0001437749-23-007539 | 10-K | XBRL Viewer

Business Combination Disclosure [Text Block]

(3)

ACQUISITIONS

Z-Sciences

On October 6, 2021, we acquired substantially all of the assets of Z-Sciences, a developer of ultra-cold storage solutions for the medical cold chain market. The acquisition of this technology enhanced our medical offerings and increases our presence in the life sciences market which is a key target market for us. Z-Sciences was founded in 2004. Its founder joined us as a consultant and is expected to become an employee in 2023. The purchase price for Z-Sciences was $500 in cash, subject to a customary post-closing working capital adjustment, $300 of which was paid at closing. The remaining balance of the purchase price was paid on the one-year anniversary of closing. In addition to his salary, in connection with his prospective employment, the Z-Sciences founder will receive a multi-year restricted stock award with vesting provisions which would be contingent upon achieving future performance milestones related to sales growth and profitability of products related to the Z-Sciences business for the fiscal years from 2022 through 2026. The award will be valued at a maximum of $1,800. The actual numbers of shares to be awarded will be based on the stock price on the date of grant with a cap of 200,000 shares at the 100% attainment level of the vesting provisions that are defined in the restricted stock award agreement. The value of the award will be recorded as compensation expense in our statement of operations on a straight-line basis over the period in which the shares vest. Total acquisition costs incurred to complete this transaction were $82. Acquisition costs were expensed as incurred and included in general and administrative expense in 2021.

The acquisition of Z-Sciences has been accounted for as a business combination using purchase accounting, and, accordingly, the results of Z-Sciences have been included in our consolidated results of operations from the date of acquisition. The allocation of the Z-Sciences’ purchase price was based on estimated fair values at October 6, 2021.

The excess of the purchase price over the identifiable intangible and net tangible assets was allocated to goodwill and is deductible for tax purposes. Goodwill is attributed to synergies that are expected to result from the operations of the combined businesses.

The total purchase price of $479, which includes $179 for the estimated fair value of contingent consideration, has been allocated as follows:

Goodwill	$	111
Identifiable intangible asset – Customer Relationships		389
Tangible assets acquired and liabilities assumed:
Trade accounts receivable		24
Inventories		4
Accounts payable		(21	)
Accrued expenses		(28	)
Total purchase price	$	479

We estimated the fair value of Z-Sciences identifiable intangible asset, which represents customer relationships, using an income approach. The weighted average estimated useful life of this asset is fourteen years. We are amortizing this asset over its estimated useful life based on the pattern in which the economic benefits of the asset are expected to be consumed.

For the period from October 6, 2021 to December 31, 2021, Z-Sciences contributed $15 of revenue. Subsequent to the date of acquisition, Z-Sciences was re-branded as North Sciences and is being operated as a product line of our iTS subsidiary. As such, net earnings are not separately tracked.

Unaudited pro forma information which would give effect to the acquisition of Z-Sciences as if the acquisition occurred on January 1, 2020 is not presented because the financial results for Z-Sciences prior to our acquisition are considered immaterial.

Videology

On October 28, 2021, we acquired substantially all of the assets of Videology, a global designer, developer and manufacturer of OEM digital streaming and image capturing solutions. The acquisition of Videology expanded our process technology solutions, diversified our reach into key targeted markets and broadened our customer base. It also builds on our process technology platforms by expanding our automation capabilities to add future product solutions with imaging data and analytical tools. The purchase price for Videology was $12,000 paid in cash at closing subject to a customary post-closing working capital adjustment. Total acquisition costs incurred to complete this transaction were $288. Acquisition costs were expensed as incurred and included in general and administrative expense in 2021.

The acquisition of Videology has been accounted for as a business combination using purchase accounting, and, accordingly, the results of Videology have been included in our consolidated results of operations from the date of acquisition. The allocation of the Videology purchase price was based on estimated fair values at October 27, 2021.

The total purchase price of $12,094 has been allocated as follows:

Goodwill	$	4,596
Identifiable intangible assets		5,246
Tangible assets acquired and liabilities assumed:
Cash		71
Trade accounts receivable		771
Inventories		1,726
Other current assets		57
Property and equipment		70
Accounts payable		(281	)
Accrued expenses		(162	)
Total purchase price	$	12,094

We estimated the fair value of identifiable intangible assets acquired using the income approach. Identifiable intangible assets acquired include customer relationships, customer backlog, technology and a tradename. We are amortizing the finite-lived intangible assets acquired over their estimated useful lives based on the pattern in which the economic benefits of the intangible asset are expected to be consumed.

