “Company”), a Delaware corporation headquartered in Mount Laurel, New Jersey, is a global supplier of innovative test and process technology solutions for use in manufacturing and testing across a wide range of markets including semiconductors (“semi”), auto/EV, defense/aerospace, industrial, life sciences, safety/security and other. 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, Italy and the Netherlands. Marketing and support activities are conducted worldwide from our facilities in the U.S., Canada, Italy, Germany, Singapore, the Netherlands and the U.K. We operate our business worldwide and sell our products both domestically and internationally. Founded in 1981, we completed our initial public offering in June 1997 and currently trade on the NYSE American exchange under the symbol “INTT.” 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, 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 any one 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 and third-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 and third-party test and assembly houses. These sales all fall within the ATE sector of the semi market. With the December 2021 acquisition of Acculogic Inc. and its affiliates (“Acculogic”) and the March 2024 acquisition of Alfamation S.p.A (“Alfamation™”), our Electronic Test segment also sells its products to customers in markets outside the semi market including the auto/EV, 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 auto/EV, 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 auto/EV, defense/aerospace, industrial, life sciences and safety/security markets. Our financial results are affected by a wide variety of factors, including, but not 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 may cause us to incur substantial expense in reviewing and evaluating potential transactions. We may or may not be successful in locating suitable businesses to acquire and in closing acquisitions of businesses we pursue. In addition, we may not 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.

RESTRUCTURING

3 Months Ended

Mar. 31, 2025

Restructuring and Related Activities [Abstract]

RESTRUCTURING

On February 25, 2025, we notified employees of our wholly-owned subsidiary, Videology Imaging Corporation, of our intention to consolidate all operations in the Netherlands into our facility located in Mansfield, Massachusetts (the “Videology Consolidation”). Videology® is included in our Process Technologies segment. This plan would result in the closure of the Netherlands facility and the termination of certain employees at that location. The Videology Consolidation of the Netherlands operations is being undertaken to increase efficiencies and lower operating costs associated with the current operation of Videology® and is expected to be substantially completed by the end of 2025 at which point we intend to fully vacate the Netherlands facility.

As a result of this action, we expect to incur cash charges for severance and other one-time termination benefits of $350 thousand. In addition, we expect to incur cash charges for other costs related to the facility consolidation, including moving costs, costs associated with the termination of the Netherlands facility lease and other consolidation costs, ranging from $200 thousand to $300 thousand.

We have recognized restructuring expenses related to the Videology Consolidation as follows:


(in thousands)	Three Months Ended March 31, 2025
Severance	$	237
Retention	19
Payroll taxes and payroll related	51
Other	6
Total restructuring charges	$	313

Our restructuring accrual is included as a component of accrued expenses and other current liabilities:


(in thousands)	Three Months Ended March 31, 2025
Beginning balance	$	—
Charges	313
Cash payments	(6)
Ending balance	$	307

RESTRUCTURING (Details Textual) $ in Thousands	Mar. 31, 2025 USD ($)
Severance and One-time Termination Benefits
Restructuring Cost and Reserve [Line Items]
Expected costs	$ 350
Other \| Minimum
Restructuring Cost and Reserve [Line Items]
Expected costs	200
Other \| Maximum
Restructuring Cost and Reserve [Line Items]
Expected costs	$ 300

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2025

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements

The interest rate swap agreement we entered into in connection with our Term Note, as disclosed in “Note (2) Summary of Significant Accounting Policies; (l) Interest Rate Swap Agreement” and “Note (10) Debt,” is measured at fair value on a recurring basis using Level 2 inputs. The contingent consideration liability on our balance sheet is measured at fair value on a recurring basis using Level 3 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. We may pay the seller up to an additional CAD $5.0 million in the five-year period from 2022 through 2026. The additional payments will be based on a percent of net invoices for which payments have been received on systems sold to EV or battery customers in excess of CAD $2.5 million per year in each of the five years. The maximum payment is capped at CAD $5.0 million, which equates to approximately $3.5 million at March 31, 2025. There were no payments due to the seller for the years ended December 31, 2023 or 2024. To estimate the fair value of the contingent consideration at the acquisition date, an option-based income approach using a Monte Carlo simulation model was utilized due to the non-linear payout structure. As of the acquisition date, this resulted in an estimated fair value of $1.4 million. This amount was recorded as a contingent consideration liability and included in the purchase price as of the acquisition date. We reassess the estimated fair value of this liability annually using this same approach, or more frequently, if we determine that there have been material changes to the assumptions used in the calculation of the probable payout. Changes in the amount of the estimated fair value of the earn-outs since the acquisition date are recorded as operating expenses in our consolidated statement of operations in the quarter in which they occur. The current portion of our contingent consideration liability is included as a component of accrued expenses and other current liabilities, while the non-current portion is included in Other Liabilities on our consolidated balance sheets.

