Form 10-Q - 6/30/16

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________

FORM 10-Q
_____________

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2016 or

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to ___________________

Commission File Number 1-36117

inTEST Corporation
(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or other jurisdiction of incorporation or organization)

22-2370659
(I.R.S. Employer Identification Number)

804 East Gate Drive, Suite 200
Mt. Laurel, New Jersey 08054

(Address of principal executive offices, including zip code)

(856) 505-8800
(Registrant's Telephone Number, including Area Code)
_________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES  X      NO ____

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES  X      NO ____

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ___

Accelerated filer  ___

Non-accelerated filer   ___ (Do not check if a smaller reporting company)

Smaller reporting company  X   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES ___    NO  X   

Number of shares of Common Stock, $.01 par value, outstanding as of the close of business on July 31, 2016:

10,389,521

____________________________

 

inTEST CORPORATION

INDEX

 

 

PART I.

FINANCIAL INFORMATION

 

 

Page

Item 1.

Financial Statements

 

 

 

 

 

Consolidated Balance Sheets as of June 30, 2016 (Unaudited) and December 31, 2015

1

 

Unaudited Consolidated Statements of Operations for the three months and six months ended June 30,
   2016 and 2015


2

 

Unaudited Consolidated Statements of Comprehensive Earnings for the three months and six months
   ended June 30, 2016 and 2015


3

 

Unaudited Consolidated Statement of Stockholders' Equity for the six months ended
   June 30, 2016

3

 

Unaudited Consolidated Statements of Cash Flows for the six months ended
   June 30, 2016 and 2015

4

 

Notes to Consolidated Financial Statements

5 - 15

 

 

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

16 - 23

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

23

 

 

 

Item 4.

Controls and Procedures

23

 

 

 

PART II.

OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

23

 

 

 

Item 1A.

Risk Factors

24

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

24

 

 

 

Item 3.

Defaults Upon Senior Securities

24

 

 

 

Item 4.

Mine Safety Disclosures

24

 

 

 

Item 5.

Other Information

24

 

 

 

Item 6.

Exhibits

24

 

 

Signatures

25

 

 

Index to Exhibits

25

 

 

 

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

inTEST CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)

                                                                     June 30,   Dec. 31,
                                                                       2016       2015  
                                                                     --------   --------
ASSETS:                                                            (Unaudited)
Current assets:
  Cash and cash equivalents                                          $25,003    $25,710
  Trade accounts receivable, net of allowance for doubtful
    accounts of $146 and $146, respectively                            6,741      4,395
  Inventories                                                          3,314      3,520
  Prepaid expenses and other current assets                              296        639
     Total current assets                                             35,354     34,264
Property and equipment:
  Machinery and equipment                                              4,337      4,377
  Leasehold improvements                                                 603        603
     Gross property and equipment                                      4,940      4,980
  Less: accumulated depreciation                                      (3,963)    (3,868)
     Net property and equipment                                          977      1,112
Deferred tax assets                                                    1,143      1,245
Goodwill                                                               1,706      1,706
Intangible assets, net                                                   988      1,104
Restricted certificates of deposit                                       225        350
Other assets                                                             214        203
     Total assets                                                    $40,607    $39,984
                                                                     =======    =======

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                   $ 1,474    $   909
  Accrued wages and benefits                                           1,426      1,466
  Accrued rent                                                           578        657
  Accrued professional fees                                              494        363
  Accrued sales commissions                                              390        297
  Other current liabilities                                              304        367
     Total current liabilities                                         4,666      4,059

Commitments and contingencies

Stockholders' equity:
  Preferred stock, $0.01 par value; 5,000,000 shares authorized; 
     no shares issued or outstanding                                       -          -
  Common stock, $0.01 par value; 20,000,000 shares authorized;
     10,422,598 and 10,549,423 shares issued, respectively               104        105
  Additional paid-in capital                                          25,695     26,286
  Retained earnings                                                    9,580      9,013
  Accumulated other comprehensive earnings                               766        725
  Treasury stock, at cost; 33,077 and 33,077 shares, respectively       (204)      (204)
     Total stockholders' equity                                       35,941     35,925
     Total liabilities and stockholders' equity                      $40,607    $39,984
                                                                     =======    =======

See accompanying Notes to Consolidated Financial Statements.

- 1 -

 

inTEST CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
(Unaudited)



                                               Three Months Ended     Six Months Ended
                                                    June 30,              June 30,
                                               ------------------    ------------------
                                                 2016       2015       2016       2015
                                               -------    -------    -------    -------

Net revenues                                   $10,485    $11,559    $19,132    $21,747
Cost of revenues                                 5,156      5,713      9,736     10,983
                                               -------    -------    -------    -------
      Gross margin                               5,329      5,846      9,396     10,764
                                               -------    -------    -------    -------

Operating expenses:
   Selling expense                               1,471      1,592      2,806      3,079
   Engineering and product development
     expense                                       982      1,047      1,973      1,989
   General and administrative expense            2,145      1,569      3,790      3,376
                                               -------    -------    -------    -------
      Total operating expenses                   4,598      4,208      8,569      8,444
                                               -------    -------    -------    -------

Operating income                                   731      1,638        827      2,320
Other income                                        18         21         46         10
                                               -------    -------    -------    -------

Earnings before income tax expense                 749      1,659        873      2,330
Income tax expense                                 263        579        306        812
                                               -------    -------    -------    -------
      Net earnings                             $   486    $ 1,080    $   567    $ 1,518
                                               =======    =======    =======    =======

Net earnings per common share - basic            $0.05      $0.10      $0.05      $0.15

Weighted average common shares
 outstanding - basic                        10,295,836 10,471,888 10,342,919 10,468,651

Net earnings per common share - diluted          $0.05      $0.10      $0.05      $0.14

Weighted average common shares and common
 share equivalents outstanding - diluted    10,310,692 10,494,457 10,357,468 10,489,020

 

 

 

 

See accompanying Notes to Consolidated Financial Statements.

- 2 -

 

inTEST CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(In thousands)
(Unaudited)



                                          Three Months Ended   Six Months Ended
                                                June 30,            June 30,
                                          ------------------   -----------------
                                            2016      2015      2016      2015
                                           -------   -------   -------   -------

Net earnings                               $   486   $ 1,080   $   567   $ 1,518

Foreign currency translation adjustments       (67)      104        41      (225)
                                           -------   -------   -------   -------

Comprehensive earnings                     $   419   $ 1,184   $   608   $ 1,293
                                           =======   =======   =======   =======


See accompanying Notes to Consolidated Financial Statements.

 

 

inTEST CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(In thousands, except share data)
(Unaudited)


                                                                    Accumulated
                                Common Stock   Additional             Other                  Total
                             -----------------  Paid-In   Retained Comprehensive Treasury Stockholders'
                              Shares    Amount  Capital   Earnings   Earnings     Stock      Equity
                             ---------- ------ ---------- -------- ------------- -------- -------------

Balance, January 1, 2016     10,549,423  $ 105   $26,286   $9,013      $  725      $(204)    $35,925

Net earnings                          -      -         -      567           -          -         567

Other comprehensive income            -      -         -        -          41          -          41

Amortization of deferred
  compensation related to
  stock-based awards                  -      -       178        -           -          -         178

Issuance of unvested shares
  of restricted stock            63,900      1        (1)       -           -          -           -

Repurchase and retirement
  of common stock              (190,725)    (2)     (768)       -           -          -        (770)
                             ----------  -----   -------   ------      ------      -----     -------

Balance, June 30, 2016       10,422,598  $ 104   $25,695   $9,580      $  766      $(204)    $35,941
                             ==========  =====   =======   ======      ======      =====     =======


See accompanying Notes to Consolidated Financial Statements.

- 3 -

 

 

inTEST CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)
(Unaudited)  



                                                                                  Six Months Ended
                                                                                       June 30,
                                                                                 ------------------
                                                                                   2016       2015
                                                                                 -------    -------
CASH FLOWS FROM OPERATING ACTIVITIES 
Net earnings                                                                     $   567    $ 1,518
Adjustments to reconcile net earnings to net cash provided by 
 operating activities:
  Depreciation and amortization                                                      304        395
  Provision for excess and obsolete inventory                                        118        110
  Foreign exchange (gain) loss                                                       (10)        13
  Amortization of deferred compensation related to stock-based awards                178         61
  Loss on sale of property and equipment                                               3         13
  Proceeds from sale of demonstration equipment, net of gain                         115        146
  Deferred income tax expense                                                        102        171
  Changes in assets and liabilities:
    Trade accounts receivable                                                     (2,332)    (2,390)
    Inventories                                                                       90       (377)
    Prepaid expenses and other current assets                                        343        195
    Restricted certificates of deposit                                               125          -
    Other assets                                                                      (7)        (7)
    Accounts payable                                                                 565        480
    Accrued wages and benefits                                                       (46)        22
    Accrued rent                                                                     (79)       (23)
    Accrued professional fees                                                        131          4
    Accrued sales commissions                                                         93         92
    Other current liabilities                                                        (65)       430
                                                                                 -------    -------
Net cash provided by operating activities                                            195        853
                                                                                 -------    -------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment                                                  (164)      (385)
                                                                                 -------    -------
Net cash used in investing activities                                               (164)      (416)
                                                                                 -------    -------

CASH FLOWS FROM FINANCING ACTIVITIES
Repurchase of common stock                                                          (770)         -
                                                                                 -------    -------
Net cash used in financing activities                                               (770)         -
                                                                                 -------    -------

Effects of exchange rates on cash                                                     32       (128)
                                                                                 -------    -------

Net cash provided by (used in) all activities                                       (707)       340
Cash and cash equivalents at beginning of period                                  25,710     23,126
                                                                                 -------    -------
Cash and cash equivalents at end of period                                       $25,003    $23,466
                                                                                 =======    =======

Cash payments for:
  Domestic and foreign income taxes                                              $    11    $   419


See accompanying Notes to Consolidated Financial Statements.