The following table summarizes the estimated fair value of Videology’s identifiable intangible assets and their estimated useful lives as of the acquisition date:

	Fair Value		Weighted Average Estimated Useful Life
			(in years)
Finite-lived intangible assets:
Customer relationships	$	2,960		14.0
Technology		1,050		9.0
Customer backlog		386		0.8
Total finite-lived intangible assets		4,396		11.6

Indefinite-lived intangible assets:
Tradename		850
Total intangible assets	$	5,246

For the period from October 27, 2021 to December 31, 2021, Videology contributed $1,434 of revenue and had a net loss of $146.

The following unaudited pro forma information gives effect to the acquisition of Videology as if the acquisition occurred on January 1, 2021. These proforma results do not reflect any operating efficiencies or costs savings that may be achieved by the combined businesses. These pro forma results reflect the impact on general and administrative expense of investment advisory costs, legal costs and other costs of $288 incurred by us as a direct result of the transaction as those costs were actually incurred. No adjustment to the timing or amount of these costs have been made in these proforma results. These proforma results 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:

	Year Ended December 31, 2021

Revenue	$	92,591
Net earnings	$	9,024
Diluted earnings per share	$	0.84

Acculogic

On December 21, 2021, we completed our acquisition of Acculogic, a global manufacturer of robotics-based electronic production test equipment and application support services. The Acculogic acquisition added electronics test capabilities with new technologies and services as well as broadened our customer base, furthered our end market diversification and expanded our international footprint. The purchase price for Acculogic was approximately $8,500 paid in cash at closing subject to a customary post-closing working capital adjustment. During the quarter ended June 30, 2022, the post-closing working capital adjustment was finalized and resulted in a reduction in the purchase price of $371 as a result of a reduction in the estimated fair value of accounts receivable acquired. In addition, we may pay the seller up to an additional CAD $5,000 in the five-year period from 2022 through 2026. The additional payments will be based on a percent of net invoices for which payments have been received on systems sold to EV or battery customers in excess of CAD $2,500 per year in each of the five years. The maximum payment is capped at CAD $5,000, which equates to approximately $3,700 at December 31, 2022. There was no payment due to the seller for the year ended December 31, 2022. To estimate the fair value of the contingent consideration at the acquisition date, an option-based income approach using a Monte Carlo simulation model was utilized due to the non-linear payout structure. As of the acquisition date, this resulted in an estimated fair value of $1,430. This amount was recorded as a contingent consideration liability and included in the purchase price as of the acquisition date. We reassess the estimated fair value of this liability annually using this same approach, or more frequently, if we determine that there have been material changes to the assumptions used in the calculation of the probable payout. Changes in the amount of the estimated fair value of the earnouts since the acquisition date will be recorded as operating expenses in our consolidated statement of operations in the quarter in which they occur. At December 31, 2022, there has been no material change in the estimated fair value of the contingent consideration since the date of acquisition. Changes in the fair value represent the impact of changes in foreign exchange rates. The acquisition was completed by acquiring all of the outstanding capital stock of Acculogic. Total acquisition costs incurred to complete this transaction were $1,297. Acquisition costs were expensed as incurred and included in general and administrative expense in 2021.

The acquisition of Acculogic has been accounted for as a business combination using purchase accounting, and, accordingly, the results of Acculogic have been included in our consolidated results of operations from the date of acquisition. The allocation of the Acculogic purchase price was based on estimated fair values at December 21, 2021.

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 purchase price of $9,426, which includes $1,430 for the estimated fair value of contingent consideration, has been allocated as follows:

Goodwill	$	3,363
Identifiable intangible assets		5,123
Tangible assets acquired and liabilities assumed:
Cash		312
Trade accounts receivable		2,259
Inventories		1,329
Other current assets		240
Property and equipment		156
Accounts payable		(406	)
Accrued expenses		(2,950	)
Total purchase price	$	9,426

The following table summarizes the estimated fair value of Acculogic’s identifiable intangible assets and their estimated useful lives as of the acquisition date:

	Fair Value		Weighted Average Estimated Useful Life
			(in years)
Finite-lived intangible assets:
Customer relationships	$	2,769		14.0
Technology		1,329		9.0
Customer backlog		127		0.5
Total finite-lived intangible assets		4,225		12.0

Indefinite-lived intangible assets:
Tradename		898
Total intangible assets	$	5,123

For the period from December 21, 2021 to December 31, 2021, Acculogic contributed $48 of revenue and had a net loss of $131.

