Form 10-Q - 6/30/17

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, 2017 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   

Emerging growth company  ___

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ___

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, 2017:

10,402,058

_________________________________

 

inTEST CORPORATION

INDEX

 

 

PART I.

FINANCIAL INFORMATION

 

 

Page

Item 1.

Financial Statements

 

 

 

 

 

Consolidated Balance Sheets as of June 30, 2017 (Unaudited) and December 31, 2016

1

 

Unaudited Consolidated Statements of Operations for the three months and six months ended June 30,
   2017 and 2016


2

 

Unaudited Consolidated Statements of Comprehensive Earnings for the three months and six months
   ended June 30, 2017 and 2016


3

 

Unaudited Consolidated Statement of Stockholders' Equity for the six months ended June 30, 2017

3

 

Unaudited Consolidated Statements of Cash Flows for the six months ended June 30, 2017 and 2016

4

 

Notes to Consolidated Financial Statements

5 - 19

 

 

 

Item 2.

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

20 - 28

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

28

 

 

 

Item 4.

Controls and Procedures

28

 

 

 

PART II.

OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

29

 

 

 

Item 1A.

Risk Factors

29

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

29

 

 

 

Item 3.

Defaults Upon Senior Securities

29

 

 

 

Item 4.

Mine Safety Disclosures

29

 

 

 

Item 5.

Other Information

29

 

 

 

Item 6.

Exhibits

29

 

 

Signatures

30

 

 

Index to Exhibits

30

 

 

 

 

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,
                                                                       2017       2016  
                                                                     --------   --------
ASSETS:                                                            (Unaudited)
Current assets:
  Cash and cash equivalents                                          $ 7,596    $28,611
  Trade accounts receivable, net of allowance for doubtful
    accounts of $146 and $146, respectively                           11,938      5,377
  Inventories                                                          6,212      3,676
  Prepaid expenses and other current assets                              629        342
     Total current assets                                             26,375     38,006
Property and equipment:
  Machinery and equipment                                              5,004      4,383
  Leasehold improvements                                                 711        603
     Gross property and equipment                                      5,715      4,986
  Less: accumulated depreciation                                      (4,190)    (4,042)
     Net property and equipment                                        1,525        944
Deferred tax assets                                                        -      1,110
Goodwill                                                              18,526      1,706
Intangible assets, net                                                10,072        875
Restricted certificates of deposit                                       175        175
Other assets                                                              31         28
     Total assets                                                    $56,704    $42,844
                                                                     =======    =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                   $ 2,823    $ 1,368
  Accrued wages and benefits                                           2,103      1,588
  Accrued rent                                                           537        572
  Accrued professional fees                                              514        419
  Accrued sales commissions                                              450        287
  Customer deposits and deferred revenue                                 787         74
  Domestic and foreign income taxes payable                              939        575
  Current portion of contingent consideration liability                1,051          -
  Other current liabilities                                              528        173
     Total current liabilities                                         9,732      5,056
Deferred tax liabilities                                               4,103          -
Contingent consideration liability, net of current portion             1,251          -
     Total liabilities                                                15,086      5,056
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;
     10,435,135 and 10,394,018 shares issued, respectively               104        104
  Additional paid-in capital                                          25,702     25,578
  Retained earnings                                                   15,194     11,671
  Accumulated other comprehensive earnings                               822        639
  Treasury stock, at cost; 33,077 and 33,077 shares, respectively       (204)      (204)
     Total stockholders' equity                                       41,618     37,788
     Total liabilities and stockholders' equity                      $56,704    $42,844
                                                                     =======    =======

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,
                                               ------------------    ------------------
                                                 2017       2016       2017       2016
                                               -------    -------    -------    -------

Net revenues                                   $15,888    $10,485    $30,068    $19,132
Cost of revenues                                 7,467      5,156     13,919      9,736
                                               -------    -------    -------    -------
      Gross margin                               8,421      5,329     16,149      9,396
                                               -------    -------    -------    -------

Operating expenses:
   Selling expense                               1,871      1,471      3,539      2,806
   Engineering and product development
     expense                                       982        982      1,917      1,973
   General and administrative expense            3,286      2,145      5,280      3,790
                                               -------    -------    -------    -------
      Total operating expenses                   6,139      4,598     10,736      8,569
                                               -------    -------    -------    -------

Operating income                                 2,282        731      5,413        827
Other income                                        54         18         95         46
                                               -------    -------    -------    -------

Earnings before income tax expense               2,336        749      5,508        873
Income tax expense                                 891        263      1,985        306
                                               -------    -------    -------    -------
      Net earnings                             $ 1,445    $   486    $ 3,523    $   567
                                               =======    =======    =======    =======

Net earnings per common share - basic            $0.14      $0.05      $0.34      $0.05

Weighted average common shares
 outstanding - basic                        10,277,155 10,295,836 10,270,860 10,342,919

Net earnings per common share - diluted          $0.14      $0.05      $0.34      $0.05

Weighted average common shares and common
 share equivalents outstanding - diluted    10,334,894 10,310,692 10,315,115 10,357,468

 

 

 

 

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,
                                          ------------------   -----------------
                                            2017      2016      2017      2016
                                           -------   -------   -------   -------

Net earnings                               $ 1,445   $   486   $ 3,523   $   567

Foreign currency translation adjustments       155       (67)      183        41
                                           -------   -------   -------   -------

Comprehensive earnings                     $ 1,600   $   419   $ 3,706   $   608
                                           =======   =======   =======   =======


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, 2017     10,394,018  $ 104   $25,578   $11,671     $  639      $(204)    $37,788

Net earnings                          -      -         -     3,523          -          -       3,523

Other comprehensive income            -      -         -         -        183          -         183

Amortization of deferred
  compensation related to
  stock-based awards                  -      -       186         -          -          -         186

Issuance of unvested shares
  of restricted stock            55,000      -         -         -          -          -           -

Repurchase and retirement
  of common stock               (13,883)     -       (62)        -          -          -         (62)
                             ----------  -----   -------   -------     ------      -----     -------

Balance, June 30, 2017       10,435,135  $ 104   $25,702   $15,194     $  822      $(204)    $41,618
                             ==========  =====   =======   =======     ======      =====     =======


See accompanying Notes to Consolidated Financial Statements.

