inTEST Corp Files 8-K: Acquisition, Equity Sales, Financial Restatement

TL;DR

inTEST Corp dropped an 8-K detailing asset deals, equity sales, and a financial restatement - big moves happening.

AI Summary

On March 6, 2024, inTEST Corporation entered into a Material Definitive Agreement related to the completion of an acquisition or disposition of assets. The company also disclosed unregistered sales of equity securities and a non-reliance on previously issued financial statements. Additionally, there were changes in directors or officers and compensatory arrangements.

Why It Matters

This filing indicates significant corporate actions including asset transactions and potential accounting adjustments, which could impact the company's financial health and investor confidence.

Risk Assessment

Risk Level: medium — The filing mentions non-reliance on previously issued financial statements, which suggests potential accounting issues or restatements that could carry significant risk.

Key Players & Entities

• inTEST Corporation (company) — Registrant
• Delaware (jurisdiction) — State of Incorporation

FAQ

Key Financial Figures

• $0.01 — h Registered Common Stock , par value $0.01 per share INTT NYSE American Indica
• $1.7 million — r, overstating revenue by approximately $1.7 million in the statement of operations and unde
• $700,000 — income was overstated by approximately $700,000 for the Restated Period. After giving e
• $0.24 — reported is expected to be reduced from $0.24 to $0.19. The Company expects to file r
• $0.19 — is expected to be reduced from $0.24 to $0.19. The Company expects to file restated f

Filing Documents

• intt20240311_8k.htm (8-K) — 47KB
• ex_637848.htm (EX-10.1) — 528KB
• ex_638061.htm (EX-10.2) — 59KB
• ex_638236.htm (EX-99.1) — 24KB
• ex_637849.htm (EX-99.2) — 7KB
• ex_638237.htm (EX-99.3) — 14KB
• logosmall.jpg (GRAPHIC) — 8KB
• slide1.jpg (GRAPHIC) — 85KB
• slide2.jpg (GRAPHIC) — 181KB
• slide3.jpg (GRAPHIC) — 127KB
• slide4.jpg (GRAPHIC) — 107KB
• slide5.jpg (GRAPHIC) — 103KB
• slide6.jpg (GRAPHIC) — 149KB
• slide7.jpg (GRAPHIC) — 124KB
• slide8.jpg (GRAPHIC) — 102KB
• slide9.jpg (GRAPHIC) — 129KB
• slide10.jpg (GRAPHIC) — 85KB
• 0001437749-24-007466.txt ( ) — 2596KB
• intt-20240306.xsd (EX-101.SCH) — 3KB
• intt-20240306_def.xml (EX-101.DEF) — 12KB
• intt-20240306_lab.xml (EX-101.LAB) — 15KB
• intt-20240306_pre.xml (EX-101.PRE) — 12KB
• intt20240311_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On March 12, 2024 inTEST Corporation (the "Company") entered into a stock purchase agreement (the "Purchase Agreement") by and among inTEST Italy, Inc., a wholly owned subsidiary of the Company ("Buyer"), Mauro Arigossi ("Arigossi"), and Elettra S.S., a company incorporated under the Laws of Italy ("Elettra", and together with Arigossi, each a "Seller" and collectively, the "Sellers"). In accordance with the Purchase Agreement the Sellers, being the sole legal and beneficial owners of all of the outstanding capital shares of Alfamation S.p.A., an Italian joint-stock company (the "Alfamation"), agreed to sell and the Buyer agreed to purchase all of the outstanding capital shares of Alfamation. Pursuant to the Purchase Agreement, the Buyer agreed to pay to the Sellers an aggregate base purchase price of approximately 20 million comprised of: (i) approximately 18 million in cash; and (ii) 187,432 shares of common stock of the Company, par value $0.01 (the "Shares"); and an additional approximately 542 thousand in cash for assets delivered at closing in excess of agreed upon thresholds (together with the base purchase price, the "Purchase Price"). The cash portion of the Purchase Price is subject to customary adjustments for net working capital, cash and indebtedness, as per the terms of the Purchase Agreement. An indemnification escrow of 2,064,220 was funded at the closing and is available to the Company to satisfy indemnification claims pursuant to the Purchase Agreement until 18 months from the closing date. The Purchase Agreement contains customary representations and warranties, and indemnification, non-competition, non-solicitation, and confidentiality provisions. In connection with the Purchase Agreement, Alfamation has entered into a lease agreement (the "Lease Agreement") by and between Alfamation and Elettra Real Estate S.r.l , a limited liability company incorporated under the Laws of Italy (the "Land