 

- 4 -

 

 

inTEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)
(In thousands, except share and per share data)


(1)  NATURE OF OPERATIONS

We are an independent designer, manufacturer and marketer of thermal, mechanical and electrical products that are primarily used by semiconductor manufacturers in conjunction with automatic test equipment ("ATE") in the testing of integrated circuits ("ICs" or "semiconductors"). We also market our thermal products in markets outside the ATE market, such as the automotive, consumer electronics, defense/aerospace, energy, industrial and telecommunications markets.

The consolidated entity is comprised of inTEST Corporation (parent) and our wholly-owned subsidiaries. We have three reportable segments which are also our reporting units: Thermal Products, Mechanical Products and Electrical Products. We manufacture our products in the U.S. Marketing and support activities are conducted worldwide from our facilities in the U.S., Germany and Singapore.

The semiconductor market in which we operate is characterized by rapid technological change, competitive pricing pressures and cyclical as well as seasonal market patterns. This market is subject to significant economic downturns at various times. Our financial results are affected by a wide variety of factors, including, but not limited to, general economic conditions worldwide and in the markets in which we operate, economic conditions specific to the semiconductor market and the other markets we serve, our ability to safeguard patented technology and intellectual property in a rapidly evolving market, downward pricing pressures from customers, and our reliance on a relatively few number of customers for a significant portion of our sales. In addition, we are exposed to the risk of obsolescence of our inventory depending on the mix of future business and technological changes within the markets that we serve. In January 2016, we implemented a workforce reduction, as discussed further in Note 3, which is a key element in restructuring our Mechanical Products segment with the goal of returning this segment to profitability. These efforts could cause us to incur substantial costs and may not be successful. We also continue to implement an acquisition strategy that may cause us to incur substantial expense in reviewing and evaluating potential transactions. We may or may not be successful in locating suitable businesses to acquire. In addition, if we are able to complete an acquisition, we may not be able to successfully integrate the acquired business with our existing business and we may not be able to operate the acquired business profitably. As a result of these or other factors, we may experience significant period-to-period fluctuations in future operating results.


(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Use of Estimates

The accompanying consolidated financial statements include our accounts and those of our wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated upon consolidation. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Certain of our accounts, including inventories, long-lived assets, goodwill, identifiable intangibles and deferred tax assets and liabilities are particularly impacted by estimates.

In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position, results of operations, and changes in cash flows for the interim periods presented. Certain footnote information has been condensed or omitted from these consolidated financial statements. Therefore, these consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission on March 29, 2016 (the "2015 Form 10-K").

Reclassification

Certain prior period amounts have been reclassified to be comparable with the current period's presentation.

- 5 -

 

 

inTEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)
(In thousands, except share and per share data)


(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Inventories

Inventories are valued at cost on a first-in, first-out basis, not in excess of market value. Cash flows from the sale of inventories are recorded in operating cash flows. On a quarterly basis, we review our inventories and record excess and obsolete inventory charges based upon our established objective excess and obsolete inventory criteria. These criteria identify material that has not been used in a work order during the prior twelve months and the quantity of material on hand that is greater than the average annual usage of that material over the prior three years. In certain cases, additional excess and obsolete inventory charges are recorded based upon current market conditions, anticipated product life cycles, new product introductions and expected future use of the inventory. The excess and obsolete inventory charges we record establish a new cost basis for the related inventories. We incurred excess and obsolete inventory charges of $118 and $110 for the six months ended June 30, 2016 and 2015, respectively.

Goodwill, Intangible and Long-Lived Assets

We account for goodwill and intangible assets in accordance with Accounting Standards Codification ("ASC") 350 (Intangibles- Goodwill and Other). Finite-lived intangible assets are amortized over their estimated useful economic life and are carried at cost less accumulated amortization. Goodwill is assessed for impairment at least annually in the fourth quarter, on a reporting unit basis, or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. As a part of the goodwill impairment assessment, we have the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If we determine this is the case, we are required to perform a two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized. The two-step test is discussed below. If we determine that it is more-likely-than-not that the fair value of the reporting unit is greater than its carrying amounts, the two-step goodwill impairment test is not required.

If we determine it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount as a result of our qualitative assessment, we will perform a quantitative two-step goodwill impairment test. In the Step I test, the fair value of a reporting unit is computed and compared with its book value. If the book value of a reporting unit exceeds its fair value, a Step II test is performed in which the implied fair value of goodwill is compared with the carrying amount of goodwill. If the carrying amount of goodwill exceeds the implied fair value, an impairment loss is recorded in an amount equal to that excess. The two-step goodwill impairment assessment is based upon a combination of the income approach, which estimates the fair value of our reporting units based upon a discounted cash flow approach, and the market approach which estimates the fair value of our reporting units based upon comparable market multiples. This fair value is then reconciled to our market capitalization at year end with an appropriate control premium. The determination of the fair value of our reporting units requires management to make significant estimates and assumptions including the selection of appropriate peer group companies, control premiums, discount rate, terminal growth rates, forecasts of revenue and expense growth rates, changes in working capital, depreciation, amortization and capital expenditures. Changes in assumptions concerning future financial results or other underlying assumptions could have a significant impact on either the fair value of the reporting unit or the amount of the goodwill impairment charge.

Indefinite-lived intangible assets are assessed for impairment at least annually in the fourth quarter, or more frequently if events or changes in circumstances indicate that the asset might be impaired. As a part of the impairment assessment, we have the option to perform a qualitative assessment to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. If, as a result of our qualitative assessment, we determine that it is more-likely-than-not that the fair value of the indefinite-lived intangible asset is less than its carrying amount, the quantitative impairment test is required. Otherwise, no further testing is required. The quantitative impairment test consists of a comparison of the fair value of the intangible asset with its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.

- 6 -

 

inTEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)
(In thousands, except share and per share data)


(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Long-lived assets, which consist of finite-lived intangible assets and property and equipment, are assessed for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the estimated undiscounted cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value. The cash flow estimates used to determine the impairment, if any, contain management's best estimates using appropriate assumptions and projections at that time.

Stock-Based Compensation

We account for stock-based compensation in accordance with ASC Topic 718 (Compensation - Stock Compensation) which requires that employee share-based equity awards be accounted for under the fair value method and requires the use of an option pricing model for estimating fair value of stock options granted, which is then amortized to expense over the service periods. See further disclosures related to our stock-based compensation plan in Note 8.

Subsequent Events

We have made an assessment of our operations and determined that there were no material subsequent events requiring adjustment to, or disclosure in, our consolidated financial statements for the six months ended June 30, 2016.

Revenue Recognition

We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable, and collection of the related receivable is reasonably assured. Sales of our products are made through our sales employees, third-party sales representatives and distributors. There are no differences in revenue recognition policies based on the sales channel. We do not provide our customers with rights of return or exchanges. Revenue is generally recognized upon product shipment. Our customers' purchase orders do not typically contain any customer-specific acceptance criteria, other than that the product performs within the agreed upon specifications. We test all products manufactured as part of our quality assurance process to determine that they comply with specifications prior to shipment to a customer. To the extent that any customer purchase order contains customer-specific acceptance criteria, revenue recognition is deferred until customer acceptance.

In addition, in our Thermal Products segment, we lease certain of our equipment to customers under non-cancellable operating leases. These leases generally have an initial term of six months. We recognize revenue for these leases on a straight-line basis over the term of the lease.

With respect to sales tax collected from customers and remitted to governmental authorities, we use a net presentation in our consolidated statement of operations. As a result, there are no amounts included in either our net revenues or cost of revenues related to sales tax.

Product Warranties

We generally provide product warranties and record estimated warranty expense at the time of sale based upon historical claims experience. Warranty expense is included in selling expense in the consolidated financial statements.

Income Taxes

The asset and liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for operating loss and tax credit carryforwards and for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if it is more likely than not that such assets will not be realized.

- 7 -

inTEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)
(In thousands, except share and per share data)


(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Net Earnings Per Common Share

Net earnings per common share - basic is computed by dividing net earnings by the weighted average number of common shares outstanding during each period. Net earnings per common share - diluted is computed by dividing net earnings by the weighted average number of common shares and common share equivalents outstanding during each period. Common share equivalents represent unvested shares of restricted stock and stock options and are calculated using the treasury stock method. Common share equivalents are excluded from the calculation if their effect is anti-dilutive.

The table below sets forth, for the periods indicated, a reconciliation of weighted average common shares outstanding - basic to weighted average common shares and common share equivalents outstanding - diluted and the average number of potentially dilutive securities that were excluded from the calculation of diluted earnings per share because their effect was anti-dilutive:

 

Three Months Ended
        June 30,         

Six Months Ended
       June 30,        

 

2016

2015

2016

2015

Weighted average common shares outstanding - basic

10,295,836

10,471,888

10,342,919

10,468,651

Potentially dilutive securities:

 

 

 

 

     Unvested shares of restricted stock and stock options

      14,856

      22,569

      14,549

      20,369

Weighted average common shares and common share
  equivalents outstanding - diluted


10,310,692


10,494,457


10,357,468


10,489,020

 

 

 

 

 

Average number of potentially dilutive securities excluded
   from calculation


19,800


-


17,516


-

Effect of Recently Adopted Amendments to Authoritative Accounting Guidance

In November 2015, the Financial Accounting Standards Board ("FASB") issued amendments to update the current guidance on the balance sheet classification of deferred taxes which is presented in ASC Topic 740 (Income Taxes). The purpose of the amendments is to simplify the presentation of deferred tax assets. This guidance requires deferred tax assets and liabilities, along with related valuation allowances, to be classified as noncurrent on the balance sheet. As a result, each tax jurisdiction will now only have one net noncurrent deferred tax asset or liability. The new guidance does not change the existing requirement that prohibits offsetting deferred tax liabilities from one jurisdiction against deferred tax assets of another jurisdiction. The amendments are effective for us as of January 1, 2017. Early application is permitted. We elected early application of this guidance effective January 1, 2016. The implementation of these amendments did not have a material impact on our consolidated financial statements. Prior period amounts have been reclassified to be consistent with the current period presentation.