 

- 3 - 

 

inTEST CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)
(Unaudited)  


                                                                                  Six Months Ended
                                                                                       June 30,
                                                                                 ------------------
                                                                                   2017       2016
                                                                                 -------    -------
CASH FLOWS FROM OPERATING ACTIVITIES 
Net earnings                                                                     $ 3,523    $   567
Adjustments to reconcile net earnings to net cash provided by 
 operating activities:
  Depreciation and amortization                                                      523        304
  Provision for excess and obsolete inventory                                         90        118
  Foreign exchange gain                                                              (29)       (10)
  Amortization of deferred compensation related to stock-based awards                186        178
  Loss on sale of property and equipment                                               -          3
  Proceeds from sale of demonstration equipment, net of gain                          32        115
  Deferred income tax expense                                                         59        102
  Changes in assets and liabilities:
    Trade accounts receivable                                                     (2,884)    (2,332)
    Inventories                                                                     (697)        90
    Prepaid expenses and other current assets                                        (84)       343
    Restricted certificates of deposit                                                 -        125
    Other assets                                                                      (3)        (7)
    Accounts payable                                                                  35        565
    Accrued wages and benefits                                                      (134)       (46)
    Accrued rent                                                                     (35)       (79)
    Accrued professional fees                                                         13        131
    Accrued sales commissions                                                         58         93
    Customer deposits and deferred revenue                                           (19)      (113)
    Domestic and foreign income taxes payable                                        324         23
    Contingent consideration liability                                             2,302          -
    Other current liabilities                                                        118         25
                                                                                 -------    -------
Net cash provided by operating activities                                          3,378        195
                                                                                 -------    -------

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of business, net of cash acquired                                    (24,264)         -
Purchase of property and equipment                                                  (203)      (164)
Proceeds from sale of property and equipment                                           7          -
                                                                                 -------    -------
Net cash used in investing activities                                            (24,460)      (164)
                                                                                 -------    -------
CASH FLOWS FROM FINANCING ACTIVITIES
Repurchase of common stock                                                           (62)      (770)
                                                                                 -------    -------
Net cash used in financing activities                                                (62)      (770)
                                                                                 -------    -------

Effects of exchange rates on cash                                                    129         32
                                                                                 -------    -------

Net cash used in all activities                                                  (21,015)      (707)
Cash and cash equivalents at beginning of period                                  28,611     25,710
                                                                                 -------    -------
Cash and cash equivalents at end of period                                       $ 7,596    $25,003
                                                                                 =======    =======
Cash payments for:
  Domestic and foreign income taxes                                              $ 1,583    $    11

Details of acquisition:
  Fair value of assets acquired, net of cash acquired                            $15,852
  Liabilities assumed                                                             (8,408)
  Goodwill resulting from acquisition                                             16,820
                                                                                 -------
Net cash paid for acquisition                                                    $24,264
                                                                                 =======


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. 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 consolidated entity is comprised of inTEST Corporation (parent) and our wholly-owned subsidiaries.

During 2016, we reorganized our business from three product segments (Thermal Products, Mechanical Products and Electrical Products) into two product segments (inTEST Thermal Products ("Thermal") and inTEST Electromechanical Semiconductor Products ("EMS"). Certain operational changes undertaken in the first quarter of 2016 in connection with this reorganization are discussed further in Note 3 of our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission on March 27, 2017 (the "2016 Form 10-K"). Accordingly, effective January 1, 2017, we have two reportable segments, which are also our reporting units. Prior period information has been reclassified to be comparable to the presentation for 2017.

On May 24, 2017, we completed the acquisition of Ambrell Corporation ("Ambrell"). The acquisition was completed by acquiring all of the outstanding capital stock of Ambrell. Ambrell is a manufacturer of precision induction heating systems which are used to conduct fast, efficient, repeatable non-contact heating of metals or other electrically conductive materials, in order to transform raw materials into finished parts. The Ambrell acquisition will complement our current thermal technologies and broaden our diverse customer base, allowing expansion within many non-ATE related markets, such as consumer product packaging, fiber-optics, automotive and other markets. Ambrell's operations will be included in our Thermal segment. Ambrell manufactures its products in the U.S. and conducts marketing and support activities from its facilities in the U.S., the Netherlands and the U.K. This acquisition is discussed further in Note 3.

The ATE 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 ATE 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. 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, we may not be able to successfully integrate any business we do acquire 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, contingent consideration liabilities and deferred tax assets and liabilities, including related valuation allowances, are particularly impacted by estimates.


- 5 -

 

inTEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 2016 Form 10-K.

Reclassification

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

Business Combinations

Acquired businesses are accounted for using the purchase method of accounting, which requires that the purchase price be allocated to the net assets acquired at their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Fair values of intangible assets are estimated by valuation models prepared by our management and third party advisors. The assets purchased and liabilities assumed have been reflected in our consolidated balance sheets, and the results are included in the consolidated statements of operations and consolidated statements of cash flows from the date of acquisition. Any change in the fair value of acquisition-related contingent consideration subsequent to the acquisition date, including changes from events after the acquisition date, will be recognized within general and administrative expense in the period of the estimated fair value change. Acquisition-related transaction costs, including legal and accounting fees and other external costs directly related to the acquisition, are recognized separately from the acquisition and expensed as incurred in general and administrative expense in the consolidated statements of operations.

Fair Value Measurements

The fair values of our financial instruments reflect the amounts that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price).

The carrying amounts of our financial instruments of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value due to their short maturities.

We carry our contingent consideration liability at fair value. In accordance with the three-tier fair value hierarchy, we determined the fair value of our contingent consideration liability using the income approach with assumed discount rates and payment probabilities. The income approach uses Level 3, or unobservable inputs, as defined under the accounting guidance for fair value measurements. See Notes 3 and 4 for more information regarding our contingent consideration liability.

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 $90 and $118 for the six months ended June 30, 2017 and 2016, respectively.

- 6 -

 

inTEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 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, income tax 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 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.

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 9.

- 7 -

 

inTEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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, 2017.

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, 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 our consolidated statement of operations. 

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.

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:

- 8 -

inTEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Three Months Ended
        June 30,         

Six Months Ended
       June 30,        

 

2017

2016

2017

2016

Weighted average common shares outstanding - basic

10,277,155

10,295,836

10,270,860

10,342,919

Potentially dilutive securities:

 

 

 

 

     Unvested shares of restricted stock and stock options

      57,739

      14,856

      44,255

      14,549

Weighted average common shares and common share
  equivalents outstanding - diluted


10,334,894


10,310,692


10,315,115


10,357,468

 

 

 

 

 

Average number of potentially dilutive securities excluded
   from calculation


96,000


19,800


71,630


17,516

Effect of Recently Adopted Amendments to Authoritative Accounting Guidance

In March 2016, the Financial Accounting Standards Board (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 were effective for us as of January 1, 2017. The implementation of these amendments did not 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 were effective for us as of January 1, 2017. The implementation of these amendments did not have a material impact on our consolidated financial statements.

Effect of Recently Issued Amendments to Authoritative Accounting Guidance

In May 2017, the FASB issued amendments to the guidance on accounting for a change to the terms or conditions (modification) of a share-based payment award. The amendments provide that an entity should account for the effects of a modification unless the fair value and vesting conditions of the modified award and the classification of the modified award (equity or liability instrument) are the same as the original award immediately before the modification. The amendments are effective for us as of January 1, 2018. Early adoption is permitted. The amendments are to be applied prospectively to an award modified on or after the adoption date. We do not expect the implementation of the amendments to have a material impact on our consolidated financial statements.

In January 2017, the FASB issued amendments to the guidance on accounting for goodwill impairment. The amendments simplify the accounting for goodwill impairment by removing Step II of the goodwill impairment test, which requires a hypothetical purchase price allocation. Under the amendments, a goodwill impairment will now be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The amendments will be applied prospectively and are effective for us as of January 1, 2020, with early application permitted beginning January 1, 2017. We do not expect the implementation of the amendments to have a material impact on our consolidated financial statements.


