Attached files

file filename
EX-99.2 - EXHIBIT 99.2 - INTEST CORPex99-2.htm
EX-99.1 - EXHIBIT 99.1 - INTEST CORPex99-1.htm
EX-23.1 - EXHIBIT 23.1 - INTEST CORPex23-1.htm
8-K/A - FORM 8-K/A - INTEST CORPintt20170807_8ka.htm

 

Exhibit 99.3

 

inTEST Corporation

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

 

On May 24, 2017, inTEST Corporation (“inTEST”) completed its acquisition of Ambrell Corporation (“Ambrell”). The acquisition was completed by acquiring all of the outstanding capital stock of Ambrell. The following unaudited pro forma condensed combined financial statements were prepared using the purchase method of accounting, with inTEST being the acquiring entity, and reflects estimates and assumptions deemed appropriate by inTEST management to give effect to the acquisition as if it had been completed effective as of January 1, 2016 with respect to the annual and interim unaudited pro forma condensed combined statements of operations, respectively, and as of March 31, 2017 with respect to the unaudited pro forma condensed combined balance sheet.

 

Because these unaudited pro forma condensed combined financial statements have been prepared based on preliminary estimates of fair values attributable to the acquisition, the actual amounts recorded for the acquisition may differ materially from the information presented in these unaudited pro forma condensed combined financial statements. The total purchase price has been allocated on a preliminary basis to assets acquired and liabilities assumed based on management’s preliminary estimates of fair value, with the excess purchase price over net tangible and identifiable intangible assets acquired being allocated to goodwill. Definitive allocations are expected be finalized in the third quarter of 2017. Accordingly, the purchase price allocation pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information and are subject to revision based on a final determination of fair value.

 

The unaudited pro forma condensed combined statements of operations do not reflect nonrecurring charges resulting from the acquisition transaction. The nonrecurring charges resulting from the acquisition transaction include investment advisory costs, legal costs and other costs incurred as a direct result of the transaction.

 

The unaudited pro forma condensed combined financial statements are not intended to represent or be indicative of the consolidated results of operations or financial position of that would have been reported had the acquisition and cash payment been completed as of the dates presented, and should not be taken as representative of inTEST’s future results of operations or financial position. This information should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial statements. The unaudited pro forma statements of operations do not reflect any operating efficiencies and cost savings that inTEST may achieve with respect to the combined companies.

 

The unaudited pro forma condensed combined financial statements should be read in conjunction with inTEST’s historical consolidated financial statements included in its annual report on Form 10-K and quarterly report on Form 10-Q. The unaudited pro forma condensed combined financial statements should also be read in conjunction with Ambrell’s financial statements and are included in Exhibits 99.1 and 99.2.

 

 
 

 

 

inTEST Corporation

Unaudited Pro Forma Condensed Combined Balance Sheet

As of March 31, 2017

(In thousands)

 

   

inTEST
Corp
Historical

   

Ambrell
Corp
Historical

   

Pro Forma
Adjustments

 

Notes

 

Pro Forma
Combined

 

ASSETS

                                 

Current assets:

                                 

Cash and cash equivalents

  $ 27,455     $ 1,804     $ (22,813

)

A

  $ 6,446  

Trade accounts receivable, net of allowance

    9,817       3,102       -         12,919  

Inventories

    3,921       1,924       -         5,845  

Prepaid expenses and other current assets

    374       233       -         607  

Total current assets

    41,567       7,063       (22,813

)

      25,817  

Net property and equipment

    934       649       -         1,583  

Goodwill

    1,706       2,655       13,494  

I

    17,855  

Intangible assets, net

    822       6,948       2,552  

B

    10,322  

Deferred taxes and other assets

    1,324       375       -         1,699  

Total assets

  $ 46,353     $ 17,690     $ (6,767

)

    $ 57,276  
                                   

LIABILITIES

                                 

Current liabilities:

                                 

Current portion of long-term debt

  $ -     $ 464     $ (464

)

A

  $ -  

Accounts payable

    1,833       1,103       -         2,936  

Current portion of contingent consideration liability

    -       -       1,051  

C

    1,051  

Accrued expenses and other current liabilities

    4,600       1,779       849  

D

    7,228  

Total current liabilities

    6,433       3,346       1,436         11,215  

Deferred tax liabilities

    -       2.354       3,385  

H

    5,739  

Contingent consideration liability, net of current portion

    -       -       1,251  

C

    1,251  

Long-term debt, net of current portion

    -       1,470       (1,470

)

A

    -  

Total liabilities

    6,433       7,170       4,602         18,205  

STOCKHOLDERS’ EQUITY

                                 

Common stock

    104       -       -         104  

Additional paid-in capital

    25,604       14,291       (14,291

)

E

    25,604  

Retained earnings (accumulated deficit)

    13,749       (3,789

)

    2,940  

E,D

    12,900  

Accumulated other comprehensive earnings

    667       18       (18

)

E

    667  

Treasury stock, at cost

    (240

)

    -       -         (204

)

Total stockholders’ equity

    39,920       10,520       (11,369

)

      39,071  

Total liabilities and stockholders’ equity

  $ 46,353     $ 17,690     $ (6,767

)

    $ 57,276  

 

The accompanying notes are an integral part of the unaudited pro forma condensed combined financial statements.