In September 2015, the FASB issued amendments to update the current guidance on accounting for measurement period adjustments in a business combination which is presented in ASC Topic 805 (Business Combinations). This guidance requires an entity to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined; record, in the same period's financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date; and present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The amendments were effective for us as of January 1, 2016. The implementation of these amendments did not have any impact on our consolidated financial statements.

 

- 8 -

 

inTEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)
(In thousands, except share and per share data)


(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Effect of Recently Issued Amendments to Authoritative Accounting Guidance

In March 2016, the FASB issued amendments to the current guidance on accounting for stock-based compensation issued to employees which is contained in ASC Topic 718 (Compensation-Stock Compensation). The new guidance simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The amendments are effective for us as of January 1, 2017. Early adoption is permitted. We do not expect the implementation of these amendments to have a material impact on our consolidated financial statements.

In February 2016, the FASB issued amendments to the current guidance on accounting for lease transactions which is presented in ASC Topic 842 (Leases). The intent of the updated guidance is to increase transparency and comparability among organizations by requiring lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by leases and to disclose key information about leasing arrangements. Under the new guidance, a lessee will be required to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The amendments are effective for us as of January 1, 2019. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. We are currently evaluating the impact of the implementation of these amendments on our consolidated financial statements.

In January 2016, the FASB issued amendments to the current guidance on the recognition and measurement of financial assets and financial liabilities which is presented in ASC Topic 825 (Financial Instruments). The intent of the updated guidance is to enhance the reporting model for financial instruments to provide users of financial statements with improved decision-making information. The updated guidance includes amendments to address aspects of recognition, measurement, presentation and disclosure. Changes included in the amendments are the requirement to measure equity investments at fair value, except those accounted for under the equity method of accounting or those that result in the consolidation of an investee, with changes in fair value recognized in net income; the requirement for a qualitative assessment to identify impairment of equity investments without readily determinable fair values; and the requirement for separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or in the accompanying notes to the financial statements. The amendments are effective for us as of January 1, 2018. Early application is permitted. We do not expect the implementation of these amendments to have a material impact on our consolidated financial statements.

In July 2015, the FASB issued amendments to update the current guidance on the subsequent measurement of inventory, which is presented in ASC Topic 330 (Inventory). The purpose of the amendments is to simplify the subsequent measurement of inventory and reduce the number of potential outcomes. It applies to all inventory other than inventory measured using last-in, first-out or the retail inventory method. Current guidance requires an entity to measure inventory at the lower of cost or market. Market could be replacement cost, net realizable value, or net realizable value less a normal profit margin. The updated guidance amends this to require that an entity measure inventory within the scope of the updated guidance at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The amendments are effective for us as of January 1, 2017. We do not expect the implementation of these amendments to have a material impact on our consolidated financial statements.

In May 2014, the FASB issued new guidance on the recognition of revenue from contracts with customers. Subsequent to May, 2014, the FASB has issued additional clarifying guidance on certain aspects of this new guidance. This guidance is presented in ASC Topic 606 (Revenue from Contracts with Customers). This new guidance will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. Companies can use either the retrospective or cumulative effect transition method. In August 2015, the FASB deferred the effective date of this new guidance for one additional year. As a result, this new guidance is effective for us on January 1, 2018. Early application is only permitted as of the prior effective date, which in our case would be as of January 1, 2017. We have not yet selected a transition method and we are still evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

- 9 -

 

inTEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)
(In thousands, except share and per share data)

(3)  RESTRUCTURING CHARGES

In recent years, our Mechanical Products segment has experienced significant operating losses. We have undertaken actions at various times over the last few years to address these losses. On January 4, 2016, we implemented a workforce reduction which resulted in our recording a restructuring charge of $99 in the first quarter of 2016. This entire amount was paid out in the first quarter of 2016.

(4)  GOODWILL AND INTANGIBLE ASSETS

Goodwill and intangible assets on our balance sheets are the result of our acquisitions of Sigma Systems Corp. ("Sigma") in October 2008 and Thermonics, Inc. ("Thermonics"), a division of Test Enterprises, Inc. in January 2012.

Goodwill

All of our goodwill is allocated to our Thermal Products segment. There was no change in the amount of the carrying value of goodwill for the six months ended June 30, 2016.

Intangible Assets

The following tables provide further detail about our intangible assets as of June 30, 2016 and December 31, 2015:

 

        June 30, 2016         

 

Gross
Carrying
Amount


Accumulated Amortization

Net
Carrying
Amount

Finite-lived intangible assets:

 

 

 

   Customer relationships

$1,480

$1,248   

$   232

   Patented technology

590

405   

185

   Software

270

209   

61

   Trade name

     140

     140   

          -

Total finite-lived intangible assets

  2,480

  2,002   

     478

Indefinite-lived intangible assets:

 

 

 

   Sigma trademark

     510

          -   

     510

Total intangible assets

$2,990

$2,002   

$   988

 

     December 31, 2015     

 

Gross Carrying Amount


Accumulated Amortization

Net
Carrying Amount

Finite-lived intangible assets:

 

 

 

   Customer relationships

$1,480

$1,116   

$   314

   Patented technology

590

386   

204

   Software

270

196   

74

   Trade name

     140

     138   

          2

Total finite-lived intangible assets

  2,480

 1,886   

     594

Indefinite-lived intangible assets:

 

 

 

   Sigma trademark

     510

          -   

     510

Total intangible assets

$2,990

$1,886   

$1,104

We generally amortize our finite-lived intangible assets over their estimated useful lives on a straight-line basis, unless an alternate amortization method can be reliably determined. Any such alternate amortization method would be based on the pattern in which the economic benefits of the intangible asset are expected to be consumed. None of our intangible assets have any residual value.

- 10 -

inTEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)
(In thousands, except share and per share data)


(4)  GOODWILL AND INTANGIBLE ASSETS (Continued)

Total amortization expense for the six months ended June 30, 2016 and 2015 was $116 and $145, respectively. The following table sets forth the estimated annual amortization expense for our finite-lived intangible assets for each of the next five years:

2016 (remainder)

$113

2017

$212

2018

$  65

2019

$  39

2020

$  30

(5)  MAJOR CUSTOMERS

During the six months ended June 30, 2016 and 2015, Hakuto Co., Ltd., one of our distributors, accounted for 15% and 12% of our consolidated net revenues, respectively. These revenues were generated by our Thermal Products segment. During the six months ended June 30, 2016, Texas Instruments Incorporated accounted for 11% of our consolidated net revenues. While all three of our operating segments sold products to this customer, these revenues were primarily generated by our Mechanical Products and our Electrical Products segments. No other customers accounted for 10% or more of our consolidated net revenues during the six months ended June 30, 2016 and 2015.


(6)  INVENTORIES

Inventories held at June 30, 2016 and December 31, 2015 were comprised of the following:

 

June 30,
   2016   

Dec. 31,
   2015   

Raw materials

$2,360  

$2,535  

Work in process

422  

295  

Inventory consigned to others

98  

119  

Finished goods

     434  

     571  

 

 

 

Total inventories

$3,314  

$3,520  

(7)  DEBT

Letters of Credit

We have issued letters of credit as the security deposits for certain of our domestic leases. These letters of credit are secured by pledged certificates of deposit which are classified as Restricted Certificates of Deposit on our balance sheets. The terms of our leases require us to renew these letters of credit at least 30 days prior to their expiration dates for successive terms of not less than one year until lease expiration. Our outstanding letters of credit at June 30, 2016 and December 31, 2015 consisted of the following:

 

 


L/C


Lease

Letters of Credit
  Amount Outstanding  

 

Original L/C
Issue Date

Expiration
    Date    

Expiration
    Date    

June 30,
   2016   

Dec. 31,
   2015   

Mt. Laurel, NJ

3/29/2010    

3/31/2017    

4/30/2021    

$125    

$250    

Mansfield, MA

10/27/2010    

11/08/2016    

8/23/2021    

  100    

  100    

 

 

 

 

$225    

$350    

- 11 -


inTEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)
(In thousands, except share and per share data)


(8)   STOCK-BASED COMPENSATION

As of June 30, 2016, we have unvested restricted stock awards and stock options granted under employee stock-based compensation plans that are described more fully in Note 12 to the consolidated financial statements in our 2015 Form 10-K.

As of June 30, 2016, total unrecognized compensation expense related to unvested restricted stock awards and stock options was $317. The weighted average period over which this expense is expected to be recognized is 2.5 years. The following table shows the allocation of the compensation expense we recorded during the three and six months ended June 30, 2016 and 2015, respectively, related to stock-based compensation:

 

Three Months Ended
      June 30,       

Six Months Ended
     June 30,      

 

2016

2015

2016

2015

Cost of revenues

$  2   

$  2   

$  5   

$  5   

Selling expense

2   

2   

3   

3   

Engineering and product development expense

3   

3   

5   

5   

General and administrative expense

  132   

    24   

  165   

    48   

 

$139   

$  31   

$178   

$  61   

There was no compensation expense capitalized in the six months ended June 30, 2016 or 2015.

Restricted Stock Awards

We record compensation expense for restricted stock awards based on the quoted market price of our stock at the grant date and amortize the expense over the vesting period. Restricted stock awards generally vest over four years. However, during January 2016, we granted 22,500 shares of restricted stock to three of our independent directors which vested 100% upon the re-election of these directors at our annual meeting which took place on June 29, 2016. The total compensation expense related to these shares was $98, and it was all recorded upon the re-election of these directors.