- 9 -

inTEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In January 2017, the FASB issued amendments to clarify the current guidance on the definition of a business. The objective of the amendments is to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments are effective for us as of January 1, 2018, with early application permitted. We do not expect the implementation of these amendments to have a material impact on our consolidated financial statements.

In November 2016, the FASB issued amendments to the guidance on presentation of restricted cash within the statement of cash flows. The amendments require that restricted cash be included within cash and cash equivalents on the statement of cash flows. The amendments are effective for us as of January 1, 2018, and are to be applied retrospectively. Early application 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 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 as of 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 currently plan to implement this new guidance on January 1, 2018 with a cumulative adjustment to retained earnings as opposed to retrospectively adjusting prior periods. During the fourth quarter of 2016, we completed a preliminary review of all our revenue streams to identify any differences in timing, measurement or presentation of revenue recognition. Our implementation process is ongoing; however, based on the results of our assessment to date, we currently do not expect the implementation of this new guidance to have a significant impact on the timing or amount of revenue we recognize in any given period in comparison to the amount recognized under current guidance.

(3)  ACQUISITION

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

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

The acquisition of Ambrell has been accounted for as a business combination using purchase accounting, and, accordingly, the results of Ambrell have been included in our consolidated results of operations from the date of acquisition. The allocation of the purchase price for Ambrell is not yet complete. As a result, the values reflected below are preliminary and

- 10 - 

inTEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(3)  ACQUISITION (Continued)

we expect them to change. The preliminary allocation of the Ambrell purchase price was based on estimated fair values as of May 24, 2017. We are currently working with third-party valuation specialists to assist us with determining the fair value of intangible assets acquired, the related deferred tax liabilities, our liability for contingent consideration and any step-up in the fair value of inventories acquired. We have not yet received their final report. In addition, the final fair values assigned to acquired property and equipment are also preliminary as we have not yet had adequate time to complete our review of salvage values and estimated useful lives. We are also in the process of reviewing the final working capital adjustment and are currently working through certain discrepancies in the calculation between ourselves and the seller. Adjustments to these preliminary amounts will be included in the final allocation of the purchase price for Ambrell, which we expect to finalize in the third quarter of 2017. These adjustments could be material.

The excess of the purchase price over the identifiable intangible and net tangible assets was allocated to goodwill and is not deductible for tax purposes. Goodwill is attributed to synergies that are expected to result from the operations of the combined businesses.

The total preliminary purchase price of $24,334 was comprised of:

Cash paid to acquire the capital stock of Ambrell

$22,742 

Estimated fair value of contingent consideration

2,302 

Estimated working capital adjustments

    (710)

Total preliminary purchase price

$24,334

As noted above, the consideration paid for the acquisition of Ambrell includes contingent consideration based on the future adjusted EBITDA of Ambrell. Adjusted EBITDA is earnings (or loss) from operations before interest expense, benefit or provision for income taxes, depreciation and amortization, and excludes other non-recurring income and expense items as defined in Exhibit B of the stock purchase agreement for Ambrell. The first earnout, to be paid after calendar year 2017 is completed, will be an amount equal to 8x Ambrell's adjusted EBITDA for 2017 minus the $22,000 paid at closing. The second earnout, to be paid after calendar year 2018 is completed, is an amount equal to 8x Ambrell's adjusted EBITDA for 2018 minus the sum of the $22,000 paid at closing and any earnout paid with respect to 2017. The 2017 and 2018 earnouts, in the aggregate, are capped at $18,000. We based our initial valuation of the contingent consideration on the range of projected estimated EBITDA of $1,485 to $3,175 for 2017 and $1,835 to $3,479 for 2018. This resulted in a range of payouts between $2,988 and $5,688. We discounted the range of payouts by an estimated cost of capital of 18.5% and probability weighted the results to arrive at an estimated fair value of $2,302, which was recorded as a contingent consideration liability as of the acquisition date. As previously noted, we are currently working with valuation specialists to finalize the estimate of the fair value of contingent consideration as of the acquisition date, and have not yet received their final report.

The total preliminary purchase price of $24,334 has been allocated as follows:

Goodwill

$16,820 

Identifiable intangible assets

9,500 

Tangible assets acquired and liabilities assumed:

 

    Cash

70 

    Trade accounts receivable

3,621 

    Inventories

1,917 

    Other current assets

200 

    Property and equipment

614 

    Accounts payable

(1,420)

    Accrued expenses

(1,280)

    Customer advances

(554)

    Deferred tax liability

  (5,154)

Total preliminary purchase price

$24,334 

- 11 -

inTEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(3)  ACQUISITION (Continued)

We estimated the fair value of identifiable intangible assets acquired using a combination of the income, cost and market approaches. As part of the preliminary valuation analysis, we identified intangible assets, including technology, trade names, customer relationships and backlog. The fair value of the identifiable intangible assets is determined primarily using the income approach, which requires a forecast of all expected future cash flows. Since all information required to perform a detailed valuation of Ambrell's intangible assets is not yet available, we used certain assumptions based on historical and industry data for our preliminary valuation. As previously noted, we are currently working with valuation specialists to finalize the estimate of the fair value of identifiable intangible assets as of the acquisition date, and have not yet received their final report. The following table summarizes the estimated fair value of Ambrell's identifiable intangible assets and their estimated useful lives and uses the straight-line method of amortization:

 



Fair
Value

Weighted
Average
Estimated
Useful Life

 

 

(in years)

Customer relationships

$6,500

6     

Patented technology

1,500

10     

Customer backlog

1,000

1     

Ambrell trade name

     500

4     

Total intangible assets

$9,500

6     

As discussed above, these preliminary estimates of fair value and estimated useful lives will likely differ from final amounts we will calculate after completing our final valuation analysis, including receiving the final report from the valuation specialists we have engaged to assist us in this area. The difference could be material. A 10% change in the valuation of intangible assets would cause a corresponding increase or decrease in the balance of goodwill and annual amortization expense of approximately $158, assuming an overall weighted-average useful life of 6 years.

For the period from May 24, 2017 to June 30, 2017, Ambrell contributed $1,995 of net revenues and $30 of net income.

The following unaudited pro forma information gives effect to the acquisition of Ambrell as if the acquisition occurred on January 1, 2016. These proforma summaries do not reflect any operating efficiencies or costs savings that may be achieved by the combined businesses. These proforma summaries are presented for informational purposes only and are not necessarily indicative of what the actual results of operations would have been had the acquisition taken place as of that date, nor are they indicative of future consolidated results of operations:

 

Three Months Ended
        June 30,        

Six Months Ended
        June 30,        

 

2017

2016

2017

2016

Net revenues

$18,896

$15,737 

$37,688

$28,767 

Net earnings (loss)

$  1,936

$       (3)

$  3,841

$   (409)

Diluted earnings (loss) per share

$0.19

$(0.00)

$0.37

$(0.04)

The pro forma results shown above do not reflect the impact on general and administrative expense of investment advisory costs, legal costs and other costs of $849 incurred by us as a direct result of the transaction.