The following unaudited pro forma information gives effect to the acquisition of Acculogic as if the acquisition occurred on January 1, 2021. These proforma results do not reflect any operating efficiencies or costs savings that may be achieved by the combined businesses. These pro forma results reflect the impact on general and administrative expense of investment advisory costs, legal costs and other costs of $1,297 incurred by us as a direct result of the transaction as those costs were actually incurred. No adjustment to the timing or amount of these costs have been made in these proforma results. These proforma results 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:

	Year Ended December 31, 2021

Revenue	$	95,490
Net earnings	$	7,180
Diluted earnings per share	$	0.67

Note 6 - Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Finite-lived, Gross Carrying Amount	$ 20,660	$ 21,015
Finite-lived, Accumulated Amortization	10,470	7,809
Net Carrying Amount, finite-lived	10,190	13,206	$ 5,711
Indefinite-lived, Gross Carrying Amount	8,369	8,428	6,710
Net Carrying Amount, indefinite-lived	8,369	8,428	$ 6,710
Intangible Assets, Gross Carrying Amount	29,029	29,443
Net Carrying Amount	18,559	21,634
Trademarks [Member]
Indefinite-lived, Gross Carrying Amount	8,369	8,428
Net Carrying Amount, indefinite-lived	8,369	8,428
Customer Relationships [Member]
Finite-lived, Gross Carrying Amount	16,313	16,544
Finite-lived, Accumulated Amortization	7,990	6,160
Net Carrying Amount, finite-lived	8,323	10,384
Patented Technology [Member]
Finite-lived, Gross Carrying Amount	2,855	2,950
Finite-lived, Accumulated Amortization	988	569
Net Carrying Amount, finite-lived	1,867	2,381
Patents [Member]
Finite-lived, Gross Carrying Amount	590	590
Finite-lived, Accumulated Amortization	590	585
Net Carrying Amount, finite-lived	0	5
Customer Backlog [Member]
Finite-lived, Gross Carrying Amount	492	521
Finite-lived, Accumulated Amortization	492	85
Net Carrying Amount, finite-lived	0	436
Computer Software, Intangible Asset [Member]
Finite-lived, Gross Carrying Amount	270	270
Finite-lived, Accumulated Amortization	270	270
Net Carrying Amount, finite-lived	0	0
Trade Names [Member]
Finite-lived, Gross Carrying Amount	140	140
Finite-lived, Accumulated Amortization	140	140
Net Carrying Amount, finite-lived	$ 0	$ 0

Note 10 - Leases - Lease Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating lease cost	$ 1,340	$ 1,191
Short-term lease cost	$ 81	$ 82
Weighted average remaining lease term (in years) (Year)	5 years
Weighted average discount rate	4.40%
Minimum [Member]
Range of remaining lease terms (in years) (Year)	3 months 18 days
Maximum [Member]
Range of remaining lease terms (in years) (Year)	8 years 3 months 18 days

Note 12 - Debt - Outstanding Letters of Credit (Details) - Letter of Credit [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Letters of Credit Amount Outstanding	$ 100	$ 100
Mt Laurel [Member]
Line of Credit, Issue Date	Mar. 29, 2010
Line of Credit, Expiration Date	Apr. 30, 2024
Lease Expiration Date	Apr. 30, 2031
Letters of Credit Amount Outstanding	$ 50	50
Mansfield [Member]
Line of Credit, Issue Date	Oct. 27, 2010
Line of Credit, Expiration Date	Dec. 31, 2024
Lease Expiration Date	Dec. 31, 2024
Letters of Credit Amount Outstanding	$ 50	$ 50

Document And Entity Information - USD ($)	12 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2022	Mar. 15, 2023	Jun. 30, 2022
Document Information [Line Items]
Entity Central Index Key	0001036262
Entity Registrant Name	INTEST CORP
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Document Transition Report	false
Entity File Number	1-36117
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	22-2370659
Entity Address, Address Line One	804 East Gate Drive, Suite 200
Entity Address, City or Town	Mt. Laurel
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08054
City Area Code	856
Local Phone Number	505-8800
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	INTT
Security Exchange Name	NYSEAMER
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 71,710,141
Entity Common Stock, Shares Outstanding		11,121,359
Auditor Firm ID	49
Auditor Name	RSM US LLP
Auditor Location	Blue Bell, Pennsylvania

Note 6 - Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Text Block]

(6)

GOODWILL AND INTANGIBLE ASSETS

We have three operating segments which are also our reporting units: Electronic Test, Environmental Technologies and Process Technologies. Goodwill and intangible assets on our balance sheets are the result of our acquisitions.