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. The information contained in Item 1.01 of this Report is incorporated herein by reference. The closing under the Purchase Agreement was completed on March 12, 2024.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Report is incorporated herein by reference. The Shares were issued pursuant to the exemption from registration provided by Section 4(a)(2) under the Securities Act.

02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. On March 8, 2024, the Board of Directors (the "Board") of the Company, after consultation with the Company's management and upon the recommendation of the Audit Committee of the Board, concluded that the Company's previously issued Quarterly Report on Form 10-Q, for the quarter ended September 30, 2024 (the "Restated Period"), filed with the Securities and Exchange Commission on November 9, 2023 (the "Form 10-Q"), should no longer be relied upon due to certain errors identified by the Company. The Board concluded that the financial statements for the Restated Period overstated revenue by failing to reflect the deferral of revenue related to the sale of discontinued material/components purchased on behalf of customers where the associated materials/components were still physically located with the Company and the materials/components are expected to be applied to future product orders for these customers. These transactions were all fully paid for and legal title has transferred to the customer. As a result of the errors the Company's previously issued financial statements for the Restated Period contained an error, overstating revenue by approximately $1.7 million in the statement of operations and understating deferred revenue in the balance sheet by the same amount. As a result, after deferring associated costs and tax effect net income was overstated by approximately $700,000 for the Restated Period. After giving effect to this change, earnings per diluted share for the third quarter 2023 as previously reported is expected to be reduced from $0.24 to $0.19. The Company expects to file restated financial statements for the Restated Period on Form 10-Q/A as soon as reasonably practical. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On March 12, 2024, the Company issued a press release regarding the entry into and closing under the Purchase Agreement and announcing a press conference to be held on Wednesday, March 13, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. At the press conference the Company intends to present the presentation furnished as Exhibit 99.2 to this Current Report on Form 8-K. Further, on March 12, 2024, the Company issued a press release regarding the restatement of financial results for the Restated Period. A copy of the press release is furnished as Exhibit 99.3 to this Current Report on Form 8-K. The information furnished under Item 7.01, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under such section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (a) Financial statements of businesses or funds acquired. As permitted by Item 9.01(a)(3) of Form 8-K, the financial statements required by this Item will be filed by amendment to this Report not later than 71 calendar days after the date on which this Report is required to be filed. (b) Pro forma financial information. As permitted by Item 9.01(a)(3) of Form 8-K, the financial statements required by this Item will be filed by amendment to this Report not later than 71 calendar days after the date on which this Report is required to be filed. (d) Exhibits. Exhibit No. Description 10.1* Stock Purchase Agreement, by and among inTEST Corporation, inTEST Italy, Inc., Mauro Arigossi, and Elettra S.S., dated as of March 12, 2024 10.2 Lease Agreement, by and between Alfamation S.p.A. and Elettra Real Estate S.r.l, dates as of March 12, 2024 99.1 Press release dated March 12, 2024 Regarding the Purchase Agreement 99.2 Slide Show Presentation 99.3 Press release dated March 12, 2024 Regarding the Restatement of Financial Results for the Restated Period 104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document * Certain schedules of this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally to the Securities and Exchange Commission or its staff a copy of the omitted schedules upon request. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. inTEST CORPORATION By: /s/ Duncan Gilmour Duncan Gilmour Chief Financial Officer, Treasurer and Secretary Date: March 12, 2024

View Full Filing

View this 8-K filing on SEC EDGAR