(4)  FAIR VALUE MEASUREMENTS

ASC Topic 820 (Fair Value Measurement) establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and our own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances.

- 12 -

inTEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


(4)  FAIR VALUE MEASUREMENTS (Continued)

ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes among the following:

Level 1

Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access.

 

 

Level 2

Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly.

 

 

Level 3

Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by us in determining fair value is greatest for instruments categorized in Level 3. A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Recurring Fair Value Measurements

The contingent consideration liability on our balance sheet is measured at fair value on a recurring basis using Level 3 inputs. Our contingent consideration liability is a result of our acquisition of Ambrell on May 24, 2017, and it represents the estimated fair value of the additional cash consideration payable that is contingent upon the achievement of certain financial results by Ambrell in 2017 and 2018, as discussed more fully in Note 3. The fair value of this Level 3 instrument involves generating various scenarios for projected adjusted EBITDA over a specified time period, calculating the associated contingent consideration payments and discounting the average payments to present value.

As discussed further in Note 3, our purchase price allocation, including the determination of the fair value of the contingent consideration liability as of the acquisition date, is still preliminary and we expect it to change. We expect to complete our purchase price allocation during the third quarter of 2017.

The following fair value hierarchy table presents information about liabilities measured at fair value on a recurring basis:

 

Amounts at

Fair Value Measurement Using

 

Fair Value

Level 1

Level 2

Level 3

As of June 30, 2017

 

 

 

 

Contingent consideration liability

$2,302

$       -

$       -

$2,302


(5)  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, Thermonics, Inc. ("Thermonics") in January 2012 and Ambrell in May 2017. All of our goodwill and intangible assets are allocated to our Thermal segment. Our allocation of the purchase price for Ambrell is not yet complete; as a result, the values reflected below for intangible assets and goodwill related to the Ambrell acquisition are preliminary and we expect them to change. The preliminary allocation of the Ambrell purchase price was based on estimated fair values as of May 24, 2017. Adjustments to these estimates will be included in the final allocation of the purchase price of Ambrell. These adjustments could be material. We expect to finalize the purchase price allocation in the third quarter of 2017.

- 13 -

inTEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


(5)  GOODWILL AND INTANGIBLE ASSETS (Continued)

Goodwill

Changes in the amount of the carrying value of goodwill for the six months ended June 30, 2017 are as follows:

 

Sigma

Thermonics

Ambrell

Total

Balance - January 1, 2017

$1,656  

$50      

$           -

$  1,706

Acquisition of Ambrell

          -  

     -      

  16,820

  16,820

Balance - June 30, 2017

$1,656  

$50      

$16,820

$18,526

Intangible Assets

Changes in the amount of the carrying value of finite-lived intangible assets for the six months ended June 30, 2017 are as follows:

Balance - January 1, 2017

$   365  

Acquisition of Ambrell

9,500  

Amortization

   (303) 

Balance - June 30, 2017

$9,562  

The following tables provide further detail about our intangible assets as of June 30, 2017 and December 31, 2016:

 

                 June 30, 2017               

 

Gross
Carrying
Amount


Accumulated Amortization

Net
Carrying
Amount

Finite-lived intangible assets:

 

 

 

   Customer relationships

$  7,980

$1,492   

$  6,488

   Patented technology

2,090

457   

1,633

   Software

270

236   

34

   Trade name

640

150   

490

   Customer backlog

    1,000

       83   

       917

Total finite-lived intangible assets

11,980

2,418   

9,562

Indefinite-lived intangible assets:

 

 

 

   Sigma trademark

       510

          -   

       510

Total intangible assets

$12,490

$2,418   

$10,072

 

     December 31, 2016     

 

Gross Carrying Amount


Accumulated Amortization

Net
Carrying Amount

Finite-lived intangible assets:

 

 

 

   Customer relationships

$1,480

$1,328   

$   152

   Patented technology

590

424   

166

   Software

270

223   

47

   Trade name

     140

     140   

          -

Total finite-lived intangible assets

2,480

2,115   

365

Indefinite-lived intangible assets:

 

 

 

   Sigma trademark

     510

          -   

     510

Total intangible assets

$2,990

$2,115   

$   875


- 14 -

inTEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(5)  GOODWILL AND INTANGIBLE ASSETS (Continued)

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.

Total amortization expense for our finite-lived intangible assets was $303 and $116, respectively, for the six months ended June 30, 2017 and 2016. The following table sets forth the estimated annual amortization expense for each of the next five years:

2017 (remainder)

$1,285

2018

$1,840

2019

$1,397

2020

$1,388

2021

$1,301

(6)  MAJOR CUSTOMERS

During the six months ended June 30, 2017 and 2016, Texas Instruments Incorporated accounted for 15% and 11% of our consolidated net revenues, respectively. While both of our operating segments sold products to this customer, these revenues were primarily generated by our EMS segment. During the six months ended June 30, 2017 and 2016, Hakuto Co., Ltd., one of our distributors, accounted for 13% and 15% of our consolidated net revenues, respectively. These revenues were generated by our Thermal segment. No other customers accounted for 10% or more of our consolidated net revenues during the six months ended June 30, 2017 and 2016.

(7)  INVENTORIES

Inventories held at June 30, 2017 and December 31, 2016 were comprised of the following:

 

June 30,
   2017   

Dec. 31,
   2016   

Raw materials

$3,817  

$2,695  

Work in process

1,238  

728  

Inventory consigned to others

317  

81  

Finished goods

     840  

     172  

Total inventories

$6,212  

$3,676  

(8)  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, 2017 and December 31, 2016 consisted of the following:

 

 


L/C


Lease

Letters of Credit
  Amount Outstanding  

 

Original L/C
Issue Date

Expiration
    Date    

Expiration
    Date    

June 30,
   2017   

Dec. 31,
   2016   

Mt. Laurel, NJ

3/29/2010    

3/31/2018    

4/30/2021    

$125    

$125    

Mansfield, MA

10/27/2010    

11/08/2018    

8/23/2021    

    50    

    50    

 

 

 

 

$175    

$175    

- 15 -

inTEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(9)   STOCK-BASED COMPENSATION

As of June 30, 2017, we have unvested restricted stock awards and stock options granted under stock-based employee compensation plans that are described more fully in Note 12 to the consolidated financial statements in our 2016 Form 10-K.

As of June 30, 2017, total unrecognized compensation expense related to unvested restricted stock awards and stock options was $732. The weighted average period over which this expense is expected to be recognized is 3.0 years. The following table shows the allocation of the compensation expense we recorded during the three and six months ended June 30, 2017 and 2016, respectively, related to stock-based compensation:

 

Three Months Ended
      June 30,       

Six Months Ended
     June 30,      

 

2017

2016

2017

2016

Cost of revenues

$  1   

$  2   

$  4   

$  5   

Selling expense

-   

2   

-   

3   

Engineering and product development expense

1   

3   

4   

5   

General and administrative expense

  96   

  132   

  178   

  165   

 

$98   

$139   

$186   

$178   

There was no stock-based compensation expense capitalized in the six months ended June 30, 2017 or 2016.