 

 
 

 

 

inTEST Corporation

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2016

(In thousands, except share and per share data)

 

   

inTEST
Corp
Historical

   

Ambrell
Corp
Historical

   


Pro Forma
Adjustments

 

Notes

 

Pro Forma
Combined

 
                                   

Net revenues

  $ 40,227     $ 20,183     $ -       $ 60,410  

Cost of revenues

    19,849       11,387       -         31,236  

Gross margin

    20,378       8,796       -         29,174  
                                   

Operating expenses:

                                 

Selling expense

    5,567       4,257       -         9,824  

Engineering and product development expense

    3,660       705       -         4,365  

General and administrative expense

    7,005       4,685       986  

B

    12,676  

Total operating expenses

    16,232       9,647       986         26,865  
                                   

Operating income (loss)

    4,146       (851

)

    (986

)

      2,309  

Other income (expense)

    61       (359

)

    71  

F

    (227

)

Earnings (loss) before income tax expense (benefit)

    4,207       (1,210

)

    (915

)

      2,082  

Income tax expense (benefit)

    1,549       (187

)

    11  

G

    1,373  
                                   

Net earnings (loss)

  $ 2,658     $ (1,023

)

  $ (926

)

    $ 709  
                                   

Net earnings per common share - basis

  $ 0.26                       $ 0.07  

Weighted average common shares outstanding - basis

    10,313,747                         10,313,747  
                                   

Net earnings per common share - diluted

  $ 0.26                       $ 0.07  

Weighted average common shares outstanding and common share equivalents outstanding -diluted

    10,332,920                         10,332,920  

 

The accompanying notes are an integral part of the unaudited pro forma condensed combined financial statements.

 

 
 

 

 

inTEST Corporation

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Three Months Ended March 31, 2017

(In thousands, except share and per share data)

 

   

inTEST
Corp
Historical

   

Ambrell
Corp
Historical

   


Pro Forma
Adjustments

 

Notes

 

Pro Forma
Combined

 
                                   

Net revenues

  $ 14,180     $ 4,612     $ -       $ 18,792  

Cost of revenues

    6,452       2,680       -         9,132  

Gross margin

    7,728       1,932       -         9,660  
                                   

Operating expenses:

                                 

Selling expense

    1,668       966       -         2,634  

Engineering and product development expense

    935       194       -         1,129  

General and administrative expense

    1,994       1,007       (3

)

B

    2,998  

Total operating expenses

    4,597       2,167       (3

)

      6,761  
                                   

Operating income (loss)

    3,131       (235

)

    3         2,899  

Other income (expense)

    41       (11

)

    17  

F

    47  

Earnings (loss) before income tax expense (benefit)

    3,172       (246

)

    20         2,946  

Income tax expense (benefit)

    1,094       (39

)

    3  

G

    1,058  
                                   

Net earnings (loss)

  $ 2,078     $ (207

)

  $ 17       $ 1,888  
                                   

Net earnings per common share - basis

  $ 0.20                       $ 0.18  

Weighted average common shares outstanding - basis

    10,264,565                         10,264,565  
                                   

Net earnings per common share - diluted

  $ 0.20                       $ 0.18  

Weighted average common shares outstanding and common share equivalents outstanding -diluted

    10,295,337                         10,295,337  

 

The accompanying notes are an integral part of the unaudited pro forma condensed combined financial statements.

 

 
 

 

 


NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

1. BASIS OF PRO FORMA PRESENTATION

 

The unaudited pro forma condensed combined financial statements are based on the historical financial statements of inTEST and Ambrell after giving effect to inTEST’s acquisition of Ambrell and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements. inTEST acquired all of the outstanding capital stock of Ambrell on May 24, 2017.

