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Risk Factors and Forward-Looking Statements
In addition to historical information, this Quarterly Report on Form 10-Q for the period ended June 30, 2026 (this “Report”), including this management’s discussion and analysis (“MD&A”), contains statements that are considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These statements do not convey historical information, but relate to predicted or potential future events, such as statements of our plans, strategies and intentions, or our future performance or goals, projections of revenue, taxable earnings (loss), net earnings (loss), net earnings (loss) per share, capital expenditures and other financial items, that are based on management’s current expectations and estimates. Our forward-looking statements can often be identified by the use of forward-looking terminology such as “believe,” “continue,” “expect,” “may,” “could,” “will,” “plans,” “depending,” “seeking,” “anticipates,” “goal,” “objective,” “target,” “estimates,” “future,” “strategy,” “intended,” or variations of such words or similar terminology. Investors and prospective investors are cautioned that such forward-looking statements are only projections based on current expectations and estimates. These statements involve risks and uncertainties and are based upon various assumptions. Such risks and uncertainties include, but are not limited to:
•our ability to execute on our VISION 2030 Strategy;
•our ability to grow our presence in the Auto/Electric Vehicle (“EV”), Defense/Aerospace, Industrial, Life Sciences, Safety/Security and international markets;
•the possibility of future acquisitions or dispositions and the successful integration of any acquired operations;
•the success of our strategy to diversify our business by entering markets outside the semiconductor automated test equipment (“ATE”) market;
•indications of a change in the market cycles in the semiconductor (“Semi”) market, or other markets we serve;
•developments and trends in the Semi market, including changes in the demand for semiconductors;
•our ability to convert backlog to sales and to ship product in a timely manner;
•the loss of any one or more of our largest customers, or a reduction in orders by a major customer;
•the availability of materials used to manufacture our products;
•the impact of interruptions in our supply chain caused by external factors;
•the sufficiency of cash balances, lines of credit and net cash from operations;
•stock price fluctuations;
•the ability to borrow funds or raise capital to finance potential acquisitions or for working capital;
•changes in the rate of, and timing of, capital expenditures by our customers;
•effects of exchange rate fluctuations;
•progress of product development programs;
•the anticipated market for our products;
•our ability to effectively remediate the material weaknesses in our internal control over financial reporting that we have identified or our failure to develop and maintain a proper and effective system of disclosure controls and internal control over financial reporting;
•the availability of and retention of key personnel or our ability to hire personnel at anticipated costs;
•changes in U.S. and/or foreign trade policy and/or general economic conditions both domestically and globally; and
•other risk factors included in “Part II; Item 1A. Risk Factors” in this Report and in “Part I; Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”).
These risks and uncertainties, among others, could cause our actual future results to differ materially from those described in our forward-looking statements or from our prior results. Any forward-looking statement made by us in this Report is based only on information currently available to us and speaks to circumstances only as of the date on which it is made. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Report to conform these statements to actual results or to changes in our expectations, except as required by law.
In connection with the preparation of this Report’s financial statements, we identified errors in our previously issued financial statements. We evaluated the impact of the errors and concluded they were not material, individually or in the aggregate, to any previously issued interim or annual consolidated financial statements. We have reflected these corrections in the Consolidated Financial Statements for the three months ended March 31, 2026 included in this Report. The figures in this MD&A have been similarly revised, where applicable, to reflect the impact of such corrections. Refer to
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“Note (2) Summary of Significant Accounting Policies; (b) Revision of Previously Issued Interim Financial Statements,” and “Note (18) Revision of Previously Issued Interim Financial Statements,” for additional information.
Overview
This MD&A should be read in conjunction with our accompanying Consolidated Financial Statements. In addition, please refer to the discussion of our business and markets contained in “Part I; Item 1. Business,” of our 2025 Form 10-K.
We are a global supplier of innovative test and process technology solutions for use in manufacturing and testing across a wide range of markets including Semi, Auto/EV, Defense/Aerospace, Industrial, Life Sciences, Safety/Security and Other. We operate our business worldwide, sell our products both domestically and internationally and manufacture our products in the U.S., Canada, Italy and began limited manufacturing in Malaysia in the fourth quarter of 2025. Marketing and support activities are conducted worldwide from our facilities in the U.S., Canada, Italy, Germany, Singapore, Malaysia, and the U.K. We have three reportable segments which are also our reporting units: Electronic Test, (which includes our semiconductor test equipment, flying probe and in-circuit testers), Environmental Technologies (which includes our thermal test, process and storage products) and Process Technologies (which includes our induction heating and video imaging products).
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. These factors include, for example, the amount of engineering time required to develop the product, the market or customer to which we sell the product and the level of competing products available from other suppliers. The needs of our customers ultimately determine the products that we sell in a given time period. Therefore, the mix of products sold in a given period can change significantly when compared against the prior period. As a result, our consolidated gross margin may be significantly impacted by a change in the mix of products sold in a particular period.