The following table summarizes the activity related to unvested shares of restricted stock for the six months ended June 30, 2016:

 


Number
of Shares

Weighted
Average
Grant Date
Fair Value

Unvested shares outstanding, January 1, 2016

63,750 

$3.64    

   Granted

63,900 

4.37    

   Vested

(35,625)

3.92    

   Forfeited

            - 

-    

Unvested shares outstanding, June 30, 2016

  92,025 

4.04    

The total fair value of the shares that vested during the six months ended June 30, 2016 and 2015 was $138 and $59, respectively, as of the vesting dates of these shares.

Stock Options

We record compensation expense for stock options based on the fair market value of the options as of the grant date. No option may be granted with an exercise period in excess of ten years from the date of grant. Generally, stock options will be granted with an exercise price equal to the fair market value of our stock on the date of grant and will vest over four years.


- 12 -

 

inTEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)
(In thousands, except share and per share data)


(8)   STOCK-BASED COMPENSATION
(Continued)

The fair value for stock options granted during the first six months of 2016 was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

 

 

Risk-free interest rate

1.30%

Dividend yield

0.00%

Expected common stock market price volatility factor

.40

Weighted average expected life of stock options (years)

4

 

 

The per share weighted average fair value of stock options issued during the first six months of 2016 was $1.43.

The following table summarizes the activity related to stock options for the six months ended June 30, 2016:

 


Number
of Shares

Weighted
Average
Grant Date
Fair Value

Options outstanding, January 1, 2016 (none exercisable)

$      -    

   Granted

19,800 

4.37    

   Vested

-    

   Forfeited

          - 

-    

Options outstanding, June 30, 2016 (none exercisable)

19,800 

4.37    


(9)  STOCK REPURCHASE PLAN

On October 27, 2015, our Board of Directors authorized the repurchase of up to $5,000 of our common stock from time to time on the open market, in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, or in privately negotiated transactions (the "2015 Repurchase Plan"). Repurchases may also be made under a Rule 10b5-1 plan entered into with RW Baird & Co, which permits shares to be repurchased when we might otherwise be precluded from doing so under insider trading laws. The timing and amount of any shares repurchased under the 2015 Repurchase Plan is determined by our management, based on our evaluation of market conditions and other factors. The 2015 Repurchase Plan does not obligate us to repurchase any particular amount of common stock and may be suspended or discontinued at any time without prior notice. The 2015 Repurchase Plan is funded using our operating cash flow or available cash.

During the six months ended June 30, 2016, we repurchased 190,725 shares under this repurchase plan at a cost of $770, which includes fees paid to our broker of $5. As of June 30, 2016, we had repurchased a total of 232,057 shares under this repurchase plan at a cost of $925, which included fees paid to our broker of $6. All of the repurchased shares were retired. The 2015 Repurchase Plan was suspended in May 2016.


(10)  EMPLOYEE BENEFIT PLANS

We have a defined contribution 401(k) plan for our employees who work in the U.S. All permanent employees of inTEST Corporation, Temptronic Corporation and inTEST Silicon Valley Corporation who are at least 18 years of age are eligible to participate in the plan. We match employee contributions dollar for dollar up to 10% of the employee's annual compensation, with a maximum limit of $5. Employer contributions vest ratably over four years. Matching contributions are discretionary. For the six months ended June 30, 2016 and 2015, we recorded $249 and $239 of expense for matching contributions, respectively.

- 13 -

 

inTEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)
(In thousands, except share and per share data)


(11)  SEGMENT INFORMATION

We have three reportable segments, which are also our reporting units: Thermal Products, Mechanical Products and Electrical Products.

The Thermal Products segment includes the operations of Temptronic Corporation, Thermonics, Sigma, inTEST Thermal Solutions GmbH (Germany), and inTEST Pte, Limited (Singapore). Sales of this segment consist primarily of temperature management systems which we design, manufacture and market under our Temptronic, Thermonics and Sigma product lines. In addition, this segment provides post-warranty service and support.

The Mechanical Products segment includes the operations of our Mt. Laurel, New Jersey manufacturing facility. Sales of our Mechanical Products segment consist primarily of manipulator and docking hardware products, which we design, manufacture and market.

The Electrical Products segment includes the operations of inTEST Silicon Valley Corporation. Sales of this segment consist primarily of tester interface products which we design, manufacture and market.

We operate our business worldwide, and all three segments sell their products both domestically and internationally. All three segments sell to semiconductor manufacturers, third-party test and assembly houses and ATE manufacturers. Our Thermal Products segment also sells into a variety of markets outside of the ATE market, including the automotive, consumer electronics, defense/aerospace, energy, industrial and telecommunications markets. Intercompany pricing between segments is either a multiple of cost for component parts or list price for finished goods.

 

Three Months Ended
       June 30,      

Six Months Ended
      June 30,      

Net revenues:

2016    

2015    

2016    

2015    

Thermal Products

$  5,594 

$  6,659 

$10,788 

$12,376 

Mechanical Products

2,673 

2,487 

4,609 

4,922 

Electrical Products

    2,218 

    2,413 

    3,735 

    4,449 

 

$10,485 

$11,559 

$19,132 

$21,747 

Earnings (loss) before income tax expense (benefit):

 

 

 

 

Thermal Products

$  734 

$1,537 

$1,307 

$2,566 

Mechanical Products

311 

(196)

(59)

(481)

Electrical Products

397 

477 

418 

796 

Corporate

  (693)

   (159)

  (793)

   (551)

 

$  749 

$1,659 

$  873 

$2,330 

Net earnings (loss):

 

 

 

 

Thermal Products

$  476 

$1,001 

$  849 

$1,673 

Mechanical Products

202 

(128)

(39)

(314)

Electrical Products

258 

311 

272 

519 

Corporate

  (450)

  (104)

  (515)

  (360)

 

$  486 

$1,080 

$  567 

$1,518 

 

 

- 14 -

 

 

 

inTEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)
(In thousands, except share and per share data)


(11)  SEGMENT INFORMATION
(Continued)

 

 

 

June 30,
   2016   

Dec. 31,
   2015   

Identifiable assets:

 

 

 

 

Thermal Products

 

 

$17,720 

$16,983 

Mechanical Products

 

 

18,815 

19,733 

Electrical Products

 

 

   4,072 

   3,268 

 

 

 

$40,607 

$39,984 


The following table provides information about our geographic areas of operation. Net revenues from unaffiliated customers are based on the location to which the goods are shipped.

 

Three Months Ended
      June 30,       

Six Months Ended
      June 30,     

 

2016    

2015    

2016    

2015    

Net revenues:

 

 

 

 

U.S.

$  2,903 

$  3,830 

$  5,630 

$  7,319 

Foreign

   7,582 

   7,729 

  13,502 

  14,428 

 

$10,485 

$11,559 

$19,132 

$21,747 

 

 

 

 

 

 

 

 

June 30,    2016   

Dec. 31,    2015   

Property and equipment:

 

 

 

 

U.S.

 

 

$  793 

$   797 

Foreign

 

 

    184 

     315 

 

 

 

$  977 

$1,112 

 

 

 

_____________________________________________________ 

 

 

 

 

- 15 -

 

 

inTEST CORPORATION


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Risk Factors and Forward-Looking Statements

In addition to historical information, this discussion and analysis contains statements relating to possible future events and results that are considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can often be identified by the use of forward-looking terminology such as "believes," "expects," "intends," "may," "will," "should" or "anticipates" or similar terminology. See Part I, Item 1 - "Business - Cautionary Statement Regarding Forward-Looking Statements" in our 2015 Form 10-K for examples of statements made in this report which may be "forward-looking statements." These statements involve risks and uncertainties and are based on various assumptions. Although we believe that our expectations are based on reasonable assumptions, investors and prospective investors are cautioned that such statements are only projections, and there cannot be any assurance that these events or results will occur.

Information about the primary risks and uncertainties that could cause our actual future results to differ materially from our historic results or the results described in the forward-looking statements made in this report or presented elsewhere by Management from time to time are included in Part I, Item 1A - "Risk Factors" in our 2015 Form 10-K. Material changes to such risk factors may be reported in subsequent Quarterly Reports on Form 10-Q in Part II, Item 1A. There have been no such changes from the risk factors set forth in our 2015 Form 10-K. 

Overview

This MD&A should be read in conjunction with the accompanying consolidated financial statements.

Our business and results of operations are substantially dependent upon the demand for ATE by semiconductor manufacturers and companies that specialize in the testing of ICs. Demand for ATE is driven by semiconductor manufacturers that are opening new, or expanding existing, semiconductor fabrication facilities or upgrading existing equipment, which in turn is dependent upon the current and anticipated market demand for semiconductors and products incorporating semiconductors. 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. In addition, we continue to focus on design improvements and new approaches for our own products which contribute to our net revenues as our customers adopt these new products.

In the past, the semiconductor industry has been highly cyclical with recurring periods of oversupply, which often have a severe impact on the semiconductor industry's demand for ATE, including the products we manufacture. This can cause wide fluctuations in both our orders and net revenues and, depending on our ability to react quickly to these shifts in demand, can significantly impact our results of operations. ATE market cycles are difficult to predict and in recent years have become more volatile and, in certain cases, shorter in duration. Because the market cycles are generally characterized by sequential periods of growth or declines in orders and net revenues 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. In addition, during both downward and upward cycles in our industry, in any given quarter, the trend in both our orders and net revenues can be erratic. This can occur, for example, when orders are canceled or currently scheduled delivery dates are accelerated or postponed by a significant customer or when customer forecasts and general business conditions fluctuate during a quarter. In addition to being cyclical, the ATE market has also developed a seasonal pattern in the last several years, with the second and third quarters being the periods of strong demand and the first and fourth quarters being periods of weakened demand. We believe this change has been driven by the strong demand for consumer products containing semiconductor content sold during the year-end holiday shopping season.

