Filing Analysis
InTest Corporation has entered into the Eighth Amendment to its Amended and Restated Loan and Security Agreement with M&T Bank. This amendment extends the period during which the Company may request advances under its term loan facility until August 28, 2028.
🚩 Red Flags
- Frequent amendments to credit facilities (8th amendment to date) may indicate ongoing liquidity management issues or restrictive covenant renegotiations.
- The company is repeatedly amending its debt structure, which can be a sign of continuous pressure on working capital.
📋 Key Facts
- The Eighth Amendment was entered into on August 14, 2026.
- The amendment extends the availability period for term loan advances until August 28, 2028.
- The agreement is with M&T Bank and involves multiple subsidiaries including Ambrell Corporation and Temptronic Corporation.
- This is the eighth amendment to the original Credit Agreement dated October 15, 2021.
InTest Corporation issued an 8-K to announce its financial results for the second quarter ended June 30, 2026. The filing serves as a formal notification of the release of quarterly earnings via press release.
📋 Key Facts
- Reporting period: Second Quarter ended June 30, 2026.
- Filing date: August 10, 2026.
- The company issued a press release (Exhibit 99.1) containing the financial results.
- Information under Item 2.02 is not considered 'filed' for purposes of Section 18 liability.
InTest Corporation issued a press release on July 31, 2026, providing revised financial guidance for the second quarter ended June 30, 2026. The filing includes disclosures under Items 2.02 and 7.01 regarding results of operations and Regulation FD.
🚩 Red Flags
- Revision of guidance often implies a deviation from previously issued expectations, which can signal operational headwinds or unexpected costs.
📋 Key Facts
- Company issued a press release on July 31, 2026, revising guidance for Q2 ended June 30, 2026.
- The disclosure was made pursuant to Items 2.02 (Results of Operations) and 7.01 (Regulation FD).
- Signed by Duncan Gilmour, CFO, Treasurer, and Secretary.
InTest Corporation reported the results of its 2026 Annual Meeting of Stockholders held on June 17, 2026. Stockholders elected five directors, approved an amendment to the 2023 Stock Incentive Plan, ratified the appointment of RSM US LLP as independent auditors, and approved executive compensation on an advisory basis.
📋 Key Facts
- Annual Meeting held on June 17, 2026.
- Quorum established with 9,494,132 shares present (out of 12,548,356 outstanding).
- Five director nominees (Abrams, Beck, Dews, Johnsen, Rogoff) were elected.
- Amendment No. 1 to the 2023 Stock Incentive Plan was approved (6,760,213 votes For).
- RSM US LLP was ratified as the independent registered public accounting firm for FY2026.
- Executive compensation was approved on an advisory basis (6,116,432 votes For).
inTest Corporation entered into a seventh amendment to its credit agreement with M&T Bank, extending the term loan advance period and removing a subsidiary as a guarantor. The filing also includes the company's Q1 2026 financial results.
📋 Key Facts
- Seventh Amendment to the Amended and Restated Loan and Security Agreement with M&T Bank effective April 30, 2026
- Extension of the period to request advances under the term loan facility until August 28, 2026
- Removal of inTEST Silicon Valley Corporation as a Guarantor under the agreement
- Release of financial results for the first quarter ended March 31, 2026
Gerald J. Maginnis, a Director and Chairman of the Audit Committee at InTest Corporation, notified the company on April 6, 2026, that he will not stand for re-election at the 2026 annual meeting. His departure is attributed to personal reasons and other professional commitments, with no reported disagreements regarding company operations.
📋 Key Facts
- Director Gerald J. Maginnis notified the company of his intent not to stand for re-election on April 6, 2026.
- Maginnis served as the Chairman of the Audit Committee and was a member of the Compensation and Nominating and Corporate Governance Committees.
- The departure is cited as being for 'personal reasons, including other professional commitments.'
- The company explicitly stated there were no disagreements regarding operations, policies, or practices.
- Maginnis will continue to serve his remaining term until the 2026 annual meeting of shareholders.
InTest Corporation announced that Richard N. Grant, Jr. has stepped down as President, CEO, and Director effective March 31, 2026. The company appointed Richard Rogoff, previously the VP of Corporate Development, as the new President and CEO to fill the vacancy.
📋 Key Facts
- Richard N. Grant, Jr. resigned effective March 31, 2026, with no reported disagreements regarding operations or policies.
- Grant is entitled to 12 months of base salary as severance, contingent upon a release of claims.
- Richard Rogoff, 59, was appointed President and CEO effective March 31, 2026.
- Rogoff's compensation includes a $375,000 base salary and a target bonus of 65% of base salary.
- Rogoff was granted 300,000 performance-vesting stock options with a 3-year performance period based on the volume-weighted average price (VWAP) of the common stock.