Markets
As discussed further in “Part I; Item 1. Business; Markets” of our 2025 Form 10-K, we are focused on specific target markets which include Auto/EV, Defense/Aerospace, Industrial, Life Sciences, Safety/Security as well as both the front-end and back-end of the semiconductor manufacturing industry. The Semi market, which includes both the broader semiconductor market, as well as the more specialized 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 market patterns and is subject to periods of significant expansion or contraction in demand. 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.
The portion of our business that is derived from the Semi market is substantially dependent upon the demand for ATE by semiconductor manufacturers and companies that specialize in the testing of integrated circuits (“ICs”) and, for our induction heating products, the demand for wafer production equipment. Demand for ATE or wafer production equipment is primarily driven by semiconductor manufacturers that are opening new, or expanding existing, semiconductor fabrication facilities or upgrading equipment, which in turn is dependent upon the current and anticipated market demand for ICs and products incorporating ICs. Such market demand can be the result of market expansion, development of new technologies or redesigned products to incorporate new features, or the replacement of aging equipment.
The Semi market is highly cyclical with recurring periods of oversupply, which often severely impact the Semi market's demand for the products we manufacture and sell into the market. This cyclicality can cause wide fluctuations in both our orders and revenue and, depending on our ability to react quickly to these shifts in demand, can significantly impact our results of operations. Market cycles are difficult to predict and, because they are generally characterized by sequential periods of growth or declines in orders and revenue during each cycle, year-over-year comparisons of operating results may not always be as meaningful as comparisons of periods at similar points in either up or down cycles. These periods of heightened or reduced demand can shift depending on various factors impacting both our customers and the markets that they serve. In addition, during both downward and upward cycles in the Semi market, in any given quarter, the trend in both our orders and revenue can be erratic. This can occur, for example, when orders are canceled or currently
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scheduled delivery dates are accelerated or postponed by a significant customer or when customer forecasts and general business conditions fluctuate during a quarter.
While a significant portion of our orders and revenue are derived from the Semi market, and our operating results generally follow the overall trend in the Semi market, in any given period we may experience anomalies that cause the trend in our revenue from the Semi market to deviate from the overall trend in the market. We believe that these anomalies may be driven by a variety of factors within the Semi market, including, for example, changing product requirements, longer periods between new product offerings by OEMs and changes in customer buying patterns. In addition, in recent periods, we have seen instances when demand within the Semi market is not consistent for each of our operating segments or for any given product within a particular operating segment. This inconsistency in demand can be driven by a number of factors but, in most cases, we have found that the primary reason is unique customer-specific changes in demand for certain products driven by the needs of their customers or markets served. Recently this has become more pronounced for our sales into the wafer production sector within the broader semiconductor market due to the limited market penetration we have into this sector and the variability of orders we have experienced from the few customers we support. These shifts in market practices and customer-specific needs have had, and may continue to have, varying levels of impact on our operating results and are difficult to quantify or predict from period to period. Management has taken, and will continue to take, such actions it deems appropriate to adjust our strategies, products and operations to counter such shifts in market practices as they become evident.
As discussed further in “Part I; Item 1. Business; Strategy” of our 2025 Form 10-K, although the Semi market remains our largest market, as part of our strategy to grow our business, we are focused on several other key target markets where we believe our products address test and process requirements and where we believe there is significant potential for growth. These key target markets include the Auto/EV, Defense/Aerospace, Industrial, Life Sciences and Safety/Security markets. We believe that these markets are usually less cyclical than the Semi market. While market share statistics exist for some of these markets, due to the nature of our highly specialized product offerings in these markets, we do not expect broad market penetration in many of these markets and, therefore, do not anticipate developing meaningful market shares in most of these markets.
In addition, because of our limited market share, our orders and revenue in any given period in these markets do not necessarily reflect the overall trends in these markets. Consequently, we are continuing to evaluate buying patterns and opportunities for growth in these, and other, markets that may affect our performance. The level of our orders and revenue in all of the markets we serve has varied in the past, and we expect will vary significantly in the future, as we work to build our presence in our current markets and establish new markets for our products.
Known Trends
Debt Covenants
As noted in “Part I; Item 1; Financial Statements; Notes to Consolidated Financial Statements; Note (9) Debt,” our Loan Agreement with M&T Bank (“M&T”) contains financial covenants, including a fixed charge coverage ratio of not less than 1.25 to 1.0. The fixed charge coverage ratio is calculated over the trailing twelve months, so the net loss reported in the first, second and third quarters impacts our ability to meet this covenant in future periods notwithstanding our strong cash position. On August 5, 2025, we executed the Sixth Amendment to the Loan Agreement, which formally waives the fixed charge coverage ratio financial covenant for periods ending June 30, 2025 through and including March 31, 2026. On May 4, 2026, we executed the Seventh Amendment to the Loan Agreement, effective as of April 30, 2026, to extend our ability to draw on the Term Note through August 28, 2026.