Third-party market share statistics are not available for the products we manufacture and sell into the ATE market; therefore, comparisons of period over period changes in our market share are not easily determined. As a result, it is difficult to ascertain if ATE market volatility in any period is the result of macro-economic or customer-specific factors impacting ATE market demand, or if we have gained or lost market share to a competitor during the period.

 

- 16 -

 

 

inTEST CORPORATION

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

As part of our strategy to reduce the impact of ATE market volatility on our business operations, in 2009, we began to diversify our served markets to address the thermal test requirements of several other markets outside the ATE market. These include the automotive, consumer electronics, defense/aerospace, energy, industrial and telecommunications markets. We believe that these markets usually are less cyclical than the ATE market. While market share statistics exist for some of the markets we serve outside the ATE market, due to the nature of our highly specialized product offerings in these non-ATE markets, we do not expect broad market penetration in many of these markets and, therefore, do not anticipate developing meaningful market shares in these non-ATE markets. In addition, our orders and net revenues in any given period in these markets do not necessarily reflect the overall trends in these non-ATE markets due to our limited market shares. Consequently, we are continuing to evaluate buying patterns and opportunities for growth in these non-ATE markets that may affect our performance. The level of our orders and net revenues from these non-ATE markets has varied in the past, and we expect will vary significantly in the future, as we work to build our presence in these markets and establish new markets for our products.

While the majority of our orders and net revenues are derived from the ATE market, our operating results do not always follow the overall trend in the ATE market in any given period. We believe that these anomalies may be driven by a variety of factors within the ATE market, including, for example, changing product requirements, longer time periods between new product offerings by OEMs and changes in customer buying patterns. In particular, demand for our mechanical and electrical products, which are sold exclusively within the ATE market, and our operating margins in these product segments have been affected by shifts in the competitive landscape, including (i) customers placing heightened emphasis on shorter lead times (which places increased demands on our available engineering and production capacity increasing unit costs) and ordering in smaller quantities (which prevents us from acquiring component materials in larger volumes at lower cost and increasing unit costs), (ii) the practice of OEM manufacturers to specify other suppliers as primary vendors, with less frequent opportunities to compete for such designations, (iii) the in-house manufacturing activities of OEM manufacturers building certain products we have historically sold to them, including manipulators and docking hardware, which has had the impact of significantly reducing the size of the available market for those certain products (iv) the role of third-party test and assembly houses in the ATE market and their requirement of products with a greater range of use at the lowest cost, (v) customer supply chain management groups demanding lower prices and spreading purchases across multiple vendors, and (vi) certain competitors aggressively reducing their products' sales prices (causing us to either reduce our products' sales price to be successful in obtaining the sale or causing loss of the sale).

In addition, in recent periods we have seen instances where demand for ATE is not consistent for each of our product segments or for any given product within a particular product segment. This inconsistency in demand for ATE can be driven by a number of factors, but in most cases we have found the primary reason is unique customer-specific changes in demand for certain products driven by the needs of their customers or markets served. 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.

Orders and Backlog

The following table sets forth, for the periods indicated, a breakdown of the orders received by product segment and market.

 

Three
Months Ended
   June 30,   

   Change   

Three
Months Ended
  March 31,  

    Change    

 

2016

2015

$

%

2016

$

%

Orders:

 

 

 

 

 

 

 

Thermal Products

$  8,186

$  6,064

$2,122 

35 %

$5,116    

$3,070 

60 %

Mechanical Products

2,426

1,885

541 

29 %

2,625    

(199)

(8)%

Electrical Products

    1,987

   2,337

   (350)

(15)%

  2,097    

   (110)

(5)%

 

$12,599

$10,286

$2,313 

22 %

$9,838    

$2,761 

28 %

 

 

 

 

 

 

 

 

ATE market

$  8,217

$  7,646

$   571 

7 %

$7,847    

$   370 

5 %

Non-ATE market

   4,382

   2,640

  1,742 

66 %

  1,991    

  2,391 

120 %

 

$12,599

$10,286

$2,313 

22 %

$9,838    

$2,761 

28 %

- 17 -

 

inTEST CORPORATION


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)

 

Six
Months Ended
   June 30,   

   Change   

 

 

 

2016

2015

$

%

 

 

 

Orders:

 

 

 

 

 

 

 

Thermal Products

$13,302

$12,497

$   805 

6 %

 

 

 

Mechanical Products

5,051

4,419

632 

14 %

 

 

 

Electrical Products

    4,084

    4,801

   (717)

(15)%

 

 

 

 

$22,437

$21,717

$   720 

3 %

 

 

 

 

 

 

 

 

 

 

 

ATE market

$16,064

$16,943

$   (879)

(5)%

 

 

 

Non-ATE market

   6,373

   4,774

  1,599 

33 %

 

 

 

 

$22,437

$21,717

$   720 

3 %

 

 

 

Total consolidated orders for the quarter ended June 30, 2016 were $12.6 million compared to $10.3 million for the same period in 2015 and $9.8 million for the quarter ended March 31, 2016. The increase in orders during the second quarter of 2016 is primarily a result of an increase in demand from certain non-ATE market customers of our Thermal Products segment, particularly in the telecommunications and defense/aerospace markets.

At June 30, 2016, our backlog of unfilled orders for all products was approximately $5.7 million compared with approximately $3.8 million at June 30, 2015 and $3.5 million at March 31, 2016. Our backlog includes customer orders which we have accepted, substantially all of which we expect to deliver in 2016. 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.

Net Revenues

The following table sets forth, for the periods indicated, a breakdown of the net revenues by product segment and market.

 

Three
Months Ended
   June 30,   

   Change   

Three
Months Ended
  March 31,  

    Change    

 

2016

2015

$

%

2016

$

%

Net revenues:

 

 

 

 

 

 

 

Thermal Products

$  5,594

$  6,659

$(1,065)

(16)%

$5,194    

$   400 

8 %

Mechanical Products

2,673

2,487

186 

7 %

1,936    

737 

38 %

Electrical Products

   2,218

   2,413

    (195)

(8)%

  1,517    

     701 

46 %

 

$10,485

$11,559

$(1,074)

(9)%

$8,647    

$1,838 

21 %

 

 

 

 

 

 

 

 

ATE market

$  7,960

$  8,548

$(588)

(7)%

$6,069    

$1,891 

31 %

Non-ATE market

   2,525

   3,011

    (486)

(16)%

  2,578    

    (53)

(2)%

 

$10,485

$11,559

$(1,074)

(9)%

$8,647    

$1,838 

21 %

 

 

- 18 -

 

inTEST CORPORATION


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)

 

Six
Months Ended
   June 30,   

   Change   

 

 

 

 

2016

2015

$

%

 

 

 

Net revenues:

 

 

 

 

 

 

 

Thermal Products

$10,788

$12,376

$(1,588)

(13)%

 

 

 

Mechanical Products

4,609

4,922

(313)

(6)%

 

 

 

Electrical Products

   3,735

   4,449

    (714)

(16)%

 

 

 

 

$19,132

$21,747

$(2,615)

(12)%

 

 

 

 

 

 

 

 

 

 

 

ATE market

$14,029

$16,895

$(2,866)

(17)%

 

 

 

Non-ATE market

   5,103

   4,852

      251 

5 %

 

 

 

 

$19,132

$21,747

$(2,615)

(12)%

 

 

 

Total consolidated net revenues for the quarter ended June 30, 2016 were $10.5 million compared to $11.6 million for the same period in 2015 and $8.6 million for the quarter ended March 31, 2016. The increases for all of our product segments in the second quarter of 2016 as compared to the first quarter of the year reflect increased demand from the ATE market, although demand remains below the level experienced during the same period in 2015 for our Thermal and Electrical Products segments. Net revenues from non-ATE market customers were relatively flat for the second quarter of 2016 as compared to the first quarter of the year. Increases from customers in the telecommunications and defense/aerospace markets were offset by reductions from customers in the industrial and other non-ATE markets we serve. Net revenues from non-ATE market customers declined 16% for the second quarter of 2016 as compared to the same period in 2015. The declines were primarily from customers in the defense/aerospace and industrial markets and were partially offset by increased demand from certain customers in the telecommunications market.

Product/Customer Mix

Our three product segments each have multiple products that we design, manufacture and market to our customers. Due to a number of factors, our products have varying levels of gross margin. The mix of products we sell in any period is ultimately determined by our customers' needs. Therefore, the mix of products sold in any given period can change significantly from the prior period. As a result, our consolidated gross margin can be significantly impacted in any given period by a change in the mix of products sold in that period.

We sell most of our products to semiconductor manufacturers and third-party test and assembly houses (end user sales) and to ATE manufacturers (OEM sales) who ultimately resell our equipment with theirs to both semiconductor manufacturers and third-party test and assembly houses. Our Thermal Products segment also sells into a variety of other markets including the automotive, consumer electronics, defense/aerospace, energy, industrial and telecommunications markets. The mix of customers during any given period will affect our gross margin due to differing sales discounts and commissions. For the six months ended June 30, 2016 and 2015, our OEM sales as a percentage of net revenues were 7% and 8%, respectively.

OEM sales generally have a lower gross margin than end user sales, as OEM sales historically have had a more significant discount. Our current net operating margins on most OEM sales, however, are only slightly less than margins on end user sales because of the payment of third party sales commissions on most end user sales. We have also continued to experience demands from our OEM customers' supply chain managers to reduce our sales prices to them. If we cannot further reduce our manufacturing and operating costs, these pricing pressures will negatively affect our gross and operating margins.

Results of Operations

The results of operations for our three product segments are generally affected by the same factors. Separate discussions and analyses for each product segment would be repetitive. The discussion and analysis that follows, therefore, is presented on a consolidated basis and includes discussion of factors unique to each product segment where significant to an understanding of that segment.