Goodwill

Changes in the amount of the carrying value of goodwill for the years ended December 31, 2022 and 2021 are as follows:

Balance - January 1, 2021	$	13,738
Acquisition of Z-Sciences		111
Acquisition of Videology		4,596
Acquisition of Acculogic		2,912
Impact of foreign currency translation adjustments		91
Balance - December 31, 2021		21,448
Adjustments to preliminary amounts recorded in the fourth quarter of 2021 (see Note 3)		451
Impact of foreign currency translation adjustments		(294	)
Balance - December 31, 2022	$	21,605

Goodwill was comprised of the following at December 31, 2022 and 2021:

	December 31,
	2022		2021
Electronic Test	$	3,369	$	3,055
Environmental Technologies		1,817		1,817
Process Technologies		16,419		16,576
Total Goodwill	$	21,605	$	21,448

Intangible Assets

Changes in the amount of the carrying value of indefinite-lived intangible assets for the year ended December 31, 2022 and 2021 are as follows:

Balance - January 1, 2021	$	6,710
Acquisition of Videology		850
Acquisition of Acculogic		878
Impact of foreign currency translation adjustments		(10	)
Balance - December 31, 2021		8,428
Adjustments to preliminary amounts recorded in the fourth quarter of 2021 (see Note 3)		20
Impact of foreign currency translation adjustments		(79	)
Balance - December 31, 2022		8,369

Changes in the amount of the carrying value of finite-lived intangible assets for the years ended December 31, 2022 and 2021 are as follows:

Balance - January 1, 2021	$	5,711
Acquisition of Z-Sciences		389
Acquisition of Videology		4,396
Acquisition of Acculogic		4,196
Impact of foreign currency translation adjustments		(46	)
Amortization		(1,440	)
Balance - December 31, 2021		13,206
Adjustments to preliminary amounts recorded in the fourth quarter of 2021 (see Note 3)		29
Impact of foreign currency translation adjustments		(351	)
Amortization		(2,694	)
Balance - December 31, 2022	$	10,190

The following tables provide further detail about our intangible assets at December 31, 2022 and 2021:

	December 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Finite-lived intangible assets:
Customer relationships	$	16,313	$	7,990	$	8,323
Technology		2,855		988		1,867
Patents		590		590		-
Backlog		492		492		-
Software		270		270		-
Trade name		140		140		-
Total finite-lived intangible assets		20,660		10,470		10,190
Indefinite-lived intangible assets:
Trademarks		8,369		-		8,369
Total intangible assets	$	29,029	$	10,470	$	18,559

	December 31, 2021
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Finite-lived intangible assets:
Customer relationships	$	16,544	$	6,160	$	10,384
Technology		2,950		569		2,381
Patents		590		585		5
Backlog		521		85		436
Software		270		270		-
Trade name		140		140		-
Total finite-lived intangible assets		21,015		7,809		13,206
Indefinite-lived intangible assets:
Trademarks		8,428		-		8,428
Total intangible assets	$	29,443	$	7,809	$	21,634

We generally amortize our finite-lived intangible assets over their estimated useful lives based on the pattern in which the economic benefits of the intangible assets are expected to be consumed, or on a straight-line basis, if an alternate amortization method cannot 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.

The following table sets forth the estimated annual amortization expense for each of the next five years:

2023	$	2,090
2024	$	1,968
2025	$	1,759
2026	$	1,150
2027	$	731

Impairment of Goodwill and Indefinite Life Intangible Assets

During October 2022 and 2021, we assessed our goodwill and indefinite life intangible asset for impairment in accordance with the requirements of ASC Topic 350 using a quantitative approach. Our goodwill impairment assessment is based upon the income approach, which estimates the fair value of our reporting units based upon a discounted cash flow approach. This fair value is then reconciled to our market capitalization at year end with an appropriate control premium. The discount rate used in 2022 for the discounted cash flows ranged between 16.5% and 18.0% depending on the reporting unit. The discount rate used in 2021 for the discounted cash flows was 16.0% for all of our reporting units. The selection of the rates in each year was based upon our analysis of market-based estimates of capital costs and discount rates. The determination of the fair value of our reporting units requires management to make significant estimates and assumptions including the selection of control premiums, discount rates, 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.