The waiver has expired and at June 30, 2026 we had total debt of $1.8 million with M&T and were in compliance with all covenants included in the Loan Agreement.
Tariffs
We continue to monitor recent macroeconomic factors, including but not limited to changes in global trade policy, tariffs and related reciprocal or retaliatory trade actions announced by the U.S., China and other countries. The degree to which changes in global trade policy, tariffs and other related actions will impact our business, financial condition and results of operations depends on future developments, which are uncertain. Changes in global trade policies, tariffs and other related actions may negatively impact demand, pricing and cost for our products and technologies, contribute to the
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inherent uncertainties in estimating future customer demand and increase our material costs, any of which could negatively impacting our results of operations and cash flows.
Global Supply Chain Constraints
In early October 2023, Hamas attacked Israel and Israel formally declared war in response to the attack. Although a cease-fire was declared in October 2025, hostilities continue. On February 28, 2026, the U.S. and Israel launched a coordinated military operation against Iran, and Iran has responded with attacks affecting certain Persian Gulf states as well as Israel. It is unclear when these continuing conflicts will end and these conflicts are likely to cause regional instability that could materially adversely affect global trade, regional economies and the global economy, which could materially adversely affect our financial condition and results of operations. Ambrell® has a sole source supplier of capacitors used in certain of our induction heating products that is located in Israel. This supplier is the sole source supplier of capacitors for numerous induction companies, and currently there are no viable alternatives available. We have been in frequent contact with our supplier since the conflicts with Hamas and in Iran began and have been advised that their operations are currently uninterrupted. We maintain a two-to-three month safety stock on these items. As of June 30, 2026, our supplier has indicated that they have large stock available at more than one facility in Israel, so they believe they have redundancies in place that will help ensure that the supply chain to their customers is uninterrupted. We continue to monitor the situation closely and are staying in close contact with our supplier. However, there can be no assurance that the situation will not worsen which could impact our ability to ship certain of our induction heating products which could have a material impact on our future results of operations.
Acculogic Inc. (“Acculogic”) has historically purchased certain parts from a key sole-source supplier in Belarus, which is bordered by Russia to the east and northeast and Ukraine to the south. As a result of the ongoing war between Russia and Ukraine, in August 2024, the United States, Canada and the European Union added additional sanctions on Belarus, which included adding this supplier to a list of prohibited entities. We have not received materials from this supplier since the issuance of Executive Order 14038. During the first half of 2025, the majority of our remaining supply of these materials was depleted.
We qualified a new supplier for these materials in early 2025 and have a supply of these materials on hand to support new production. Our first system incorporating these new materials shipped to one of our customers at the end of the second quarter 2025.
Additionally, we have applied to the U.S. Department of Treasury’s Office of Foreign Asset Control (“OFAC”) and Global Affairs Canada for permission to purchase materials from the Belarus supplier to support repairs and warranty claims for the existing units already in service with our customers. In December 2025, we received a license from OFAC allowing us to purchase a specified dollar amount of these parts from this supplier through June 30, 2026. Late in the first quarter of 2026, we determined that our license needed to be amended to include a director of this supplier who was also listed individually as a prohibited party by the U.S. government. We have requested this amendment as well as an extension of the license to allow purchases through the end of 2027. There can be no assurance that these amendments will be approved by OFAC or what the timing of any such approval would be. In June 2026, we received a permit from Global Affairs Canada. This permit is currently valid until June 15, 2028. However, because of the OFAC license expiration on June 30, 2026, we are still not able to enter into transactions with the Belarusian supplier until such time as the OFAC license is amended and extended.
A significant portion of the additional purchases from the Belarus supplier are intended to support spare parts used for repairs and warranty claims for the existing units already in service with our customers. Those specific parts from the new supplier are not compatible with those existing units. There can be no assurance that we will be granted the amended and extended license by OFAC in a timely manner or at all, or that if granted a license by OFAC that such supplier in Belarus will be willing or able to provide these parts on reasonable commercial terms or at all.
In addition, while the supply chain and logistics challenges that we encountered throughout 2022 have eased, uncertainty in the global trade environment remains. As a result, we expect that we may continue to experience increased prices, lack of availability and logistics delays from time to time for the foreseeable future. This occurred in the three months ended June 30, 2026, where we had certain material components perform differently than previous units, forcing us to diagnose, re-engineer and rebuild our systems to meet customer specifications, and in another case, a shipment of components arrived 45 days late resulting in a shift of our product delivery date. The actions we have taken and are continuing to take to mitigate these risks include qualifying new vendors as alternate sources in our supply chain, increasing our inventory of
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raw materials and ordering further in advance of when we expect to need materials than has been our practice in the past. We have also increased the prices that we charge our customers, where appropriate, and continue to work with our customers to find alternate options for the shipment of products where they control aspects of the logistics process. However, the environment in which we operate is dynamic and shifts rapidly at times, and the success of our efforts to mitigate and address the impacts on our business may not be successful. As a result, we could see increases in our costs or reduced revenues which would impact the level of our earnings in future periods.