- 19 -

 

inTEST CORPORATION


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)

Quarter Ended June 30, 2016 Compared to Quarter Ended June 30, 2015

Net Revenues. Net revenues were $10.5 million for the quarter ended June 30, 2016 compared to $11.6 million for the same period in 2015, a decrease of $1.1 million or 9%. We believe the decrease in our net revenues during the second quarter of 2016 primarily reflects the factors previously discussed in the Overview.

Gross Margin. Our consolidated gross margin was 51% in each of the quarters ended June 30, 2016 and 2015. Our fixed operating costs declined $228,000 in absolute dollar terms and represented 12% of our net revenues for the second quarter of 2016 as compared to 13% for the same period in 2015. The $228,000 decline in these costs primarily reflects lower salary and benefits expense in our Mechanical and Thermal Products segments reflecting reduced headcount. For our Mechanical Products segment, the decline in headcount is a result of the workforce reduction that we implemented on January 4, 2016, as discussed further in Note 3 to our consolidated financial statements. To a lesser extent, there were also reduced levels of facility related costs and lower depreciation expense in our Thermal Products segment in the second quarter of 2016 as compared to the same period in 2015. The decrease in our fixed operating costs was offset by an increase in our component material costs, primarily reflecting changes in product mix.

Selling Expense. Selling expense was $1.5 million for the quarter ended June 30, 2016 compared to $1.6 million for the same period in 2015, a decrease of $121,000 or 8%. The decrease primarily reflects lower levels of third party commission expense, reflecting the decline in net revenues, along with a reduction in salary and benefits expense in our Mechanical and Electrical Products segment, reflecting reduced headcount.

Engineering and Product Development Expense. Engineering and product development expense was $982,000 for the quarter ended June 30, 2016 compared to $1.0 million for the same period in 2015, a decrease of $65,000 or 6%. The decrease in engineering and product development expense primarily reflects decreased salary and benefits expense in our Mechanical Products segment and reduced spending on materials used in new product development in all three of our product segments.

General and Administrative Expense. General and administrative expense was $2.1 million for the quarter ended June 30, 2016 compared to $1.6 million for the same period in 2015, an increase of $576,000 or 37%. Our expenses for the second quarter of 2016 include $456,000 for due diligence and transaction related costs associated with a potential acquisition which we are no longer pursuing. Adjusted to exclude these costs, our general and administrative expense would have increased $120,000, or 8%, for the second quarter of 2016 as compared to the same period in 2015. The $120,000 increase primarily reflects higher levels of stock-based compensation expense as a result of the vesting of restricted stock awards for our independent directors which occurred upon their re-election at our annual meeting in June 2016.

Income Tax Expense. For the quarter ended June 30, 2016, we recorded income tax expense of $263,000 compared to $579,000 for the same period in 2015. Our effective tax rate was 35% in each of the quarters ended June 30 2016 and 2015. 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.

Six months Ended June 30, 2016 Compared to Six Months Ended June 30, 2015

Net Revenues.
Net revenues were $19.1 million for the six months ended June 30, 2016 compared to $21.7 million for the same period in 2015, a decrease of $2.6 million or 12%. We believe the decrease in our net revenues primarily reflects reduced levels of demand from the ATE market for all of our product segments as a result of cyclical weakness in the ATE market during the first half of 2016 as compared to the same period in 2015.

Gross Margin. Our consolidated gross margin was 49% for the six months ended June 30, 2016 compared to 50% for the same period in 2015. The decline in our gross margin primarily reflects higher component material costs as a result of changes in product mix. Although our fixed operating costs declined $395,000 in absolute dollar terms, they were relatively unchanged at 14% of our net revenues for both the first half of 2016 and 2015, respectively, reflecting that these costs were not as fully absorbed due to the lower net revenues levels in the first half of 2016. The $395,000 decline in these costs primarily reflects lower salary and benefits expense in our Mechanical and Thermal Products segments reflecting reduced headcount. For our Mechanical Products segment, the decline in headcount is a result of the aforementioned workforce reduction. To a lesser extent, there were also reduced levels of facility related costs and lower depreciation expense in our Thermal Products segment in the first six months of 2016 as compared to the same period in 2015.

- 20 -

inTEST CORPORATION

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Selling Expense. Selling expense was $2.8 million for the six months ended June 30, 2016 compared to $3.1 million for the same period in 2015, a decrease of $273,000 or 9%. The decrease primarily reflects lower levels of third party commission expense, reflecting the decline in net revenues, along with a reduction in salary and benefits expense in our Mechanical and Electrical Products segment, reflecting reduced headcount.

Engineering and Product Development Expense. Engineering and product development expense was relatively unchanged at $2.0 million in each of the six months ended June 30, 2016 and 2015. A reduction in salary and benefits expense in our Mechanical Products segment was offset by increased spending on materials used in new product development in our Thermal Products segment.

General and Administrative Expense. General and administrative expense was $3.8 million for the six months ended June 30, 2016 compared to $3.4 million for the same period in 2015, an increase of $414,000 or 12%. Our expenses for the first six months of 2016 included $456,000 for due diligence and transaction related costs associated with a potential acquisition which we are no longer pursuing and $99,000 of restructuring charges as a result of the aforementioned workforce reduction implemented on January 4, 2016. Our expenses for the first six months of 2015 included $320,000 for due diligence and transaction related costs associated with a potential acquisition which did not close. Adjusted to exclude these costs, our general and administrative expense would have increased $179,000, or 6%, for the first six months of 2016 as compared to the same period in 2015. The $179,000 increase primarily reflects higher levels of stock-based compensation expense as a result of the vesting of restricted stock awards for our independent directors which occurred upon their re-election at our annual meeting in June 2016, and, to a lesser extent, higher salary and benefits expense as a result of changes in compensation structure for our executive management team.

Income Tax Expense. For the six months ended June 30, 2016, we recorded income tax expense of $306,000 compared to $812,000 for the same period in 2015. Our effective tax rate was 35% in each of the six month periods ended June 30, 2016 and 2015. 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.

Liquidity and Capital Resources

As discussed more fully in the Overview, our business and results of operations are substantially dependent upon the demand for ATE by semiconductor manufacturers and companies that specialize in the testing of ICs. The cyclical and volatile nature of demand for ATE 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, and we manage our businesses to maximize operating cash flows as our primary source of liquidity. We use cash to fund growth in our operating assets, for new product research and development, for acquisitions and for stock repurchases.

Liquidity

Our cash and cash equivalents and working capital were as follows:

 

June 30, 2016

Dec. 31, 2015

Cash and cash equivalents

$25,003

$25,710

Working capital

$30,688

$30,205

As of June 30, 2016, $2.5 million of our cash and cash equivalents was held by our foreign subsidiaries. On July 26, 2016 we repatriated $921,000 from our German subsidiary. When these funds are needed for our operations in the U.S., we may be required to accrue and pay U.S. taxes if we repatriate certain of these funds.

We currently expect our cash and cash equivalents and projected future cash flow to be sufficient to support our short term working capital requirements and any future repurchases of shares under the 2015 Repurchase Plan (which was suspended in May 2016 and is discussed more fully in Note 9 to our consolidated financial statements.) However, we may need additional financial resources to consummate a significant acquisition if the consideration in such a transaction would require us to utilize a substantial portion of, or an amount equal to or in excess of, our available cash. We do not currently have any credit facilities under which we can borrow to help fund our working capital or other requirements.

- 21 -

 

inTEST CORPORATION


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)

In addition, in recent years, our Mechanical Products segment has experienced significant operating losses. We have undertaken actions at various times over the last few years to address these losses. As previously discussed, on January 4, 2016, we implemented a workforce reduction which resulted in our recording a restructuring charge of $99,000 in the first quarter of 2016. The annualized savings from these actions are estimated to be approximately $690,000. Our review of the operations of this product segment is ongoing with the goal of identifying additional opportunities for cost reduction and revenue growth. We cannot be certain that our efforts to restructure this operation to achieve profitability will be successful. These efforts could require us to utilize additional financial resources to pay severance or fund other costs associated with the restructuring of this operation, which would reduce the amount of our cash and cash equivalents available to fund our short-term working capital requirements.

Cash Flows

Operating Activities.
Net cash provided by operations for the six months ended June 30, 2016 was $195,000. During the six months ended June 30, 2016, we recorded net earnings of $567,000, which included non-cash charges of $304,000 for depreciation and amortization and $178,000 for deferred compensation related to stock-based awards. During the six months ended June 30, 2016, accounts receivable and accounts payable increased $2.3 million and $565,000, respectively, compared to the levels at the end of 2015. These increases primarily reflect increased business activity during the first six months of 2016 as compared to the fourth quarter of 2015. During the six months ended June 30, 2016, prepaid expenses and other current assets decreased $343,000, primarily reflecting a lower level of refundable taxes and prepaid insurance premiums at June 30, 2016 as compared to the level at December 31, 2015. In addition, during the second quarter of 2016, we requested and were granted a $125,000 reduction in the amount of the letter of credit that serves as a security deposit under the terms of the lease for our facility in New Jersey. Accordingly, we reduced the amount of the related restricted certificate of deposit which supported this letter of credit by $125,000 during the second quarter of 2016.

Investing Activities. During the six months ended June 30, 2016 purchases of property and equipment were $164,000. We have no significant commitments for capital expenditures for the balance of 2016, however, depending upon changes in market demand or manufacturing and sales strategies, we may make such purchases or investments as we deem necessary and appropriate.

Financing Activities. During the six months ended June 30, 2016, we utilized $770,000 to repurchase 190,725 shares of our common stock under the 2015 Repurchase Plan. As previously discussed, this plan was suspended in May 2016.

New or Recently Adopted Accounting Standards

See the Notes to the consolidated financial statements for information concerning the implementation and impact of new or recently adopted accounting standards.