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 of stockholders in June 2016. The total compensation expense related to the shares granted in 2016 was $98, and it was recorded upon the re-election of these directors. In March 2017, we granted 22,500 shares of restricted stock to these same directors. These shares vested 25% upon the grant date and will vest an additional 25% at each of June 30, September 30, and December 31, 2017. The total compensation expense related to these shares is $143 and it will be recorded as the shares vest during 2017.

The following table summarizes the activity related to unvested shares of restricted stock for the six months ended June 30, 2017:

 


Number
of Shares

Weighted
Average
Grant Date
Fair Value

Unvested shares outstanding, January 1, 2017

97,025 

$4.04    

   Granted

55,000 

6.35    

   Vested

(34,725)

4.55    

   Forfeited

            - 

-    

Unvested shares outstanding, June 30, 2017

117,300 

4.97    

The total fair value of the shares that vested during the six months ended June 30, 2017 and 2016 was $197 and $138, 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.

- 16 -

inTEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


(9)   STOCK-BASED COMPENSATION (Continued)

The fair value for stock options granted during the six months ended June 30, 2017 and 2016 was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

 

2017

2016

Risk-free interest rate

2.14%

1.30%

Dividend yield

0.00%

0.00%

Expected common stock market price volatility factor

.39

.40

Weighted average expected life of stock options (years)

6

4

The per share weighted average fair value of stock options issued during the six months ended June 30, 2017 and 2016 was $2.64 and $1.43, respectively.

The following table summarizes the activity related to stock options for the six months ended June 30, 2017:

 


Number
of Shares

Weighted
Average
Grant Date
Fair Value

Options outstanding, January 1, 2017 (none exercisable)

19,800 

$4.37    

   Granted

96,000 

6.35    

   Exercised

-    

   Forfeited

            - 

-    

Options outstanding, June 30, 2017 (4,950 exercisable)

115,800 

6.01    

(10)  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 (the "Exchange Act"), or in privately negotiated transactions (the "2015 Repurchase Plan"). Repurchases may also be made under trading plans entered into with RW Baird & Co. (each a "10b5-1 Plan"), which permit shares to be repurchased when we might otherwise be precluded from doing so under insider trading laws. The timing, price 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. To date, all purchases have been made in accordance with 10b5-1 Plans which provided for purchases to be made so long as the price did not exceed a maximum price. Recently, the price of our shares has exceeded the cap. Management is considering new parameters for future purchases and may enter into a new 10b5-1 Plan at some point under those new parameters. As of June 30, 2017 all of our 10b5-1 Plans had expired. 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, 2017 and 2016, we repurchased 13,883 and 190,725 shares under the 2015 Repurchase Plan, respectively. The total cost to repurchase these shares was $62 and $770, respectively. As of June 30, 2017, we had repurchased a total of 297,020 shares under the 2015 Repurchase Plan at a cost of $1,195. All of the repurchased shares were retired.

(11)  EMPLOYEE BENEFIT PLANS

We have defined contribution 401(k) plans 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 inTEST Corporation Incentive Savings Plan (the "inTEST 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, 2017 and 2016, we recorded $245 and $249 of expense for matching contributions, respectively.

- 17 -


inTEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


(11)  EMPLOYEE BENEFIT PLANS (Continued)

All permanent employees of Ambrell Corporation are immediately eligible to participate in the Ambrell Corporation Savings & Profit Sharing Plan (the "Ambrell Plan") upon employment and are eligible for employer matching contributions after completing one year of service, as defined in the Ambrell Plan. The Ambrell Plan allows eligible employees to make voluntary contributions up to 100% of compensation, up to the federal government contribution limits. We will make a matching contribution of 25% of each employee's contributions up to a maximum of 2% of such employee's compensation. From the date of acquisition through June 30, 2017, we made matching contributions of $5.


(12)  SEGMENT INFORMATION

As discussed in Note 1, during 2016, we reorganized our business from three product segments (Thermal Products, Mechanical Products and Electrical Products) into two product segments (Thermal and EMS). Accordingly, effective January 1, 2017, we have two reportable segments, which are also our reporting units. Prior period information has been reclassified to be comparable to the presentation for 2017.

Thermal includes the operations of Temptronic Corporation, Thermonics, Sigma, inTEST Thermal Solutions GmbH (Germany), inTEST Pte, Limited (Singapore) and Ambrell, which we acquired in May 2017, as discussed in Note 3. Sales of this segment consist primarily of temperature management systems which we design, manufacture and market under our Temptronic, Thermonics and Sigma product lines, and precision induction heating systems which are designed, manufactured and marketed by Ambrell. In addition, this segment provides post-warranty service and support.

EMS includes the operations of our manufacturing facilities in Mt. Laurel, New Jersey and Fremont, California. Sales of this segment consist primarily of manipulator, docking hardware and tester interface products, which we design, manufacture and market.

We operate our business worldwide, and both segments sell their products both domestically and internationally. Both segments sell to semiconductor manufacturers, third-party test and assembly houses and ATE manufacturers. Thermal also sells into a variety of markets outside of the ATE market, including the automotive, consumer electronics, defense/aerospace, energy, industrial and telecommunications markets.

 

Three Months Ended
       June 30,      

Six Months Ended
      June 30,      

Net revenues:

2017    

2016    

2017    

2016    

Thermal

$  9,194 

$  5,594 

$16,970 

$10,788 

EMS

    6,694 

    4,891 

  13,098 

    8,344 

 

$15,888 

$10,485 

$30,068 

$19,132 

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

 

 

 

 

Thermal

$ 1,350 

$  734 

$ 3,196 

$1,307 

EMS

2,163 

708 

3,861 

359 

Corporate

 (1,177)

  (693)

 (1,549)

  (793)

 

$ 2,336 

$  749 

$ 5,508 

$  873 

Net earnings (loss):

 

 

 

 

Thermal

$   835 

$  476 

$2,045 

$  849 

EMS

1,338 

460 

2,450 

233 

Corporate

   (728)

  (450)

   (972)

  (515)

 

$1,445 

$  486 

$3,523 

$  567 

 

- 18 -

 

inTEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


(12)  SEGMENT INFORMATION (Continued)

 

 

 

June 30,
   2017   

Dec. 31,
   2016   

Identifiable assets:

 

 

 

 

Thermal

 

 

$47,218 

$19,893 

EMS

 

 

   9,486 

  22,951 

 

 

 

$56,704 

$42,844 


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,     

 

2017    

2016    

2017    

2016    

Net revenues:

 

 

 

 

U.S.

$  4,580 

$  2,903 

$  7,466 

$  5,630 

Foreign

  11,308 

   7,582 

  22,602 

  13,502 

 

$15,888 

$10,485 

$30,068 

$19,132 

 

 

 

 

 

 

 

 

June 30,
   2017   

Dec. 31,
   2016   

Property and equipment:

 

 

 

 

U.S.