- Rogoff previously served as VP of Corporate Development at InTest since October 2021 and had a 7-year tenure at Onto Innovation.
InTest Corporation's Compensation Committee finalized 2026 compensation for its CEO and CFO, maintaining base salaries at 2025 levels. The compensation package includes short-term performance bonus targets and long-term incentive awards tied to enterprise value and time-based vesting.
📋 Key Facts
- CEO Richard N. Grant, Jr.'s 2026 base salary remains at the 2025 level of $428,915.
- CFO Duncan Gilmour's 2026 base salary remains at the 2025 level of $282,500.
- Short-term bonus targets for 2026 are set at 85% of base salary for the CEO and 65% for the CFO.
- Long-term incentive (LTI) awards were approved with grant date fair values of $600,000 for the CEO and $250,000 for the CFO.
- LTI awards are split equally into three components: 4-year time-vesting awards, 3-year performance-vesting awards, and stock options.
- The performance-vesting component is tied to the Company's enterprise value as of December 31, 2028.
InTest Corporation announced its financial results for the fourth quarter and fiscal year ended December 31, 2025, via a press release issued on February 27, 2026.
📋 Key Facts
- The filing reports financial results for the period ending December 31, 2025.
- The announcement was made under Item 2.02 (Results of Operations and Financial Condition).
- The press release is included as Exhibit 99.1.
InTest Corporation has filed an 8-K to announce its financial results for the third quarter ended September 30, 2025. The filing serves as a formal notice of the release of quarterly earnings via press release.
📋 Key Facts
- Report date: November 5, 2025
- Reporting period: Third Quarter ended September 30, 2025
- The company issued a press release (Exhibit 99.1) containing the financial results.
- Information provided under Item 2.02 is not considered 'filed' for purposes of Section 18 liability.
InTest Corporation issued an 8-K to announce the release of its financial results for the first quarter ended June 30, 2025. The filing serves as a formal notification that earnings data is being made public via a press release.
🚩 Red Flags
- Potential clerical error/inconsistency in filing: Item 2.02 describes results for the first quarter, while Exhibit 99.1 is titled '2025 Second Quarter Results Press Release'.
📋 Key Facts
- Company issued a press release regarding financial results on August 6, 2025.
- The reported period covers the first quarter ended June 30, 2025.
- The filing includes Exhibit 99.1 containing the 2025 Second Quarter Results Press Release (Note: The text contains a discrepancy between 'first quarter' in description and 'Second Quarter' in exhibit list).
InTest Corporation reported the results of its 2025 Annual Meeting of Stockholders held on June 18, 2025. The meeting included the election of five directors and the ratification of the company's independent auditor.
📋 Key Facts
- Annual Meeting held on June 18, 2025.
- Five director nominees (Abrams, Beck, Dews IV, Grant Jr., and Maginnis) were elected to serve until the next annual meeting.
- Stockholders ratified the appointment of RSM US LLP as independent registered public accounting firm for fiscal year ending Dec 31, 2025.
- Shareholders approved executive compensation on an advisory basis (Say-on-Pay).
- Shareholders approved a 1-year frequency for future advisory votes on executive compensation.
- Quorum was established with 9,891,524 shares present in person or by proxy out of 12,494,760 outstanding shares.
InTest Corporation announced the appointment of Richard Rogoff as the new President of its Environmental Technologies Division on June 12, 2025.
📋 Key Facts
- Appointment of Richard Rogoff to President, Environmental Technologies Division.
- Announcement date: June 12, 2025.
- The appointment was communicated via a press release (Exhibit 99.1).
InTest Corporation issued an 8-K to announce the release of its financial results for the first quarter ended March 31, 2025. The filing serves as a formal notification that earnings data is being made public via a press release.
📋 Key Facts
- Report date: May 2, 2025
- Reporting period: First Quarter ended March 31, 2025
- The filing includes Exhibit 99.1 (Press Release containing financial results)
- Signed by Duncan Gilmour, CFO, Treasurer and Secretary
InTest Corporation issued a press release announcing an upcoming briefing titled 'VISION 2030,' which outlines the company's strategic plan for growth and profitability over the next five years.
📋 Key Facts
- Company announced its 'VISION 2030' strategy on March 26, 2025.
- The briefing focuses on driving long-term growth and profitability through 2030.
- A slideshow presentation (Exhibit 99.2) was furnished as part of the disclosure.
inTEST Corporation announced its FY2024 fourth quarter and year-end results via press release and authorized the renewal of a $10 million share repurchase plan. Additionally, the Compensation Committee approved specific equity-based incentive structures for the CEO and CFO.
🚩 Red Flags
- Executive salary merit increases were replaced by equity-based options rather than cash increases.
📋 Key Facts
- Company issued a press release regarding Q4 and FY2024 financial results on March 7, 2025.