During the goodwill impairment assessment in both 2022 and 2021, we compared the fair value of our reporting units with their carrying values. This assessment indicated no impairment existed as the fair value of the reporting units exceeded their carrying values in both 2022 and 2021.

During the indefinite life intangible asset impairment assessment in both 2022 and 2021, we compared the fair value of our indefinite life intangible assets with their carrying values. This assessment indicated no impairment existed as the fair value of the indefinite life intangible assets exceeded their carrying values in both 2022 and 2021.

Impairment of Long-Lived Assets and Finite-lived Intangible Assets

During 2022 and 2021, we did not review any of our long-lived assets for impairment as there were no events or changes in business circumstances that would indicate an impairment might exist.

Note 2 - Summary of Significant Accounting Policies - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Cash and cash equivalents	$ 13,434	$ 21,195
Restricted cash	1,142	0
Total cash, cash equivalents and restricted cash	$ 14,576	$ 21,195

Note 8 - Major Customers

12 Months Ended

Dec. 31, 2022

Concentration Risk Disclosure [Text Block]

(8)

MAJOR CUSTOMERS

During the year ended December 31, 2022, no customer accounted for 10% or more of our consolidated revenue. During the year ended December 31, 2021, one customer accounted 13% of our consolidated revenue. This revenue was primarily generated by our Electronic Test segment. During the year ended December 31, 2021, no other customer accounted for 10% or more of our consolidated revenue.

Note 15 - Stock-based Compensation Plan - Stock Option Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Options outstanding, number of shares (in shares)	408,869	438,200
Options outstanding, weighted average exercise price (in dollars per share)		$ 6.25
Granted, number of shares (in shares)	202,540	282,404
Granted, weighted average exercise price (in dollars per share)	$ 8.45	$ 11.77
Exercised, number of shares (in shares)	(8,060)	(231,185)
Exercised, weighted average exercise price (in dollars per share)	$ 4.74	$ 6.85
Canceled, number of shares (in shares)	(22,930)	(80,550)
Canceled, weighted average exercise price (in dollars per share)	$ 9.10	$ 9.55
Options outstanding, number of shares (in shares)	580,419	408,869

Note 9 - Inventories (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of Inventory, Current [Table Text Block]

	2022		2021
Raw materials	$	16,888	$	10,403
Work in process		2,432		1,250
Inventory consigned to others		59		44
Finished goods		3,186		1,166
Total inventories	$	22,565	$	12,863

Note 15 - Stock-based Compensation Plan - Stock Options Valuation Assumptions (Details) - Share-Based Payment Arrangement, Option [Member]	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Risk-free interest rate	2.05%	1.03%
Dividend yield	0.00%	0.00%
Expected common stock market price volatility factor	55.00%	50.00%
Weighted average expected life of stock options (years) (Year)	6 years 3 months	6 years 3 months

Note 13 - Income Taxes (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	$ 163	$ (105)
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	21.00%	21.00%

Schedule II - Valuation and Qualifying Accounts (Details Textual) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

SEC Schedule, 12-09, Allowance, Credit Loss [Member]

SEC Schedule, 12-09, Valuation Allowances and Reserves, Additions, Charge to Cost and Expense

$ 5

^[1]

$ 0

Acquired Accounts Receivable Subsequently Recovered [Member]

Accounts Receivable, Fair Value Disclosure

$ 0

Acquired Accounts Receivable Subsequently Recovered [Member] | SEC Schedule, 12-09, Allowance, Credit Loss [Member]

SEC Schedule, 12-09, Valuation Allowances and Reserves, Additions, Charge to Cost and Expense

$ 470

[1]	Bad debt recoveries in the table above do not include $470 that relate to receivables acquired in 2021 that were valued at $0 at the time of acquisition but were subsequently recovered.