 

The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2017 has been derived from:

 

 

the unaudited historical consolidated statement of operations of inTEST for the three months ended March 31, 2017 

 

 

the unaudited historical consolidated statement of operations of Ambrell for the three months ended March 31, 2017 

 

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2016 has been derived from:

 

 

the audited historical consolidated statement of operations of inTEST for the year ended December 31, 2016

 

 

the audited historical consolidated statement of operations of Ambrell for the year ended December 31, 2016

 

The unaudited pro forma condensed combined balance sheet as of March 31, 2017 has been derived from:

 

 

the unaudited historical consolidated balance sheet of inTEST as of March 31, 2017 

 

 

the unaudited historical consolidated balance sheet of Ambrell as of March 31, 2017 

 

Because these unaudited pro forma condensed combined financial statements have been prepared based on preliminary estimates of fair values attributable to the acquisition, the actual amounts recorded for the acquisition may differ materially from the information presented in these unaudited pro forma condensed combined financial statements. The total purchase price has been allocated on a preliminary basis to assets acquired and liabilities assumed based on management’s preliminary estimates of fair value, with the excess purchase price over net tangible and identifiable intangible assets acquired being allocated to goodwill. Definitive allocations are expected be finalized in the third quarter of 2017. Accordingly, the purchase price allocation pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information and are subject to revision based on a final determination of fair value.

 

The unaudited pro forma condensed combined statements of operations do not reflect nonrecurring charges resulting from the acquisition transaction. The nonrecurring charges resulting from the acquisition transaction include investment advisory costs, legal costs and other costs incurred as a direct result of the transaction.

 

The unaudited pro forma condensed combined financial statements are not intended to represent or be indicative of the consolidated results of operations or financial position of inTEST that would have been reported had the acquisition and cash payment been completed as of the dates presented, and should not be taken as representative of the future results of operations or financial position of inTEST. This information should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial statements. The unaudited pro forma statements of operations do not reflect any operating efficiencies and cost savings that inTEST may achieve with respect to the combined companies.

 

The unaudited pro forma condensed combined financial statements should be read in conjunction with the historical consolidated financial statements and accompanying notes of inTEST and Ambrell included in the respective inTEST annual report on Form 10-K and the inTEST quarterly report on Form 10-Q and the attached Ambrell financial statements in Exhibits 99.1 and 99.2.


2. AMBRELL ACQUISITION

 

On May 24, 2017, we completed our acquisition of Ambrell. Ambrell is a manufacturer of precision induction heating systems. Ambrell's systems are used to conduct fast, efficient, repeatable non-contact heating of metals or other electrically conductive materials, in order to transform raw materials into finished parts. The Ambrell acquisition will complement our current thermal technologies and broaden our diverse customer base, allowing expansion within many non-ATE related markets, such as consumer product packaging, fiber-optics, automotive and other markets.

 

The purchase price for Ambrell was $22 million in cash paid at closing, subject to a customary post-closing working capital adjustment. Additional consideration in the form of earnouts may be paid based upon a multiple of adjusted EBITDA for 2017 and 2018, as further discussed below. The acquisition was completed by acquiring all of the outstanding capital stock of Ambrell. Total acquisition costs incurred to complete this transaction were $849,000. Acquisition costs were expensed as incurred and included in general and administrative expense.

 

 

 
 

 

 

The acquisition of Ambrell has been accounted for as a business combination using purchase accounting, and, accordingly, the results of Ambrell have been included in our consolidated results of operations from the date of acquisition. The allocation of the purchase price for Ambrell is not yet complete. As a result, the values reflected below are preliminary and we expect them to change. The preliminary allocation of the Ambrell purchase price was based on estimated fair values as of May 24, 2017. Adjustments to these estimates will be included in the final allocation of the purchase price for Ambrell. These adjustments could be material. We expect to finalize the purchase price allocation in the third quarter of 2017. 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 preliminary purchase price of $24.3 million was comprised of (in thousands):

 

Cash paid to acquire the capital stock of Ambrell

  $ 22,742  

Estimated fair value of contingent consideration liability

    2,302  

Estimated working capital adjustments

    (710 )
         

Total preliminary purchase price

  $ 24,334  

 

As noted above, the consideration paid for the acquisition of Ambrell includes contingent consideration based on the future adjusted EBITDA of Ambrell. Adjusted EBITDA is earnings (or loss) from operations before interest expense, benefit or provision for income taxes, depreciation and amortization, and excludes other non-recurring income and expense items as defined in Exhibit B of the stock purchase agreement for Ambrell. The first earnout, to be paid after calendar year 2017 is completed, will be an amount equal to 8x Ambrell's adjusted EBITDA for 2017 minus the $22 million paid at closing. The second earnout, to be paid after calendar year 2018 is completed, is an amount equal to 8x Ambrell's adjusted EBITDA for 2018 minus the sum of the $22 million paid at closing and any earnout paid with respect to 2017. The 2017 and 2018 earnouts, in the aggregate, are capped at $18 million. We based our initial valuation of the contingent consideration liability on the range of projected estimated EBITDA of $1.5 million to $3.2 million for 2017 and $1.8 million to $3.5 for 2018. This resulted in a range of payouts between $3.0 million and $5.7 million. We discounted the range of payouts by an estimated cost of capital of 18.5% and probability weighted the results to arrive at a fair value of $2.3 million, which was recorded as a contingent consideration liability as of the acquisition date.