 

 

$1,125 

$   691 

Foreign

 

 

     400 

     253 

 

 

 

$1,525 

$   944 

 

 

 

 

- 19 -

_____________________________________________________ 

 

 

 

 

 

 

 

 

 


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 2016 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 2016 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 2016 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. As further discussed below, on May 24, 2017, we acquired Ambrell. Ambrell sells its products almost exclusively to customers in the industrial market which is a non-ATE market. We expect that the acquisition of Ambrell will significantly reduce our dependence on customers in the ATE market. We expect that our future orders and net revenues will be approximately equally split between the ATE and non-ATE markets. 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.


- 20 -

 

inTEST CORPORATION


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

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.

As part of our ongoing strategy to reduce the impact of ATE market volatility on our business operations, we continue 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. As previously mentioned, Ambrell, which we acquired in May 2017, sells its products almost exclusively to customers in the industrial market, which is one of the non-ATE markets we serve. We expect that the acquisition of Ambrell will significantly increase our orders and net revenues from markets outside the ATE market. As a result, we expect that our future orders and net revenues will be approximately equally split between the ATE and non-ATE markets.

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 original equipment manufacturers ("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 OEMs specifying other suppliers as primary vendors, with less frequent opportunities to compete for such designations, (iii) the in-house manufacturing activities of OEMs building certain products we have historically sold to them, including manipulators, docking hardware and tester interfaces, 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 that 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.

Acquisition

On May 24, 2017, we completed the acquisition of Ambrell by acquiring all of the outstanding capital stock of Ambrell. Ambrell is a manufacturer of precision induction heating systems. Ambrell's systems are used to conduct fast, efficient, repeatable non-contact heating of metals or other electrically conductive materials, in order to transform raw materials into finished parts. The Ambrell acquisition will complement our current thermal technologies and broaden our diverse customer

- 21 -

inTEST CORPORATION


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

base, allowing expansion within many non-ATE related markets, such as consumer product packaging, fiber-optics, automotive and other markets. This acquisition has been accounted for as a business combination using purchase accounting. The purchase price for Ambrell was $22 million in cash paid at closing, subject to a customary post-closing working capital adjustment. Additional consideration in the form of earnouts may be paid based upon a multiple of adjusted EBITDA for 2017 and 2018. The 2017 and 2018 earnouts, in the aggregate, are capped at $18 million. For further discussion of the acquisition, see Note 3 to our consolidated financial statements.

Orders and Backlog

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

 

Three
Months Ended
   June 30,   

   Change   

Three
Months Ended
  March 31,  

    Change    

 

2017

2016

$

%

2017

$

%

Orders:

 

 

 

 

 

 

 

Thermal

$  8,775

$  8,186

$   589 

7%

$  7,260    

$ 1,515 

21 %

EMS

    5,817

    4,413

  1,404 

32%

    7,772    

 (1.955)

(25)%

 

$14,592

$12,599

$1,993 

16%

$15,032    

$  (440)

(3)%

 

 

 

 

 

 

 

 

ATE market

$  8,689

$  8,217

$   472 

6%

$11,559    

$(2,968)

(25)%

Non-ATE market

   5,903

   4,382

  1,521 

35%

    3,473    

   2,528 

70 %

 

$14,592

$12,599

$1,993 

16%

$15,032    

$  (440)

(3)%

 

 

Six
Months Ended
   June 30,   

   Change   

 

 

 

2017

2016

$

%

 

 

 

Orders:

 

 

 

 

 

 

 

Thermal

$16,035

$13,302

$2,733 

21%

 

 

 

EMS

  13,589

    9,135

  4,454 

49%

 

 

 

 

$29,624

$22,437

$7,187 

32%

 

 

 

 

 

 

 

 

 

 

 

ATE market

$20,248

$16,064

$4,184 

26%

 

 

 

Non-ATE market

    9,376

   6,373

  3.003 

47%

 

 

 

 

$29,624

$22,437

$7,187 

32%

 

 

 

Total consolidated orders for the quarter ended June 30, 2017 were $14.6 million compared to $12.6 million for the same period in 2016 and $15.0 million for the quarter ended March 31, 2017. During the quarter ended June 30, 2017, the orders of our Thermal segment included $2.3 million of orders attributable to Ambrell, which we acquired on May 24, 2017, as previously discussed. Of the orders attributable to Ambrell, $98,000 were from customers in the ATE market and the balance were from non-ATE market customers. Adjusted to eliminate the impact of the orders attributable to Ambrell, our consolidated orders would have decreased $333,000, or 3%, as compared to the same period in 2016, and $2.8 million, or 18%, as compared to the first quarter of 2017. We attribute the reduction in demand during the second quarter of 2017 as compared to the first quarter of the year to a shift in the timing of orders being placed by our ATE customers. We believe that the increase in demand that we typically see in the second quarter of the year came earlier than it historically has (during the fourth quarter of 2016 and the first quarter of 2017) and contributed, in part, to the significant growth in order levels that we experienced during these periods.

- 22 -


inTEST CORPORATION


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

Total consolidated orders for the six months ended June 30, 2017 were $29.6 million compared to $22.4 million for the same period in 2016. Adjusted to eliminate the impact of orders attributable to Ambrell, our consolidated orders for the six months ended June 30, 2017 would have been $27.3 million, and would have increased $4.9 million, or 22%, as compared to the same period in 2016. Although we experienced increased demand from both ATE and non-ATE market customers, the largest increase in demand was from our customers in the ATE market. This higher level of demand is being driven, in part, by the increasing number of ICs utilized in the automotive industry and the need to test those ICs. In addition, demand for ATE is also being driven by products which enable the Internet of Things (IoT) and the increasing number of ICs in consumer electronics and industrial applications.

Adjusted to eliminate the orders attributable to Ambrell, orders from customers in non-ATE markets for the quarter ended June 30, 2017 were $3.7 million, or 30% of total consolidated orders, compared to $4.4 million, or 35% of total consolidated orders, for the same period in 2016 and $3.5 million, or 23% of total consolidated orders, for the quarter ended March 31, 2017. Adjusted to eliminate the orders attributable to Ambrell, orders from customers in non-ATE markets for the six months ended June 30, 2017, were $7.1 million, or 26% of total consolidated orders as compared to $6.4 million, or 28% of total consolidated orders for the same period in 2016. The increase in demand in the first six months of 2017 as compared to the same period in 2016 primarily reflects increased demand from the manufacturers of optical transceiver products. To a lesser extent there were also increases in demand from customers in the automotive markets. These increases were partially offset by a decrease from customers in the defense/aerospace market. The level of our orders in these non-ATE markets has varied in the past, and we expect it will vary significantly in the future as we build our presence in these markets and establish new markets for our products.

At June 30, 2017, our backlog of unfilled orders for all products was approximately $11.1 million compared with approximately $5.7 million at June 30, 2016 and $8.2 million at March 31, 2017. At June 30, 2017, our backlog included $4.4 million attributable to Ambrell. Our backlog includes customer orders which we have accepted, substantially all of which we expect to deliver in 2017. 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 (in thousands).