Schedule II - Valuation and Qualifying Accounts - Valuation and Qualifying Accounts (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

SEC Schedule, 12-09, Allowance, Credit Loss [Member]

Balance at Beginning of Period

$ 213

$ 212

Expense (Recovery)

^[1]

Deductions

281

Reserve amounts acquired

Foreign Currency Adjustment

(3)

Balance at End of Period

496

213

SEC Schedule, 12-09, Reserve, Warranty [Member]

Balance at Beginning of Period

531

235

Expense (Recovery)

473

249

Deductions

(315)

(156)

Reserve amounts acquired

203

Foreign Currency Adjustment

(16)

Balance at End of Period

$ 673

$ 531

[1]	Bad debt recoveries in the table above do not include $470 that relate to receivables acquired in 2021 that were valued at $0 at the time of acquisition but were subsequently recovered.

Note 1 - Nature of Operations

12 Months Ended

Dec. 31, 2022

Nature of Operations [Text Block]

(1)

NATURE OF OPERATIONS

We are a global supplier of innovative test and process solutions for use in manufacturing and testing across a wide range of markets including automotive, defense/aerospace, industrial, life sciences, security and semiconductor. During the year ended December 31, 2021, we managed our business as two operating segments which were also our reportable segments and reporting units: Thermal Products ("Thermal") and Electromechanical Solutions ("EMS"). As discussed further in Note 19, effective January 1, 2022, we reorganized our operating segments. Accordingly, for 2022, we have three operating segments which are also our reportable segments and reporting units: Electronic Test, Environmental Technologies and Process Technologies. Prior period information has been reclassified to be comparable to the current period’s presentation.

The consolidated entity is comprised of inTEST Corporation and our wholly-owned subsidiaries. We manufacture our products in the U.S., Canada and the Netherlands. Marketing and support activities are conducted worldwide from our facilities in the U.S., Canada, Germany, Singapore, the Netherlands and the U.K. We operate our business worldwide and sell our products both domestically and internationally.

All of our operating segments have multiple products that we design, manufacture and market to our customers. Due to a number of factors, our products have varying levels of gross margin. 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. In addition, we sell our products to a variety of different types of customers with varying levels of discounts and commission expense. As a result of changes in both the mix of products sold as well as customer mix in any given period, our consolidated gross margin can vary significantly from period to period.

The semiconductor market (“semi” or the “semi market”) which includes both the broader semiconductor market, as well as the more specialized automated test equipment (“ATE”) and wafer production sectors within the broader semiconductor market, has historically been the largest single market in which we operate. The semi market is characterized by rapid technological change, competitive pricing pressures and cyclical as well as seasonal market patterns. The semi market is also subject to periods of significant expansion or contraction in demand. In addition to the semi market, we sell into a variety of other markets. Our intention is to continue diversifying our markets, our product offerings within the markets we serve and our customer base across all of our markets with the goal of reducing our dependence on any one market, product or customer. In particular, we are seeking to reduce the impact of volatility in the semi market on our results of operations.

Our Electronic Test segment sells its products to semiconductor manufacturers and third-party test and assembly houses (end user sales) and to ATE manufacturers (original equipment manufacturer (“OEM”) sales), who ultimately resell our equipment with theirs to both semiconductor manufacturers and third-party test and assembly houses. These sales all fall within the ATE sector of the semi market. With the acquisition of Acculogic in December 2021, our Electronic Test segment also sells its products to customers in markets outside the semi market including the automotive, defense/aerospace, industrial and life sciences markets. Our Environmental Technologies segment sells its products to end users and OEMs within the ATE sector of the semi market. It also sells its products to customers in a variety of other markets other than the semi market, including the automotive, defense/aerospace, industrial and life sciences markets. Our Process Technologies segment sells its products to customers in the wafer production sector within the semi market. It also sells its products to customers in a variety of other markets other than the semi market, including the automotive, defense/aerospace, industrial, life sciences and security markets.

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 semi market and the other markets we serve, downward pricing pressures from customers, our reliance on a relatively few number of customers for a significant portion of our sales and our ability to safeguard patented technology and intellectual property in a rapidly evolving market. 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. Part of our strategy for growth includes potential acquisitions 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 and in closing acquisitions of businesses we pursue. 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.