Critical Accounting Policies

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, 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 and deferred income taxes. 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. As of June 30, 2016, there have been no significant changes to the accounting policies that we have deemed critical. These policies are more fully described in our 2015 Form 10-K.

- 22 -

 

inTEST CORPORATION

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Off -Balance Sheet Arrangements

There were no off-balance sheet arrangements during the six months ended June 30, 2016 that have or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our interests.


Item 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

This disclosure is not required for a smaller reporting company.


Item 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Exchange Act. Because there are inherent limitations in all control systems, a control system, no matter how well conceived and operated, can provide only reasonable, as opposed to absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Our management, including the CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all error and all fraud. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Accordingly, our management has designed the disclosure controls and procedures to provide reasonable assurance that the objectives of the control system were met.

CEO/CFO Conclusions about the Effectiveness of the Disclosure Controls and Procedures. As required by Rule 13a-15(b), inTEST management, including our CEO and CFO, conducted an evaluation as of the end of the period covered by this Report, of the effectiveness of our disclosure controls and procedures. Based on that evaluation, our CEO and CFO concluded that, as of the end of the period covered by this Report, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

During the period covered by this Report, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


___________________________________________________

 

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

From time to time we may be a party to legal proceedings occurring in the ordinary course of business. We are not currently involved in any material legal proceedings.

- 23 -

 

inTEST CORPORATION


Item 1A.  Risk Factors

Information regarding the primary risks and uncertainties that could materially and adversely affect our future performance or could cause actual results to differ materially from those expressed or implied in our forward-looking statements, appears in Part I, Item 1A -- "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2015.


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information with respect to purchases made by us, or on our behalf, of our common stock during the three months ended June 30, 2016:





Period



Total Number
of Shares
Repurchased



Average
Price Paid
Per Share

Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
     or Programs     

Approximate Dollar
Value of Shares
That May Yet Be
Purchased Under
the Plans or Programs

April 1-30

40,280  

$3,95

40,280  

$4,220,000

May 1-31

35,757  

$3.87

35,757  

$4,081,000

June 1-30

          -  

$      -

          -  

$4,081,000

Total

76,037  

$3.91

76,037  

 

On October 27, 2015 our Board of Directors authorized the repurchase of up to $5.0 million of our common stock from time to time on the open market, in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, or in privately negotiated transactions (the "2015 Repurchase Plan"). Repurchases to date were made under a Rule 10b5-1 plan entered into with RW Baird & Co, which permitted shares to be repurchased when we might otherwise be precluded from doing so under insider trading laws. The timing and amount of any shares repurchased under the 2015 Repurchase Plan was determined by our management, based on our evaluation of market conditions and other factors. The 2015 Repurchase Plan does not obligate us to repurchase any particular amount of common stock and may be suspended or discontinued at any time without prior notice. The 2015 Repurchase Plan is funded using our operating cash flow or available cash.

For the three months ended June 30, 2016, we repurchased 76,037 shares under the repurchase plan at a fair market value of $297,000. All of the repurchased shares were retired. Fees paid to our broker related to the repurchase of these shares totaled $2,000. The 2015 Repurchase Plan was suspended in mid-May 2016 because of our work on a potential acquisition.

Item 3.  Defaults Upon Senior Securities

None

Item 4.  Mine Safety Disclosures

Not applicable.

Item 5.  Other Information

None

Item 6.  Exhibits

A list of the Exhibits which are required by Item 601 of Regulation S-K and filed with this Report is set forth in the Index to Exhibits immediately following the signature page, which Index to Exhibits is incorporated herein by reference.

 

- 24 -

 

 

Signatures

 

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 thereunto duly authorized.

 

 

 

 

 

 

 

inTEST Corporation



Date:



August 12, 2016

 



/s/ Robert E. Matthiessen
Robert E. Matthiessen
President and Chief Executive Officer



Date:



August 12, 2016

 



/s/ Hugh T. Regan, Jr.
Hugh T. Regan, Jr.
Secretary, Treasurer and Chief Financial Officer

 

 

 

____________________________________________

 

 

Index to Exhibits

14      Code of Ethics (1)

31.1   Certification of Chief Executive Officer pursuant to Rule 13a-14(a).

31.2   Certification of Chief Financial Officer pursuant to Rule 13a-14(a).

32.1   Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
          adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2   Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
          adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

(1)  Amended and restated on August 2, 2016.

 

- 25 -

Exh 14-Form 10Q-6/30/16

EXHIBIT 14

inTEST CORPORATION

CODE OF ETHICS

Amended and Restated on August 2, 2016

inTEST Corporation ("inTEST" or the "Company") has a proud tradition of maintaining high ethical and legal standards. This Code of Ethics (the "Code") has been adopted by our Board of Directors as a guide to the standards of business conduct to which inTEST's employees, officers and directors must adhere. This Code is not a comprehensive document intended to address every ethical or legal issue which inTEST's employees, officers and directors may face. It is instead a resource to ensure that we maintain a consistent vision and commitment to a culture of uncompromising honesty and integrity throughout our organization. The Company has issued this Code to deter wrongdoing and to promote:

This Code offers general guidance as to your ethical and legal responsibilities. As discussed in greater detail below, all employees, officers and directors are expected to comply with this Code and to report any misconduct, fraud, abuse of the Company's assets, or illegal activities of which he or she is aware. Violation of this Code may be grounds for disciplinary action up to and including termination of employment.

This Code should be read in conjunction with other policies of inTEST, including but not limited to, the Whistleblower Policy, the Insider Trading Policy, and the Foreign Corrupt Practices Act Policy. These policies should be separately consulted in the event an employee, officer or director has a specific concern related to a subject covered in one of these policies.

1.   Applicability.

      1.1  This Code of Ethics applies to all of our employees, officers and directors without exception. (Each employee, officer and director of inTEST and any of its subsidiaries is referred to in this Code as a "covered person.") This Code governs the actions and working relationships of each covered person with current and potential customers, co-workers, competitors, government agencies, the media, any stock exchanges, and any stockholders. Each covered person should become familiar with this Code, adhere to the standards and restrictions set forth in it, and conduct himself or herself in accordance with this Code in order to avoid even the appearance of impropriety.

      1.2  Some of the words and phrases in this Code may be subject to different interpretations, or it may appear that one ethical principle conflicts with another, in certain situations. If you are unsure of the appropriate action, discuss the matter with an appropriate member of management, such as your manager, a member of senior management or the Corporate Compliance Officer:

 

Gina Floyd
inTEST Corporation
41 Hampden Road
Mansfield, MA 02048
Email: gfloyd@inTESTthermal.com
Telephone: 781.688.2363
FAX: 781.688.2563

      1.3  This Code supplements other policies set forth in our employee handbook. Each covered person is expected to comply with all of the Company's policies. The fact that particular conduct is not specifically mentioned in this Code of Ethics does not prevent it from being viewed as violating this Code of Ethics.

2.   Compliance with Laws, Rules and Regulations.

      2.1  Covered persons are expected to obey, and ensure that the Company obeys, all applicable laws, rules and regulations of the United States and other countries in which the Company does business, as well as of the states, counties, cities and other jurisdictions in which we do business. Such laws, rules and regulations are referred to in this Code individually as a "Law" and collectively as the "Laws". This is true even if your manager or anyone in management has directed otherwise.

      2.2  While you are not expected to know the full details of all of the Laws to which you and the Company must adhere, some examples of the types of Laws that the Company is subject to include Laws requiring the Company and its employees to:

            2.2.1  maintain a workplace that is free from discrimination or harassment based on race, color, gender, age, religion, marital status, national origin, sexual orientation, disability, veteran status or any other characteristic that is protected by law and is unrelated to the Company's business;

            2.2.2  comply with applicable environmental, health, and safety standards;

            2.2.3  comply with laws prohibiting restraints of trade and other unfair trade practices;

            2.2.4  prohibit improper or other questionable payments (including bribes or kickbacks), gifts, favors or other gratuities to suppliers, customers, government officials or other third parties, including but not limited to the conduct proscribed in the Company's Foreign Corrupt Practices Act ("FCPA") Policy; and

            2.2.5  comply with all applicable federal and state securities Laws, including Laws prohibiting insider trading, including but not limited to the conduct proscribed in the Company's Insider Trading Policy.

If a Law conflicts with a policy in this Code, you should comply with the Law. If a local custom or practice conflicts with this Code, you must comply with this Code.

      2.3  If you are unsure about the legal course of action, request guidance from your manager, another member of management, or the Compliance Officer.

3.   Conflicts of Interest.

      3.1  Covered persons should not engage in any activity, practice or act which conflicts with the best interests of the Company. A conflict of interest exists whenever your self-interest is in any way inconsistent, or appears to be in any way inconsistent, with the interests of the Company as a whole.

      3.2  Although the following list is not exhaustive, some examples of situations in which a conflict of interest may arise include:

            3.2.1  When a covered person takes actions or has interests that make it difficult to perform work for the Company objectively and effectively;

            3.2.2  When a covered person receives improper personal benefits, such as gifts of more than a modest value, as a result of the person's position with the Company;

            3.2.3  When the Company makes a loan to a covered person or guarantees an obligation of a covered person;

            3.2.4  When a covered person uses corporate assets or nonpublic information gained in his or her employment with the Company for his or her own advantage;

            3.2.5  When a covered person or any family member or affiliate of a covered person enters into any transaction with the Company where the interest of the covered person, family member or affiliate is not made known to the persons approving the transaction on behalf of the Company; or

            3.2.6  When a covered person competes with the Company.

      3.3  Any such conflict of interest may also arise as a result of actions taken by, or for the benefit of, a family member of a covered person.

      3.4  Knowledge of a potential or actual conflict of interest must be reported to the anonymous hotline, the Compliance Officer, or the Chief Financial Officer.

      3.5  If the Company determines that there is an actual conflict of interest, the covered person may be asked to terminate the conduct at issue or take other remedial action to resolve the conflict.