The total preliminary purchase price of $24.3 million has been allocated as follows (in thousands):

 

Goodwill

  $ 16,820  

Identifiable intangible assets

    9,500  

Tangible assets acquired and liabilities assumed:

       

Cash

    70  

Trade accounts receivable

    3,621  

Inventories

    1,917  

Other current assets

    200  

Property and equipment

    614  

Accounts payable

    (1,420 )

Accrued expenses

    (1,280 )

Customer advances

    (554 )

Deferred tax liability

    (5,154 )
         

Total preliminary purchase price

  $ 24,334  

 

We estimated the fair value of identifiable intangible assets acquired using a combination of the income, cost and market approaches. As part of the preliminary valuation analysis, we identified intangible assets, including technology, trade names, customer relationships and backlog. The fair value of the identifiable intangible assets is determined primarily using the income approach, which requires a forecast of all expected future cash flows. Since all information required to perform a detailed valuation of Ambrell’s intangible assets could not be obtained as of the date of this filing, for purposes of these unaudited pro forma condensed combined financial statements, we used certain assumptions based on historical and industry data. The following table summarizes the estimated fair value of Ambrell’s identifiable intangible assets and their estimated useful lives and uses the straight-line method of amortization (in thousands):

 

   



Fair
Value

   

Weighted
Average
Estimated
Useful Life

 
           

(in years)

 

Customer relationships

  $ 6,500       6  

Patented technology

    1,500       10  

Customer backlog

    1,000       1  

Ambrell trade name

    500       4  
                 

Total intangible assets

  $ 9,500       6  

 

 

 
 

 

 

These preliminary estimates of fair value and estimated useful lives will likely differ from final amounts we will calculate after completing a detailed valuation analysis, and the difference could have a material effect on the accompanying unaudited pro forma condensed combined financial statements. A 10% change in the valuation of intangible assets would cause a corresponding increase or decrease in the balance of goodwill and annual amortization expense of approximately $158,000, assuming an overall weighted-average useful life of 6 years.

 

3. PRO FORMA ADJUSTMENTS

 

The following pro forma adjustments are included in the unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2017 and the year ended December 31, 2016 and the unaudited pro forma condensed combined balance sheet as of March 31, 2017:

 

 

A

The decrease in cash reflects the cash consideration given to Ambrell shareholders and the extinguishing Ambrell’s outstanding debt obligations that were not assumed:

 

Cash consideration at closing

  $ (20,879 )

Current portion of debt extinguished

    (464 )

Long term portion of debt extinguished

    (1,470 )

Pro forma adjustment

  $ (22,813 )

 

B

Reflects the adjustment of historical intangible assets acquired by inTEST to their estimated fair values and the related impact to amortization expense:

 

   

Estimated Fair Value

   

Year Ended
December 31, 2016
A
mortization
E
xpense

   

Three Months Ended
March 31, 2017
Amortization
E
xpense

 
                         

Customer relationships

  $ 6,500     $ 1,083     $ 271  

Patented technology

    1,500       150       38  

Customer backlog

    1,000       1,000       -  

Ambrell trade name

    500       125       31  
    $ 9,500     $ 2,358     $ 340  

Historical carrying values and amortization expense

    (6,948 )     (1,372 )     (343 )

Pro forma adjustments

  $ 2,552     $ 986     $ (3 )

 

C

Reflects the preliminary estimated fair value of contingent consideration liability.

 

D

Reflects the accrual for transaction costs incurred subsequent to March 31, 2017 and in connection with the acquisition of Ambrell.

 

E

Reflects the elimination of Ambrell’s historical equity.  

 

F

To remove historical interest expense recorded by Ambrell in connection with debt that was extinguished in connection with the acquisition.

 

 

 
 

 

 

G

Reflects the tax impact upon the elimination of historical interest expense:

 

   

Year Ended
December 31, 2016

   

Three Months
Ended
March 31, 2017

 
                 

Historical interest expense

    (71 )     (17 )

Tax rate

    15 %     16 %

Pro forma adjustments

  $ 11     $ 3  

 

H

Reflects the deferred tax liability recorded in connection with the acquired intangible assets:

 

Acquired intangible assets

  $ 9,500  

Tax rate

    36 %

Pro forma adjustments

  $ 3,385  

 

I

Establishes goodwill resulting from the excess of the purchase price over the estimated fair values of the net assets acquired:

 

Elimination of historical equity

  $ (10,520 )

Cash consideration at closing

    20,879  

Contingent consideration liability

    2,302  

Elimination of historical intangible assets

    6,948  

Acquisition of intangible assets

    (9,500 )

Deferred tax liability established in connection with acquired intangible assets

    3,385  

Pro forma adjustments

  $ 13,494