 

Three
Months Ended
   June 30,   

   Change   

Three
Months Ended
  March 31,  

    Change    

 

2017

2016

$

%

2017

$

%

Net revenues:

 

 

 

 

 

 

 

Thermal

$  9,194

$  5,594

$3,600 

64%

$  7,776    

$1.418 

18 %

EMS

   6,694

   4,891

  1,803 

37%

    6,404    

     290 

5 %

 

$15,888

$10,485

$5,403 

52%

$14,180    

$1,708 

12 %

 

 

 

 

 

 

 

 

ATE market

$10,155

$  7,960

$2,195 

28%

$10,439    

$ (284)

(3)%

Non-ATE market

   5,733

   2,525

  3,208 

127%

    3,741    

 1,992 

53 %

 

$15,888

$10,485

$5,403 

52%

$14,180    

$1,708 

12 %

 

 

- 23 -

 


inTEST CORPORATION


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

 

Six
Months Ended
   June 30,   

   Change   

 

 

 

 

2017

2016

$

%

 

 

 

Net revenues:

 

 

 

 

 

 

 

Thermal

$16,970

$10,788

$  6,182 

57%

 

 

 

EMS

  13,098

   8,344

    4,754 

57%

 

 

 

 

$30,068

$19,132

$10,936 

57%

 

 

 

 

 

 

 

 

 

 

 

ATE market

$20,594

$14,029

$  6,565 

47%

 

 

 

Non-ATE market

    9,474

   5,103

    4,371 

86%

 

 

 

 

$30,068

$19,132

$10,936 

57%

 

 

 

Total consolidated net revenues for the quarter ended June 30, 2017 were $15.9 million compared to $10.5 million for the same period in 2016 and $14.2 million for the quarter ended March 31, 2017. During the quarter ended June 30, 2017, we recorded $2.0 million in net revenues attributable to Ambrell, $31,000 of which were from customers in the ATE market and the balance of which were from non-ATE market customers. Total consolidated net revenues for the first six months of 2017 were $30.1 million compared to $19.1 million for the same period in 2016. The significant increase in our net revenues in the first six months of 2017 as compared to the same period in 2016 reflects the aforementioned strengthening in demand within both the ATE and non-ATE markets. Adjusted to eliminate the net revenues attributable to Ambrell, as a percent of our total consolidated net revenues, net revenues from customers in non-ATE markets were 27% for both the quarter and six months ended June 30, 2017 compared to 24% and 27%, respectively, for the comparable prior periods, and 26% for the first quarter of 2017.

Product/Customer Mix

Both of our 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 segment also sells into a variety of other markets, including the automotive, consumer electronics, defense/aerospace, energy, industrial and telecommunications markets, and, as a result of the acquisition of Ambrell, the consumer products packaging, fiber optics and other 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, 2017 and 2016, our OEM sales as a percentage of net revenues were 8% and 7%, 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 two 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.

- 24 -


inTEST CORPORATION


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

Quarter Ended June 30, 2017 Compared to Quarter Ended June 30, 2016

Net Revenues. Net revenues were $15.9 million for the quarter ended June 30, 2017 compared to $10.5 million for the same period in 2016, an increase of $5.4 million, or 52%. Our net revenues for the quarter ended June 30, 2017 included $2.0 million of net revenues attributable to Ambrell. We believe the increase in our net revenues during the second quarter of 2017 primarily reflects the factors previously discussed in the Overview.

Gross Margin. Our consolidated gross margin was 53% for the quarter ended June 30, 2017 as compared to 51% for the same period in 2016. The increase in gross margin primarily reflects a reduction in our component material costs as a result of changes in product and customer mix. Although our fixed operating costs increased $641,000 in absolute dollar terms, this increase was absorbed by the higher net revenue levels and, as a result, these costs represented 12% of our net revenues in each of the quarters ended June 30, 2017 and 2016. Of the $641,000 increase in the absolute dollar value of these costs, $404,000 represents the fixed operating costs attributable to Ambrell. The remaining $237,000 increase in our fixed operating costs primarily reflects higher salary and benefits expense for our Thermal segment as a result of an increased use of temporary labor for operations support due to the increased order and shipment activity.

Selling Expense. Selling expense was $1.9 million for the quarter ended June 30, 2017 compared to $1.5 million for the same period in 2016, an increase of $400,000, or 27%. Our expense for the quarter ended June 30, 2017 included $317,000 of selling costs attributable to Ambrell. The remaining increase of $83,000 primarily reflects higher levels of commission expense reflecting the higher net revenues, and to a lesser extent, an increase in salary and benefits expense for our Thermal segment.

Engineering and Product Development Expense. Engineering and product development expense was $982,000 in each of the quarters ended June 30, 2017 and 2016. Engineering expense attributable to Ambrell in the second quarter of 2017 was $82,000. Adjusted to eliminate this amount, engineering expense would have decreased $82,000, or 8%, for the second quarter of 2017 as compared to same period in 2016. This decrease primarily reflects reduced spending on legal matters related to our intellectual property and, to a lesser extent, a decrease in the cost of materials used in new product development for our Thermal segment.

General and Administrative Expense. General and administrative expense was $3.3 million for the quarter ended June 30, 2017 compared to $2.1 million for the same period in 2016, an increase of $1.1 million, or 53%. Our expenses for the second quarter of 2017 included $849,000 of transaction costs related to the acquisition of Ambrell on May 24, 2017, and $536,000 of general and administrative expense attributable to Ambrell. Our expenses for the second quarter of 2016 included $456,000 of transaction costs related to an acquisition that did not close. Adjusted to eliminate these items, general and administrative expense would have increased $212,000 or 13%, primarily reflecting an increase in accruals for profit related bonuses and higher salary and benefits expense.

Income Tax Expense. For the quarter ended June 30, 2017, we recorded income tax expense of $891,000 compared to $263,000 for the same period in 2016. Our effective tax rate was 38% for the quarter ended June 30, compared to 35% for the same period in 2016. 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. The increase in the effective tax rate primarily reflects not recording tax benefits on losses incurred in Ambrell's European operations, as we do not expect to be able to utilize them due to expected changes to our operating structure.

Six Months Ended June 30, 2017 Compared to Six Months Ended June 30, 2016

Net Revenues. Net revenues were $30.1 million for the six months ended June 30, 2017 compared to $19.1 million for the same period in 2016, an increase of $10.9 million, or 57%. Our net revenues for the six months ended June 30, 2017 included $2.0 million of net revenues attributable to Ambrell. We believe the increase in our net revenues during the first six months of 2017 primarily reflects the factors previously discussed in the Overview.


- 25 -

 

inTEST CORPORATION


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

Gross Margin. Our consolidated gross margin was 54% for the six months ended June 30, 2017 as compared to 49% for the same period in 2016. Although our fixed operating costs increased $743,000 in absolute dollar terms, they were more fully absorbed by the higher net revenue levels. As a result, these costs represented 11% of our net revenues for the six months ended June 30, 2017 compared to 14% for the same period in 2016. Of the $743,000 increase in the absolute dollar value of these costs, $404,000 represents the fixed operating costs attributable to Ambrell. The remaining $339,000 increase in our fixed operating costs primarily reflects higher salary and benefits expense for our Thermal segment as a result of an increased use of temporary labor for operations support due to the increased order and shipment activity. To a lesser extent, the increase in gross margin also reflects a reduction in our component material costs as a result of changes in product and customer mix.