- The Board authorized the renewal of a share repurchase plan with an aggregate amount up to $10 million.
- Approximately $9 million was available for repurchases at the time of renewal.
- CEO Richard N. Grant, Jr. and CFO Duncan Gilmour will have 2025 base salaries remain unchanged from 2024 levels ($428,915 and $282,500 respectively).
- In lieu of salary merit increases, executives were awarded one-time option grants.
- New long-term incentive awards for the CEO and CFO include performance-vesting components tied to recurring revenue growth through December 31, 2027.
inTEST Corporation announced the closure of its Videology Imaging Corporation facility in the Netherlands to consolidate operations into its Mansfield, Massachusetts location. The move is intended to increase operational efficiency and reduce costs.
🚩 Red Flags
- Restructuring charges indicate a need for cost reduction/efficiency improvements.
📋 Key Facts
- Closure of Videology's Netherlands facility expected to be completed by end of 2025.
- Expected cash charges for severance and termination benefits: $350,000.
- Expected additional consolidation/moving/lease termination costs: $200,000 to $300,000.
- Total estimated one-time restructuring costs: $550,000 to $650,000.
inTEST Corporation entered into a Fifth Amendment to its existing Credit Agreement with M&T Bank on December 18, 2024. The amendment primarily serves to add the company's subsidiary, inTEST Italy, Inc., as a subsidiary guarantor under the credit facility.
📋 Key Facts
- Date of agreement: December 18, 2024
- Counterparty: M&T Bank
- Action: Joinder and Fifth Amendment to Amended and Restated Loan and Security Agreement
- Key change: Addition of inTEST Italy, Inc. as a subsidiary guarantor
- Related agreements included: Fifth Amended and Restated Surety Agreement, Third Amended and Restated Patents/Trademarks/Copyrights/Licenses Security Agreement, and Pledge Agreement.
inTEST Corporation issued a press release announcing its financial results for the third quarter ended September 30, 2024. This is a routine earnings announcement filing.
📋 Key Facts
- The company reported Q3 2024 financial results on November 1, 2024.
- Reporting period ended September 30, 2024.
- The filing includes Exhibit 99.1 containing the press release.
inTEST Corporation issued an 8-K to announce its financial results for the second quarter ended June 30, 2024. The filing serves as a formal notice of the press release containing these results.
📋 Key Facts
- The company released Q2 2024 financial results on August 2, 2024.
- Reporting period ended June 30, 2024.
- The filing includes Exhibit 99.1 containing the press release.
inTEST Corporation held its 2024 Annual Meeting of Stockholders on June 20, 2024. The meeting resulted in the election of five directors and the ratification of RSM US LLP as the independent auditor.
📋 Key Facts
- Annual Meeting held on June 20, 2024.
- Five director nominees (Steven J. Abrams, Jeffrey A. Beck, Joseph W. Dews IV, Richard N. Grant, Jr., and Gerald J. Maginnis) were elected to serve until the next annual meeting.
- Stockholders ratified the appointment of RSM US LLP as independent registered public accounting firm for fiscal year ending Dec 31, 2024.
- Advisory vote on executive compensation (Say-on-Pay) was approved with 7,192,074 votes in favor.
- Quorum was established by 10,337,019 shares present in person or by proxy.
inTEST Corporation's subsidiary, Temptronic Corporation, entered into a third amendment to its commercial lease for facility premises. The amendment extends the lease term through February 29, 2032, and includes options for two additional five-year renewals.
🚩 Red Flags
- None identified; this is a standard operational lease amendment for an existing facility.
📋 Key Facts
- Effective date of Amendment: May 21, 2024.
- Lease term extension: January 1, 2025, to February 29, 2032.
- Renewal options: Two (2) additional consecutive five-year periods.
- Improvement allowance: Up to $235,200 for facility alterations/improvements, available if requested by July 31, 2025.
- Monthly base rent increases annually from $73,500.00 in 2025 to $91,942.81 in early 2032.
This is an amendment to a previous 8-K filing regarding the acquisition of Alfamation S.p.A. The company is correcting typographical errors in a lease agreement and clarifying that it will not be required to file pro forma financial information for the transaction.
🚩 Red Flags
- The filing is an 'Amendment No. 1' to a previous 8-K, indicating the need for corrections in material disclosures (lease terms).
- Presence of an indemnification escrow suggests potential future liabilities or disputes related to the acquisition.
📋 Key Facts
- Amends the March 12, 2024, 8-K regarding the acquisition of Alfamation S.p.A.
- Corrects a typographical error in the lease agreement: yearly lease payment is €260,000 paid semiannually.
- The company determined it is not required to file pro forma financial information under Item 9.01(b).
- Acquisition details: Total base purchase price of ~€20 million (€18M cash + 187,432 shares) plus ~€542k for excess assets.