Please refer to “Part I; Item 1A. Risk Factors” of our 2025 Form 10-K for further discussion of the risks associated with our business operations, including risks associated with foreign operations.
Critical Accounting Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to inventories, long-lived assets, goodwill, identifiable intangibles, contingent consideration liabilities and deferred income tax valuation allowances. We base our estimates on historical experience and on appropriate and customary assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Some of these accounting estimates and assumptions are particularly sensitive because of their significance to our Consolidated Financial Statements and because of the possibility that future events affecting them may differ markedly from what had been assumed when the financial statements were prepared.
During the three months ended March 31, 2026, we granted performance-based restricted stock awards and performance-based stock options, both of which contain market conditions. These awards with market conditions have not been traditionally awarded by the Company and their grant date fair values were determined using a Monte Carlo simulation model. These Monte Carlo simulation models use estimates for expected volatility, risk-free rate of return, expected term and expected dividend yield and also incorporates the probability of achieving the market conditions. Unlike our other awards, compensation costs for awards with market conditions are recognized regardless of whether the market conditions are satisfied, provided that the requisite service is rendered.
As of June 30, 2026, except for the estimates considered for our awards with market conditions, there have been no significant changes to the accounting estimates that we have deemed critical. Our critical accounting estimates are more fully described in “Part I; Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations; Critical Accounting Estimates” in our 2025 Form 10-K.
Results of Operations
The results of operations for our three operating segments are generally affected by the same factors described in the “Overview” section above. The discussion and analysis that follows, therefore, is presented on a consolidated basis and includes discussion of factors unique to a particular operating segment where significant to an understanding of that segment.
Three Months Ended June 30, 2026, Compared to Three Months Ended June 30, 2025
Revenue
Three Months Ended
June 30, Change
(in thousands except percentages) 2026 2025 $ %
Electronic Test $ 21,404 $ 13,733 $ 7,671 55.9 %
Environmental Technologies 5,819 7,215 (1,396) (19.3) %
Process Technologies 8,090 7,182 908 12.6 %
Total revenue $ 35,313 $ 28,130 $ 7,183 25.5 %
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The following table sets forth, for the periods indicated, a breakdown of revenue by market:
Revenue Three Months Ended
Change Change
(in thousands except percentages) June 30, 2026 June 30, 2025 $ % March 31, 2026 $ %
Semi $ 9,058 25.7 % $ 10,192 36.2 % $ (1,134) (11.1) % $ 10,507 31.0 % $ (1,449) (13.8) %
Auto/EV 13,440 38.1 % 5,862 20.8 % 7,578 129.3 % 7,487 22.1 % 5,953 79.5 %
Defense/Aerospace 3,765 10.7 % 3,578 12.7 % 187 5.2 % 5,822 17.2 % (2,057) (35.3) %
Industrial 4,356 12.3 % 3,786 13.5 % 570 15.1 % 3,242 9.6 % 1,114 34.4 %
Life Sciences 2,002 5.7 % 1,386 4.9 % 616 44.4 % 3,572 10.5 % (1,570) (44.0) %
Safety/Security 770 2.2 % 898 3.2 % (128) (14.3) % 1,112 3.3 % (342) (30.8) %
Other 1,922 5.4 % 2,428 8.6 % (506) (20.8) % 2,144 6.3 % (222) (10.4) %
$ 35,313 100.0 % $ 28,130 100.0 % $ 7,183 25.5 % $ 33,886 100.0 % $ 1,427 4.2 %
* Percentages may not add up due to rounding
Compared with the prior-year period, revenue for the second quarter increased due primarily to growth in Auto/EV, as the electronics content of modern vehicles continues to increase, and likewise the testing of those components offset partially by the decreases primarily in Semi. Sequentially, revenue increased compared to the trailing first quarter, due primarily to increases in Auto/EV and Industrial, offset partially by sequential decreases primarily in Defense/Aerospace, Life Sciences and Semi.
Orders and Backlog
We use orders and backlog as key performance metrics to analyze and measure our financial performance and results of operations. We define orders as purchase orders that we have accepted from our customers. Orders are recorded based on the date received and accepted by us. We believe tracking orders is useful in planning for future production needs and staffing levels and we use information about the level of our orders to make decisions about resource allocation, including appropriate levels of inventory purchases and the balance of inventory we carry at any given time. Another important operational measure used is backlog. Backlog is a common measurement used in industries with extended lead times for order fulfillment, like those in which we operate. Backlog at any given date represents the amount of net revenue that we expect to realize for unfilled orders received as of that date. We believe backlog is useful and use this information for similar reasons to those detailed above for orders. The majority of our backlog at any given time is expected to be fulfilled within the next twelve months. Depending on the terms of the purchase orders we have accepted, customers may have the ability to cancel an order or accelerate or postpone currently scheduled delivery dates. In some cases, we may have the ability to charge a cancellation fee if a purchase order we have accepted is later cancelled by a customer. Given that both orders and backlog are operational measures and our methodology for calculating orders and backlog do not meet the definition of a non-GAAP measure, as that term is defined by the SEC, a quantitative reconciliation for each is not required or provided.