Selling Expense. Selling expense was $3.5 million for the six months ended June 30, 2017 compared to $2.8 million for the same period in 2016, an increase of $733,000, or 26%. Our expense for the six months ended June 30, 2017 included $317,000 of selling costs attributable to Ambrell. The remaining increase of $416,000 primarily reflects higher levels of commission expense reflecting the higher net revenues, and to a lesser extent, an increase in travel costs and salary and benefits expense for our Thermal segment.

Engineering and Product Development Expense. Engineering and product development expense was $1.9 million for the six months ended June 30, 2017 compared to $2.0 million for the same period in 2016, a decrease of $56,000 or 3%. Our expense for the six months ended June 30, 2017 included $82,000 of engineering costs attributable to Ambrell. Adjusted to eliminate this amount, engineering expense would have decreased $138,000, or 7%, for the first six months of 2017 as compared to same period in 2016. This decrease primarily reflects lower salary and benefits expense for our EMS product segment, a decrease in the cost of materials used in new product development for our Thermal segment, and, to a lesser extent, reduced spending on legal matters related to our intellectual property.

General and Administrative Expense. General and administrative expense was $5.3 million for the six months ended June 30, 2017 compared to $3.8 million for the same period in 2016, an increase of $1.5 million, or 39%. Our expenses for the first six months of 2017 included $849,000 of transaction costs related to the acquisition of Ambrell on May 24, 2017, and $536,000 of general and administrative expense attributable to Ambrell. Our expenses for the first six months of 2016 included $456,000 of transaction costs related to an acquisition that did not close. Adjusted to eliminate these items, general and administrative expense would have increased $561,000 or 17%, primarily reflecting higher salary and benefits expense and an increase in accruals for profit related bonuses. To a lesser extent there was also an increase in travel costs and professional fees.

Income Tax Expense. For the six months ended June 30, 2017, we recorded income tax expense of $2.0 million compared to $306,000 for the same period in 2016. Our effective tax rate was 36% for the six months ended June 30, compared to 35% for the same period in 2016. 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. The increase in the effective tax rate primarily reflects not recording tax benefits on losses incurred in Ambrell's European operations, as we do not expect to be able to utilize them due to expected changes to our operating structure.

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:

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inTEST CORPORATION


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

 

June 30, 2017

Dec. 31, 2016

Cash and cash equivalents

$  7,596

$28,611

Working capital

$16,643

$32,950

As of June 30, 2017, $2.6 million of our cash and cash equivalents was held by our foreign subsidiaries. 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, the post-acquisition integration of Ambrell, the potential contingent consideration payments for Ambrell and other corporate requirements. 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.

Cash Flows

Operating Activities.
Net cash provided by operations for the six months ended June 30, 2017 was $3.4 million. During the six months ended June 30, 2017, we recorded net earnings of $3.5 million which included non-cash charges of $523,000 for depreciation and amortization, $186,000 for amortization of deferred compensation expense related to stock-based awards and $90,000 as a provision for excess and obsolete inventory. Approximately $197,000 of our amortization expense was related to the intangible assets acquired as part of the acquisition of Ambrell in May 2017, which is discussed further in the Overview and Note 3 to our consolidated financial statements. Adjusted to eliminate the assets and liabilities purchased in the acquisition of Ambrell, accounts receivable and inventories increased $2.9 million and $697,000, respectively, during the six months ended June 30, 2017 compared to the levels at the end of 2016. These increases primarily reflect the increased business activity during the first half of 2017 as compared to the fourth quarter of 2016. During the six months ended June 30, 2017, we established a contingent consideration liability of $2.3 million as a result of our acquisition of Ambrell. During the six month months ended June 30, 2017, domestic and foreign income taxes payable increased $324,000 as a result of higher levels of taxable income during the first half of 2017.

Investing Activities. During the six months ended June 30, 2017, we completed the acquisition of Ambrell for $24.3 million, net of cash acquired, as discussed in further detail in the Overview and Note 3 to our consolidated financial statements. During the six months ended June 30, 2017, purchases of property and equipment were $203,000. We have no significant commitments for capital expenditures for the balance of 2017; 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, 2017, we utilized $62,000 to repurchase 13,883 shares of our common stock under the 2015 Repurchase Plan.

New or Recently Adopted Accounting Standards

See the Notes to our 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, contingent consideration liabilities and deferred income tax valuation allowances. We base our estimates on historical experience and


- 27 -

 

inTEST CORPORATION


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

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, 2017, there have been no significant changes to the accounting policies that we have deemed critical. These policies are more fully described in our 2016 Form 10-K.

Off -Balance Sheet Arrangements

There were no off-balance sheet arrangements during the six months ended June 30, 2017 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 Securities Exchange Act of 1934 (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 our Chief Executive Officer ("CEO") and Chief Financial Officer ("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.

 

- 28 -

 

 


inTEST CORPORATION

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.


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, 2016 filed with the Securities and Exchange Commission on March 27, 2017.


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

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 Exchange Act, or in privately negotiated transactions (the "2015 Repurchase Plan"). Repurchases may also be made under trading plans entered into with RW Baird & Co. (each a "10b5-1 Plan"), which permit shares to be repurchased when we might otherwise be precluded from doing so under insider trading laws. 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. The timing, price 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. To date, all purchases have been made in accordance with 10b5-1 Plans which provided for purchases to be made so long as the price did not exceed a maximum price. Recently, the price of our shares has exceeded the cap. Management is considering new parameters for future purchases and may enter into a new 10b5-1 Plan at some point under those new parameters. For the three months ended June 30, 2017, there were no shares repurchased. As of June 30, 2017 all of our 10b5-1 Plans had expired.


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.

 

- 29 -

 

 

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 14, 2017

 




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




Date:




August 14, 2017

 




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

 

 

 

____________________________________________

 

 

Index to Exhibits

10.1

Stock Purchase Agreement among Ambrell Holdings, LLC, Ambrell Corporation, Graycliff Private Equity Partners III LP, Hudson River Co-Investment Fund II LP and inTEST Corporation dated as of May 24, 2017 (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)

Previously filed as an exhibit to the Company's Current Report on Form 8-K dated May 24, 2017, File No. 001-36117, filed May 24, 2017, and incorporated herein by reference.

 

- 30 -

Exh 31.1-Form 10Q-6/30/17

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 14, 2017

/s/ Robert E. Matthiessen
Robert E. Matthiessen
President and Chief Executive Officer
Exh 31.2-Form 10Q-6/30/17

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 14, 2017

/s/ Hugh T. Regan, Jr.
Hugh T. Regan, Jr.
Secretary, Treasurer and Chief Financial Officer
Exh 32.1-Form 10Q-6/30/17

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, 2017 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 14, 2017

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

Exh 32.2-Form 10Q-6/30/17

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, 2017 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 14, 2017

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