- Indemnification escrow of €2,064,220 was funded at closing, available for 18 months.
inTEST Corporation issued a press release regarding its financial results for the first quarter ended March 31, 2024. This is a routine earnings announcement filing.
📋 Key Facts
- Reporting period: First Quarter ended March 31, 2024
- Filing date: May 6, 2024
- The company issued a press release (Exhibit 99.1) containing the results of operations and financial condition.
inTEST Corporation has entered into a Fourth Amendment to its Amended and Restated Loan and Security Agreement with M&T Bank. The amendment primarily serves to extend the maturity dates of existing credit facilities, providing the company with additional runway.
🚩 Red Flags
- Frequent amendments to existing loan agreements (this is the fourth amendment) may indicate ongoing restructuring of debt obligations or liquidity management needs.
📋 Key Facts
- Amended Loan Agreement dated May 2, 2024, with M&T Bank.
- The period for requesting advances under the term loan facility is extended until May 2, 2026.
- The maturity date for both the term loan and revolving credit facility has been extended from September 19, 2027, to May 2, 2031.
inTEST Corporation issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2023. The filing serves as a formal notification of the earnings release rather than containing new material agreements or structural changes.
📋 Key Facts
- Reporting period: Fourth quarter and full year ended December 31, 2023.
- Filing date: March 27, 2024.
- The information provided under Item 2.02 is not considered 'filed' for purposes of Section 18 liability.
inTEST Corporation announced the acquisition of Alfamation S.p.A. for approximately €20 million and simultaneously disclosed a restatement of its Q3 2023 financial results due to revenue recognition errors.
🚩 Red Flags
- Restatement of previously issued financial statements (Item 4.02).
- Revenue overstatement error ($1.7M) involving improper recognition of deferred revenue.
- Multiple material items in a single filing (Acquisition + Restatement).
📋 Key Facts
- Acquisition of Alfamation S.p.A. completed on March 12, 2024, for an aggregate base price of ~€20 million (€18M cash and 187,432 shares).
- The acquisition includes a 6-year lease agreement for 51,817 sq. ft. of warehouse/office space at €231,312 per year.
- Board concluded that Q3 2023 Form 10-Q (ended Sept 30, 2023) should no longer be relied upon due to revenue overstatement errors.
- Revenue was overstated by ~$1.7 million in the statement of operations due to failure to defer revenue for materials still held by the company.
- Net income for the restated period is expected to decrease by approximately $700,000; EPS reduced from $0.24 to $0.19.
- New equity grants were approved for CEO Richard N. Grant, Jr. and CFO Duncan Gilmour on March 6, 2024.
inTEST Corporation has announced a delay in the issuance of its fourth quarter and full year 2023 financial results. The company stated it requires additional time to complete its year-end audit and review process.
🚩 Red Flags
- Delay in financial reporting often signals internal control weaknesses or unresolved audit issues.
- The timing of the delay (one day before the scheduled call) suggests an unexpected complication in the audit process.
- Potential risk of non-compliance with SEC filing deadlines which could lead to delisting notices if not resolved promptly.
📋 Key Facts
- Delay of Q4 and Full Year 2023 earnings release originally scheduled for March 1, 2024.
- The delay is due to the need for additional time to complete the year-end audit and review process.
- Preliminary financial results for the quarter ended December 31, 2023, were issued via press release on February 29, 2024.
inTEST Corporation announced a separation agreement with Scott Nolen following his departure from the company on January 9, 2024. The filing details the specific severance and incentive terms agreed upon as of February 5, 2024.
🚩 Red Flags
- Executive turnover (though mutually agreed, it represents a change in leadership).
📋 Key Facts
- Scott Nolen's employment ended effective immediately on January 9, 2024.
- The Company will pay Mr. Nolen an aggregate of $95,266.13 for severance, accrued PTO, and COBRA costs.
- Performance shares from a March 23, 2021, Restricted Stock Award Agreement will vest based on actual 2023 results.
- Mr. Nolen is eligible for the 2023 Short Term Incentive Bonus based on actual 2023 performance metrics.
inTEST Corporation announced the immediate departure of Scott Nolen from his role as Division President, Process Technologies, following a mutual agreement. Michael Goodrich has been appointed to succeed him in this position.
🚩 Red Flags
- Immediate departure of a division president can sometimes indicate internal friction or unexpected strategic shifts, though the 'mutual agreement' phrasing is standard corporate language.
📋 Key Facts
- Effective January 9, 2024, Scott Nolen is no longer with the Company.
- Departure was by mutual agreement between the Company and Mr. Nolen.
- Michael Goodrich has been appointed as the new Division President, Process Technologies.
- The appointment of Michael Goodrich was formally announced via press release on January 16, 2024.