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The following table sets forth, for the periods indicated, a breakdown of the orders received by market:
Orders Three Months Ended
Change Change
(in thousands except percentages) June 30, 2026 June 30, 2025 $ % March 31, 2026 $ %
Semi $ 11,955 41.4 % $ 7,292 26.3 % $ 4,663 63.9 % $ 7,677 24.2 % $ 4,278 55.7 %
Auto/EV 3,549 12.3 % 7,066 25.5 % (3,517) (49.8 %) 10,744 33.8 % (7,195) (67.0 %)
Defense/Aerospace 4,237 14.7 % 2,499 9.0 % 1,738 69.5 % 5,918 18.6 % (1,681) (28.4 %)
Industrial 4,630 16.0 % 4,680 16.9 % (50) (1.1 %) 4,123 13.0 % 507 12.3 %
Life Sciences 1,512 5.2 % 2,863 10.3 % (1,351) (47.2 %) 1,587 5.0 % (75) (4.7 %)
Safety/Security 333 1.2 % 1,173 4.2 % (840) (71.6 %) 260 0.8 % 73 28.1 %
Other 2,655 9.2 % 2,186 7.9 % 469 21.5 % 1,476 4.6 % 1,179 79.9 %
$ 28,871 100.0 % $ 27,759 100.0 % $ 1,112 4.0 % $ 31,785 100.0 % $ (2,914) (9.2 %)
* Percentages may not add up due to rounding
Compared with the prior-year period, orders for the second quarter increased primarily in Semi and Defense/Aerospace partially offset by declines primarily in Auto/EV and Life Sciences. Sequentially, orders decreased primarily in Auto/EV and Defense/Aerospace, partially offset primarily by increases in Semi and Other.
At June 30, 2026, our backlog of unfilled orders for all products was $45.4 million compared to $37.9 million at June 30, 2025, and $53.9 million at December 31, 2025. Our backlog includes customer orders that we have accepted, substantially all of which we expect to deliver in the next twelve months. While backlog is calculated on the basis of firm purchase orders, a customer may cancel an order or accelerate or postpone currently scheduled delivery dates. Our backlog may be affected by the tendency of customers to rely on short lead times available from suppliers, including us, in periods of depressed demand. In periods of increased demand, there is a tendency towards longer lead times that has the effect of increasing backlog. As a result, our backlog at a particular date is not necessarily indicative of sales for any future period.
Gross Margin
Three Months Ended
June 30, Change
(in thousands except percentages) 2026 2025 $ %
Gross profit $ 14,298 $ 11,973 $ 2,325 19.4 %
Gross margin 40.5 % 42.6 %
Gross margin decreased 210 basis points in the three months ended June 30, 2026, compared to the same prior year period due to changes in product mix.
Selling Expense
Three Months Ended
June 30, Change
(in thousands except percentages) 2026 2025 $ %
Selling expense $ 4,497 $ 3,829 $ 668 17.4 %
Percentage of revenue 12.7 % 13.6 %
Selling expense for the three months ended June 30, 2026, increased compared to the prior year period due to increased commissions and payroll related merit increases.
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Engineering and Product Development Expense
Three Months Ended
June 30, Change
(in thousands except percentages) 2026 2025 $ %
Engineering and product development expense $ 2,501 $ 2,245 $ 256 11.4 %
Percentage of revenue 7.1 % 8.0 %
Engineering and product development expense for the three months ended June 30, 2026, increased compared to the prior year period due primarily to increases in outside service costs and payroll related merit increases.
General and Administrative Expense
Three Months Ended
June 30, Change
(in thousands except percentages) 2026 2025 $ %
General and administrative expense $ 6,208 $ 5,760 $ 448 7.8 %
Percentage of revenue 17.6 % 20.5 %
General and administrative expense for the three months ended June 30, 2026, increased compared to the prior year period due primarily to increases in payroll related merit increases and increased stock based compensation costs as a result of the June 17, 2026 equity modification for awards granted to independent directors in March 2026, offset partially by a decrease resulting from the change in fair value of the contingent consideration.
Amortization of Acquired Intangible Assets
Three Months Ended
June 30, Change
(in thousands except percentages) 2026 2025 $ %
Amortization of acquired intangible assets $ 699 $ 850 $ (151) (17.8) %
Percentage of revenue 2.0 % 3.0 %
Amortization of acquired intangible assets for the three months ended June 30, 2026, decreased compared to the prior year period due to the declining pattern of benefit for the assets and the May 2026 completion of amortization of intangible assets from the Ambrell® acquisition, offset partially by the impact of changes in foreign exchange rates.