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


	March 31, 2025
			Fair Value Measurement Using
(in thousands)	Total		Level 1		Level 2		Level 3
Contingent consideration - current	$	(407)	$	-	$	-	$	(407)
Contingent consideration - long term	(417)		-		-		(417)
Interest rate swap	$	82	$	-	$	82	$	-


	December 31, 2024
			Fair Value Measurement Using
(in thousands)	Total		Level 1		Level 2		Level 3
Contingent consideration - current	$	(62)	$	-	$	-	$	(62)
Contingent consideration - long term	(825)		-		-		(825)
Interest rate swap	$	117	$	-	$	117	$	-

Changes in the fair value of our Level 3 contingent consideration liabilities for the three months ended March 31, 2025 and 2024, were as follows:


	Three Months Ended March 31,
(in thousands)	2025		2024
Balance at beginning of period	$	887	$	1,093
Cash payments	(34)		-
Change in estimated fair value	(28)		-
Impact of foreign currency translation adjustments	(1)		(24)
Balance at end of period	$	824	$	1,069

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
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-Name Accounting Standards Codification
-Section 55
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-Topic 820
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 820
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

STOCK-BASED COMPENSATION PLAN

3 Months Ended

Mar. 31, 2025

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION PLAN

As of March 31, 2025, we had unvested stock options, restricted stock awards, performance-based restricted stock awards and restricted stock units granted under our stock-based compensation plans. On June 21, 2023, our stockholders approved the InTest Corporation 2023 Stock Incentive Plan (the “2023 Plan”) which replaced the Fourth Amended and Restated 2014 Stock Plan (the “2014 Plan”). No further awards can be granted under the 2014 Plan. The maximum number of shares of common stock available for grant and issuance under the 2023 Plan is (a) 350,000, plus (b) the number of shares of common stock available for issuance under the 2014 Plan on the date the 2023 Plan was approved by stockholders, plus (c) any shares of common stock that are subject to awards granted under the 2014 Plan that expire, are forfeited or canceled or terminate for any other reason on or after the date the 2023 Plan was approved by stockholders, without the issuance of shares. The number of shares available to be issued under the 2023 Plan as of the date of its approval was 1,117,942. Consistent with prior years’ performance-based awards, we reserve additional shares in the event that the performance achieves maximum levels. As a result of current year’s activity with regard to performance-based restricted stock awards (grants and forfeitures), we have 56,279 shares reserved in aggregate for

performance in excess of target as of March 31, 2025. As of March 31, 2025, the remaining authorization for issue under the 2023 Plan was 396,431.


	Three Months Ended March 31,
(in thousands)	2025		2024
Cost of revenues	$	38	$	31
Selling expense	13		11
Engineering and product development expense	(11)		4
General and administrative expense	383		303
	$	423	$	349

As of March 31, 2025, total compensation expense to be recognized in future periods was $5.4 million. The weighted average period over which this expense is expected to be recognized was 2.9 years. There was no compensation expense capitalized in the three months ended March 31, 2025 or 2024.

Stock Options


	Three Months Ended March 31,
	2025		2024
Risk-free interest rate	4.28	%	3.98	%
Dividend yield	0.00	%	0.00	%
Expected common stock market price volatility factor	.59		.57
Weighted average expected life of stock options (years)	6.25		6.25

The following table summarizes the activity related to stock options for the three months ended March 31, 2025:


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (yrs)	Aggregate Intrinsic Value (in thousands)
Options outstanding, January 1, 2025	602,593	$	10.92
Granted	310,086	7.74
Exercised	(4,925)	3.69
Canceled	(8,432)	12.32
Options outstanding, March 31, 2025	899,322	$	9.85	7.7	$	102
Exercisable	349,945	$	10.54	6.5	$	102
Expected to vest	549,377	$	9.41	8.5	$	—

The table below summarizes certain additional information with respect to our options:


	Three Months Ended March 31,
(in thousands, except per option amounts)	2025		2024
Weighted average grant date fair value per option	$	4.61	$	6.55
Aggregate intrinsic value of options exercised	$	22	$	40