4.   Confidentiality.

      4.1  It is the Company's policy that business affairs of the Company are confidential and should not be discussed with anyone outside the organization except for information that has already been made public. As an employee, officer or director of the Company you are entrusted with such confidential information, and are only to use such confidential information for the business purposes of the Company. Confidential information should not be shared with anyone outside the Company, including family, friends, or other employees who do not need the information to carry out their duties.

      4.2  All communications with the media, stockholders, or other members of the public about the Company, including its business, employees, officers, directors, customers or suppliers, must be approved in advance by either the Chief Executive Officer or the Chief Financial Officer.

5.   Competition and Fair Dealing.

      5.1  We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance of the members of our team, not through unethical or illegal business practices. Information about other companies and organizations, including competitors, must be gathered using appropriate methods. Illegal practices such as trespassing, burglary, misrepresentation, wiretapping, and stealing are prohibited. Possession of trade secrets that were obtained without the owner's consent, or inducing such disclosures by customers or past or present employees of other companies is prohibited. Each covered person is expected to deal fairly with the Company's customers, suppliers, competitors and employees. No covered person should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair business practice.

6.   Protection and Proper Use of Company Property, Including Data.

      6.1  All covered persons should seek to protect and preserve the Company's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company's profitability. All assets of the Company should be used only for legitimate business purposes.

      6.2  Company information is often transmitted via telecommunications devices such as telephone, cellular phones, internet and email. Use of Company information and data imposes certain obligations on covered person to safeguard the confidentiality and integrity of such information and data. Usage of such telecommunications devices must be ethical and honest with a view to the preservation of the Company's intellectual property.

7.   Public Company Reporting; Whistleblower Procedures.

      7.1   inTEST is a public company. The Federal securities laws and rules of the applicable stock exchanges require disclosure of certain financial and non-financial information. Our filings must be full, fair, accurate, timely and understandable. Whether or not you are directly involved in the process of preparing such filings, every covered person is responsible:

            7.1.1  if called upon by management to provide information relevant to such a filing, to assure that the information you provide is complete, fair, timely and understandable, and that is provided to management promptly, as our filings are time-sensitive.

            7.1.2  to ensure that the Company's books and records appropriately reflect our transactions and are posted in accordance with the Company's system of internal controls. Unrecorded or "off the books" funds or entries should not be maintained unless permitted by applicable Law. Refer to the FCPA Policy for more information;

            7.1.3  to make management aware if you believe that any of our public reports is inaccurate or fails to fairly reflect what is happening at the Company.

      7.2  Because of the importance of this issue, the Board of Directors has charged its Audit Committee with responsibility for ensuring that every employee has a means of reporting, anonymously and confidentially, any concerns about the manner in which the Company's financial statements or public reports are prepared, the sufficiency of its internal financial controls, the honesty or competence of its financial management or independent auditors or any other matter regarding any accounting or auditing matters. As described below at Section 9.5, the Company has established a confidential, anonymous hotline service so that covered persons may report any concerns. Additional procedures for such reporting are set forth in the Company's Whistleblower Policy that is part of the Employee Handbook. The Company prohibits retaliation against any person who, in good faith, reports potential issues to the Audit Committee Chair or the Chief Financial Officer.

8.   Covering Up Mistakes; Falsifying Records; Retention of Business Records.

      8.1  Falsification of any Company, customer or third party record is prohibited. Mistakes should not be covered up, but should be immediately and fully disclosed and corrected.

      8.2  Company records (including paper copies and electronically stored information) must be retained unless destruction is permitted pursuant to document retention policies adopted by the Company from time to time. Sometimes the Company may issue a litigation hold notice, or there may be instructions regarding the preservation of documents or electronically stored information related to a pending or threatened litigation, government inquiry, subpoena or other information request. In such cases, no documents or electronically stored information may be discarded or destroyed, regardless of any applicable document retention policy. In addition, you should never destroy, alter, or conceal any record or otherwise impede any official proceeding or investigation, either personally, in conjunction with another, or by attempting to influence another person.

      8.3  In the event of litigation, government inquiry or investigation, we will designate a member of management that you should consult with to determine whether records should be preserved and/or produced.

9.   Reporting of Illegal or Unethical Behavior.

      9.1  Covered persons have a duty to adhere to this Code and all other Company policies and to report promptly any suspected violations of this Code or any other illegal or unethical behavior as set forth in this Code and in other policies.

      9.2  You may make such a report orally or in writing, and, if preferred, anonymously. The Company has engaged Ethical Advocate, an organization that specializes in advocating ethical culture and behavior in the workplace, to work with us in developing systems and communications to achieve integrity, ethical behavior, openness, and the ability to quickly react to suggestions, feedback, and unethical behavior in our workplace.

      9.3  Ethical Advocate provides anonymous and confidential incident reporting through their fully secure, encrypted web site reporting pages. It can be difficult to report something that needs addressing, whether it is about a situation or a person. Employees and shareholders within inTEST Corporation need to feel secure that their concerns will be seen or heard; something will be done about it; and if they choose, their anonymity and confidentiality be maintained.

      9.4  Prior to submitting a report to Ethical Advocate you should make the best effort possible to resolve a particular issue through inTEST Corporation's administrative process and/or supervisory management. If you have any doubt regarding the legality or ethics of a particular situation, consult with your manager or the local Manager of the Human Resources Department. If you do not believe that talking to your manager is appropriate, or if doing so does not result in a response with which you are comfortable, then you should discuss the matter with the Compliance Officer, or, in the case of accounting or auditing issues, the Chief Financial Officer or a member of the Audit Committee of the Board of Directors.

      9.5  If, however, you believe it is best to submit your thoughts or to report an incident through Ethical Advocate, you will remain anonymous, if you select that option. Your comments, suggestions, and valuable feedback will have a direct result to the success of our organization. To utilize Ethical Advocate go to our direct reporting page within Ethical Advocate, https://intest.ethicaladvocate.com, or call toll free at 866-716-0279, 24 hours a day, any day of the year. In order to ensure maximum anonymity and confidentiality, we strongly urge you to not submit reports from inTEST Corporation's computers.

10.  Protection Against Retaliation.

     10.1  As set forth in the Whistleblower Policy, the Company will not tolerate retaliation against anyone who, in good faith, reports a suspected or actual violation of this Code. Any person who takes any retaliatory or other adverse action against any covered person for raising, in good faith, any question or concern about compliance with this Code will be subject to serious sanctions, which may include termination of employment or other business relationships.

     10.2  If any individual believes that he or she has been subject to retaliation for reporting an actual or suspected violation, or for participating in an investigation of such a report, must follow the procedures set forth in the Whistleblower Policy.

11.  Administration and Waiver of Code of Ethics.

     11.1  This Code of Ethics shall be administered and enforced by the Human Resources Department. Any questions and further information regarding this Code of Ethics should be directed to the local Manager of the Human Resources Department.

     11.2  Appropriate disciplinary penalties for violations of this Code may include counseling, reprimand, warning, restitution, suspension (with or without pay), demotion, salary reduction and termination of employment.

     11.3  The Human Resources Department will be responsible for affirming compliance with this Code of Ethics by all covered persons. Each covered person will be required to sign a certificate that he or she has read and understands the provisions of this Code.

12.  Waivers.

     12.1  Covered persons are expected to follow this Code at all times. Generally, there should be no waivers to this Code of Ethics, however, in rare circumstances conflicts may arise that necessitate waivers. Waivers will be determined on a case-by-case basis by the Human Resources Department with the advice of senior management, the Audit Committee, and/or legal counsel as appropriate. Waivers for directors and executive officers may be determined only by the Board of Directors who shall have the sole and absolute discretionary authority to approve any deviation or waiver from this Code of Ethics with respect to any director or executive officer.

     12.2  If the Board of Directors grants a waiver, including an implicit waiver or a failure to take action within a reasonable period of time, regarding a material departure from a provision of this Code of Ethics by the Chief Executive Officer or the Chief Financial Officer, such waiver shall be promptly disclosed to stockholders in accordance with requirements of the SEC.

***

Exh 31.1-Form 10Q-6/30/16

EXHIBIT 31.1

CERTIFICATION

 

          I, Robert E. Matthiessen, certify that:

          1.    I have reviewed this quarterly report on Form 10-Q of inTEST Corporation;

          2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

          3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

          4.    The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

        (a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

        (b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

        (c)  Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

        (d)  Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

          5.    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

        (a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

        (b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 12, 2016

/s/ Robert E. Matthiessen
Robert E. Matthiessen
President and Chief Executive Officer
Exh 31.2-Form 10Q-6/30/16

EXHIBIT 31.2

CERTIFICATION

 

          I, Hugh T. Regan, Jr., certify that:

          1.    I have reviewed this quarterly report on Form 10-Q of inTEST Corporation;

          2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

          3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

          4.    The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

        (a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

        (b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

        (c)  Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

        (d)  Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

          5.    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

        (a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

        (b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 12, 2016

/s/ Hugh T. Regan, Jr.
Hugh T. Regan, Jr.
Secretary, Treasurer and Chief Financial Officer
Exh 32.1-Form 10Q-6/30/16

EXHIBIT 32.1

 

inTEST CORPORATION


CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of inTEST Corporation (the "Company") on Form 10-Q for the period ending June 30, 2016 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert E. Matthiessen, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.




Date: August 12, 2016

/s/ Robert E. Matthiessen
Robert E. Matthiessen
President and Chief Executive Officer

Exh 32.2-Form 10Q-6/30/16

EXHIBIT 32.2

 

inTEST CORPORATION


CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of inTEST Corporation (the "Company") on Form 10-Q for the period ending June 30, 2016 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Hugh T. Regan, Jr., Secretary, Treasurer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.




Date: August 12, 2016

/s/ Hugh T. Regan, Jr.
Hugh T. Regan, Jr.
Secretary, Treasurer and Chief Financial Officer