Restructuring Costs
Three Months Ended
June 30, Change
(in thousands except percentages) 2026 2025 $ %
Restructuring costs $ 30 $ 216 $ (186) (86.1)%
Percentage of revenue 0.1 % 0.8 %
Restructuring costs for the three months ended June 30, 2026, are the residual facility related costs from the Videology Consolidation of the Netherlands operations into our US operations in Mansfield, MA. The restructuring costs for the three months ended June 30, 2025 represent severance and retention accruals along with the payroll-related costs recognized for the Videology Consolidation as well as costs related to the leadership transition in our Environmental Technologies division. See “Part I; Item 1. Financial Statements; Notes to Consolidated Financial Statements; Note (15) Restructuring” for further details.
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Income Tax Benefit
Three Months Ended
June 30, Change
(in thousands except percentages) 2026 2025 $ %
Income tax benefit $ (225) $ (80) $ (145) 181.3 %
Effective tax rate (90.4) % 13.7 %
On a quarterly basis, we record income tax expense or (benefit) based on the expected annualized effective tax rate for the various taxing jurisdictions in which we operate our businesses. Due to the unusually large number of stock option exercises during the three months ended June 30, 2026, we recognized a discrete tax benefit in the period related to difference between the book and tax expense on those exercises, resulting in a net tax benefit for the quarter and year to date periods. There were no other unusual tax adjustments recorded in either period.
Six Months Ended June 30, 2026, Compared to Six Months Ended June 30, 2025
Revenue
Six Months Ended
June 30, Change
(in thousands except percentages) 2026 2025 $ %
Electronic Test $ 38,745 $ 26,992 $ 11,753 43.5 %
Environmental Technologies 14,170 13,483 687 5.1 %
Process Technologies 16,284 14,292 1,992 13.9 %
Total revenue $ 69,199 $ 54,767 $ 14,432 26.4 %
The following table sets forth, for the periods indicated, a breakdown of revenue by market:
Revenue Six Months Ended
Change
(in thousands except percentages) June 30, 2026 June 30, 2025 $ %
Semi $ 19,565 28.3 % $ 19,187 35.0 % $ 378 2.0 %
Auto/EV 20,927 30.2 % 11,821 21.6 % 9,106 77.0 %
Defense/Aerospace 9,587 13.9 % 6,406 11.7 % 3,181 49.7 %
Industrial 7,598 11.0 % 6,807 12.4 % 791 11.6 %
Life Sciences 5,574 8.1 % 3,074 5.6 % 2,500 81.3 %
Safety/Security 1,882 2.7 % 1,462 2.7 % 420 28.7 %
Other 4,066 5.9 % 6,010 11.0 % (1,944) (32.3) %
$ 69,199 100.0 % $ 54,767 100.0 % $ 14,432 26.4 %
* Percentages may not add up due to rounding
Compared with the prior-year period, revenue for the six months ended June 30, 2026 increased due primarily to growth in Auto/EV, Defense/Aerospace and Life Sciences, partially offset by a decrease in Other.
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Orders
The following table sets forth, for the periods indicated, a breakdown of the orders received by market:
Orders Six Months Ended
Change
(in thousands except percentages) June 30, 2026 June 30, 2025 $ %
Semi $ 19,632 32.4 % $ 16,932 31.9 % $ 2,700 15.9 %
Auto/EV 14,293 23.6 % 12,127 22.8 % 2,166 17.9 %
Defense/Aerospace 10,155 16.7 % 4,582 8.6 % 5,573 121.6 %
Industrial 8,753 14.4 % 9,231 17.4 % (478) (5.2 %)
Life Sciences 3,099 5.1 % 4,095 7.7 % (996) (24.3 %)
Safety/Security 593 1.0 % 1,848 3.5 % (1,255) (67.9 %)
Other 4,131 6.8 % 4,293 8.1 % (162) (3.8 %)
$ 60,656 100.0 % $ 53,108 100.0 % $ 7,548 14.2 %
Compared with the prior-year period, orders for the six months ended June 30, 2026 increased primarily in Defense/Aerospace, Semi and Auto/EV and partially offset primarily by the decline in Safety/Security.
Gross Margin
Six Months Ended
June 30, Change
(in thousands except percentages) 2026 2025 $ %
Gross profit $ 28,956 $ 23,029 $ 5,927 25.7 %
Gross margin 41.8 % 42.0 %
Gross margin decreased 20 basis points in the six months ended June 30, 2026, compared to the same prior year period due to unfavorable product mix.
Selling Expense
Six Months Ended
June 30, Change
(in thousands except percentages) 2026 2025 $ %
Selling expense $ 8,717 $ 8,376 $ 341 4.1 %
Percentage of revenue 12.6 % 15.3 %
Selling expense for the six months ended June 30, 2026, increased compared to the prior year period due primarily to increases in commissions and payroll related merit increases offset partially by a decline in warranty expense.