Restricted Stock Awards

The following table summarizes the activity related to unvested restricted stock awards for the three months ended March 31, 2025:


	Number of Shares	Weighted Average Grant Date Fair Value
Unvested shares outstanding, January 1, 2025	119,833	$	11.92
Granted	85,098	7.74
Vested	(31,745)	12.12
Forfeited	(1,872)	12.30
Unvested shares outstanding, March 31, 2025	171,314	$	9.80

Additional information about our restricted stock awards is summarized as follows:


	Three Months Ended March 31,
(in thousands)	2025		2024
Aggregate market value of RSA’s vested	$	250	$	346

Performance-Based Restricted Stock Awards

On January 16, 2024, the newly appointed president of our Process Technologies segment received performance-based restricted stock awards totaling 8,231 shares valued at $0.1 million as of the date of grant. These shares vest on the third 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 January 16, 2024. 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 March 31, 2025, we have estimated that these shares will vest at 100% of the original amount.

On March 6, 2024, our CEO, CFO and the Division Presidents of our three operating segments received restricted stock awards totaling 33,539 shares valued at $0.4 million as of the date of grant. These shares vest on the third anniversary of the grant date at a vesting percentage that could range from 0% to 150% of the number of shares awarded on March 6, 2024. The final vesting percentage will be based on the achievement of certain performance metrics related to adjusted EBITDA for the year ended December 31, 2026, as determined by the Compensation Committee of our Board of Directors. At March 31, 2025, we have estimated that these shares will vest at 100% of the original amount based on our assessment of the probable achievement against the relevant performance metrics.

On March 17, 2025, our CEO, CFO and the Division Presidents of our three operating segments received restricted stock awards totaling 49,098 shares valued at $0.4 million as of the date of grant. These shares vest on the third anniversary of the grant date at a vesting percentage that could range from 0% to 150% of the number of shares awarded on March 17, 2025. The final vesting percentage will be based on the achievement of certain performance metrics related to the percentage of revenue received by us generated by recurring revenue streams for the year ended December 31, 2027, as determined by the Compensation Committee of our Board of Directors. At March 31, 2025, we have estimated that these

shares will vest at 100% of the original amount based on our assessment of the probable achievement against the relevant performance metrics.

The following table summarizes the activity related to unvested performance-based restricted stock awards for the three months ended March 31, 2025:


	Number of Shares	Weighted Average Grant Date Fair Value
Unvested shares outstanding, January 1, 2025	88,949	$	12.53
Granted	49,098	7.74
Vested	—	—
Forfeited	(25,493)	10.17
Unvested shares outstanding, March 31, 2025	112,554	$	10.97

Additional information about our performance-based restricted stock awards is summarized as follows:


	Three Months Ended March 31,
(in thousands)	2025		2024
Aggregate market value of PSA’s vested	$	—	$	117

Restricted Stock Units


	Number of Shares	Weighted Average Grant Date Fair Value
Unvested shares outstanding, January 1, 2025	—	$	—
Granted	61,091	7.98
Vested	—	—
Forfeited	—	—
Unvested shares outstanding, March 31, 2025	61,091	$	7.98

No RSUs vested during the three months ended March 31, 2025.

EARNINGS (LOSS) PER SHARE (Details) - shares	3 Months Ended
EARNINGS (LOSS) PER SHARE (Details) - shares	Mar. 31, 2025	Mar. 31, 2024
Earnings Per Share [Abstract]
Weighted average common shares outstanding - basic (in shares)	12,179,418	12,026,361
Potentially dilutive securities:
Unvested shares of restricted stock and employee stock options (in shares)	0	131,936
Diluted (in shares)	12,179,418	12,158,297
Average number of potentially dilutive securities excluded from calculation because their effect was anti-dilutive during the period (in shares)	877,624	434,584

ACQUISITION - Intangible Assets (Details) - Alfamation $ in Thousands	Mar. 12, 2024 USD ($)
Business Acquisition [Line Items]
Finite-lived intangible assets:	$ 11,365
Total intangible assets	13,332
Trade name
Business Acquisition [Line Items]
Indefinite-lived intangible assets:	1,967
Customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets:	$ 8,196
Weighted Average Estimated Useful Life	20 years
Technology
Business Acquisition [Line Items]
Finite-lived intangible assets:	$ 3,169
Weighted Average Estimated Useful Life	10 years