Engineering and Product Development Expense
Six Months Ended
June 30, Change
(in thousands except percentages) 2026 2025 $ %
Engineering and product development expense $ 5,089 $ 4,693 $ 396 8.4 %
Percentage of revenue 7.4 % 8.6 %
Engineering and product development expense for the six months ended June 30, 2026, increased compared to the prior year period due primarily to an increase in payroll related merit increases and outside services.
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General and Administrative Expense
Six Months Ended
June 30, Change
(in thousands except percentages) 2026 2025 $ %
General and administrative expense $ 12,332 $ 11,576 $ 756 6.5 %
Percentage of revenue 17.8 % 21.1 %
General and administrative expense for the six months ended June 30, 2026, increased compared to the prior year period due primarily to increases in payroll related merit increases, officer bonuses and increased stock based compensation costs as a result of the June 17, 2026 equity modification for awards granted to independent directors in March 2026, offset partially by a decrease resulting from the change in fair value of the contingent consideration and decreases in legal and other professional service fees.
Amortization of Acquired Intangible Assets
Six Months Ended
June 30, Change
(in thousands except percentages) 2026 2025 $ %
Amortization of acquired intangible assets $ 1,477 $ 1,663 $ (186) (11.2) %
Percentage of revenue 2.1 % 3.0 %
Amortization of acquired intangible assets for the six months ended June 30, 2026, decreased compared to the prior year period due to the declining pattern of benefit for the assets and the May 2026 completion of amortization of intangible assets from the Ambrell® acquisition, offset partially by the impact of changes in foreign exchange rates.
Restructuring Costs
Six Months Ended
June 30, Change
(in thousands except percentages) 2026 2025 $ %
Restructuring costs $ 774 $ 529 $ 245 46.3%
Percentage of revenue 1.1 % 1.0 %
Restructuring costs for the six months ended June 30, 2026, are primarily the costs associated with our March 31, 2026 CEO transition. The costs for the six months ended June 30, 2025 represent severance and retention accruals along with the payroll-related costs recognized for the Videology Consolidation as well as costs related to the leadership transition in our Environmental Technologies division. See “Part I; Item 1. Financial Statements; Notes to Consolidated Financial Statements; Note (15) Restructuring” for further details.
Income Tax Benefit
Six Months Ended
June 30, Change
(in thousands except percentages) 2026 2025 $ %
Income tax benefit $ (181) $ (540) $ 359 (66.5) %
Effective tax rate (38.0) % 16.0 %
On a quarterly basis, we record income tax expense or (benefit) based on the expected annualized effective tax rate for the various taxing jurisdictions in which we operate our businesses. Due to the unusually large number of stock option exercises during the six months ended June 30, 2026, we recognized a discrete tax benefit in the three month period
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ended June 30, 2026 related to difference between the book and tax expense on those exercises, resulting in a net tax benefit for the quarter and year to date periods. There were no other unusual tax adjustments recorded in either period.
Liquidity and Capital Resources
As discussed more fully in the “Overview” section above, our business and results of operations are substantially dependent upon the demand for ATE and wafer production equipment by semiconductor manufacturers and companies that specialize in the testing of ICs. The cyclical and volatile nature of demand for this equipment makes estimates of future revenues, results of operations and net cash flows difficult.
Our primary historical source of liquidity and capital resources has been cash flow generated by our operations. In 2021, we also utilized our Credit Facility, which is discussed below, to fund our acquisitions. We manage our businesses to maximize operating cash flows as our primary source of liquidity for our short-term cash requirements, as discussed below. We use cash to fund growth in our operating assets, for new product research and development, for acquisitions and for stock repurchases. We currently anticipate that any additional long-term cash requirements related to our strategy would be funded through a combination of our cash and cash equivalents, our Credit Facility or by issuing equity.
Credit Facility
As discussed in “Note (9) Debt” to our Consolidated Financial Statements in this Report, on October 15, 2021, we entered into an Amended and Restated Loan and Security Agreement with M&T which, was subsequently amended on October 28, 2021, December 30, 2021, September 20, 2022, May 2, 2024, December 18, 2024 and August 5, 2025 (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 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. On May 4, 2026, we amended the Credit Facility, effective as of April 30, 2026, to extend our ability to draw on the Term Note through August 28, 2026.
At June 30, 2026, we have not borrowed any amounts under the $10.0 million Revolving Facility. Our borrowings under the Term Note are discussed below and our available drawing capacity under the Term Note at June 30, 2026, was $30.0 million. 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 or a bank-defined base rate plus an applicable margin, depending on leverage. 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.
On August 5, 2025, we executed the Sixth Amendment to the Loan Agreement, which formally waives the fixed charge coverage ratio financial covenant for periods ending June 30, 2025 through and including March 31, 2026. During the period of this waiver we were required to request consent from M&T if we wish to utilize our Revolving Facility and we formally pledged a portion of our cash holdings equal to our total outstanding debt with M&T.
On May 4, 2026, we executed the Seventh Amendment to the Loan Agreement, effective as of April 30, 2026, to extend our ability to draw on the Term Note through August 28, 2026.
The waiver has expired and at June 30, 2026, we were in compliance with all covenants included in the Loan Agreement.
On October 28, 2021, we drew $12 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 June 30, 2026, it was 5.8% based on current leverage.
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Alfamation™ Debt
We assumed debt with the acquisition of Alfamation™ which totaled $11.3 million as of the acquisition date. The debt acquired is comprised of both fixed and variable rate bank issued term loans as well as 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.
At June 30, 2026, Alfamation™’s debt was $4.5 million, including $2.5 million that is backed by Alfamation™’s accounts receivable. The reduction since the acquisition date represents repayments of short-term instruments and principal payments on long-term debt, net of new borrowings that are backed by Alfamation™’s accounts receivable. The short-term variable financing rate at June 30, 2026, was 3.5%. At June 30, 2026, the weighted average interest rate payable on the bank issued term loans was 0.6% for fixed rate debt and 4.2% for variable rate debt and the overall weighted average interest rate for the bank issued term loans was 3.5%.
Total interest expense for the six months ended June 30, 2026 and 2025, related to our various debt arrangements was $0.1 million and $0.3 million, respectively.
Liquidity
Our cash, cash equivalents, restricted cash and working capital were as follows:
(in thousands) June 30, 2026 December 31, 2025
Cash and cash equivalents $ 22,102 $ 14,216
Restricted cash — 3,842
Working capital $ 47,768 $ 42,883
As of June 30, 2026, $10.3 million, or 47%, of our cash and cash equivalents was held by our foreign subsidiaries. We currently expect our cash and cash equivalents, in combination with the borrowing capacity available under our Revolving Facility and the anticipated net cash to be provided by our operations in the next twelve months to be sufficient to support our short-term working capital requirements and other corporate requirements. Our Revolving Facility is discussed in “Note (9) Debt” to our Consolidated Financial Statements in this Report.
Our material short-term cash requirements include payments due under our various lease agreements, recurring payroll and benefits obligations to our employees, purchase commitments for materials that we use in the products we sell and principal and interest payments on our debt. We estimate that our short-term working capital requirements currently range between $8.0 million and $10.0 million. We expect our current cash and cash equivalents, in combination with the borrowing capacity available under our Revolving Facility and the anticipated net cash to be provided by our operations to be sufficient to support these additional investments as well as our current short-term cash requirements. As discussed above in “Credit Facility” and in “Note (9) Debt”, on August 5, 2025 we formally pledged a portion of our cash holdings equal to our total outstanding debt with M&T. The waiver has expired and at June 30, 2026, we were in compliance with all covenants included in the Loan Agreement. On May 4, 2026, we amended the Credit Facility, effective as of April 30, 2026, to extend our ability to draw on the Term Note through August 28, 2026.
Our current strategy for growth includes pursuing acquisition opportunities for complementary businesses, technologies or products. As previously discussed, we currently anticipate that any additional long-term cash requirements related to our strategy would be funded through a combination of our cash and cash equivalents, the remaining availability under the Term Note or by issuing equity. The borrowing availability under the Term Note is discussed in further detail in “Note (9) Debt” to our Consolidated Financial Statements in this Report.
Cash Flows
Operating Activities: Net cash provided by operating activities for the six months ended June 30, 2026, was $3.0 million, a decrease of $1.8 million compared to the prior year period. The decrease was driven primarily by the changes in accounts receivable, driven by increased revenue outpacing the rate of collections period-over-period, along with the
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change in accounts payable, offset partially by the increase in net earnings and the change in inventory from the comparative period.
Investing Activities: Net cash used in investing activities for the six months ended June 30, 2026, was $1.0 million, an increased usage of $0.4 million compared to the prior year period due to increased capital expenditures.
Financing Activities: Net cash provided by financing activities for the six months ended June 30, 2026, was $2.3 million, whereas we reported a cash usage in financing activities of $5.6 million for the prior year period. During the six months ended June 30, 2026, we reported short term borrowings, net of repayments, of $0.9 million, which is related to the short-term variable financing used at Alfamation™. We did not have any stock repurchases under the March 5, 2025 renewal of the previously expired share repurchase plan in either the current year or prior year periods. As a result of our stock price increase between January 1, 2026 and June 30, 2026, we saw an increase in stock option exercise activity, which resulted in an increased cash inflow of $3.4 million compared to the prior year period.
New or Recently Adopted Accounting Standards
See “Part I; Item 1. Financial Statements; Notes to Consolidated Financial Statements; Note (2) Summary of Significant Accounting Policies and (u) Effect of Recently Issued Amendments to Authoritative Accounting Guidance Not Yet Adopted” for information concerning the implementation and impact of new or recently adopted accounting standards.
Off-Balance Sheet Arrangements
There were no off-balance sheet arrangements during the three months ended June 30, 2026, that have or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our interests.