COVID-19 Pandemic

We are following the guidance of the Centers for Disease Control and Prevention (the “CDC”) and the local regulatory authorities in regions outside the U.S. While we are no longer requiring employees to wear masks indoors in our domestic locations or conducting temperature screenings, we are encouraging all employees to receive COVID-19 vaccinations and boosters, if possible, and to stay home if they feel sick. We are continuing to allow employees to work remotely either part-time or full-time in circumstances when possible. We continue to monitor the situation closely in the regions in which we operate in the U.S. and abroad and will adjust our operations as necessary to protect the health and well-being of our employees. To the extent that further governmental mandates or restrictions are implemented in the future, we currently expect to be able to continue to operate our business in a manner similar to how we have operated over the past three years.

Note 13 - Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Text Block]

(13)

INCOME TAXES

We are subject to Federal and certain state income taxes. In addition, we are taxed in certain foreign countries.

Earnings before income taxes was as follows:

	Years Ended December 31,
	2022		2021
Domestic	$	9,575	$	7,372
Foreign		570		1,030
Total	$	10,145	$	8,402

Income tax expense was as follows:

	Years Ended December 31,
	2022			2021
Current
Domestic – Federal	$	2,892		$	1,208
Domestic – state		263			140
Foreign		267			259
Total	$	3,422		$	1,607
Deferred
Domestic – Federal	$	(1,344	)	$	(387	)
Domestic – state		(190	)		(31	)
Foreign		(204	)		(70	)
Total		(1,738	)		(488	)
Income tax expense	$	1,684		$	1,119

Deferred income taxes reflect the net tax effect of net operating loss and tax credit carryforwards as well as temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following is a summary of the significant components of our deferred tax assets and liabilities at December 31, 2022 and 2021:

	December 31,
	2022			2021
Deferred tax assets:
Capitalized research and development costs	$	1,260		$	-
Operating lease liabilities		1,125			1,407
Inventories		602			387
Accrued vacation pay and stock-based compensation		465			354
Net operating loss (state and foreign)		285			205
Allowance for doubtful accounts		43			45
Accrued warranty		54			31
Acquisition costs		46			9
Tax credit carryforwards		89			17
Other		-			49
Total		3,969			2,504
Valuation allowance		(227	)		(64	)
Deferred tax assets		3,742			2,440
Deferred tax liabilities:
Net intangible assets		(1,961	)		(2,381	)
Right-of-use assets		(996	)		(1,245	)
Depreciation of property and equipment		(385	)		(193	)
Other		(120	)		-
Deferred tax liabilities		(3,462	)		(3,819	)
Net deferred tax assets (liabilities)	$	280		$	(1,379	)

The net change in the valuation allowance for the years ended December 31, 2022 and 2021 was an increase of $163 and a decrease of $105, respectively. In assessing the ability to realize the deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which those temporary differences become deductible. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. In order to fully realize the total deferred tax assets, we will need to generate future taxable income prior to the expiration of net operating loss and tax credit carryforwards which expire in various years through 2040.

An analysis of the effective tax rate for the years ended December 31, 2022 and 2021 and a reconciliation from the expected statutory rate of 21% is as follows:

	Years Ended December 31,
	2022			2021
Expected income tax expense at U.S. statutory rate	$	2,131		$	1,764
Increase (decrease) in tax from:
Acquisition costs		-			163
Dividend from foreign subsidiaries		127			146
NOL carryforwards utilized		(80	)		56
Restricted stock compensation		77			(126	)
Global intangible low taxed income		66			28
Nondeductible expenses		11			8
Current year tax credits (foreign and research)		(465	)		(386	)
Domestic tax benefit, net of Federal benefit		87			153
Changes in valuation allowance		163			(105	)
Foreign income tax rate differences		147			9
Section 250 foreign derived intangible income deduction		(563	)		(599	)
Other		(17	)		8
Income tax expense	$	1,684		$	1,119

In accounting for income taxes, we follow the guidance in ASC Topic 740 (Income Taxes) regarding the recognition and measurement of uncertain tax positions in our financial statements. Recognition involves a determination of whether it is more likely than not that a tax position will be sustained upon examination with the presumption that the tax position will be examined by the appropriate taxing authority having full knowledge of all relevant information. Our policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statement of operations. At December 31, 2022 and 2021, we did not have an accrual for uncertain tax positions.

We file U.S. income tax returns and multiple state and foreign income tax returns. With few exceptions, the U.S. and state income tax returns filed for the tax years ended December 31, 2019 and thereafter are subject to examination by the relevant taxing authorities.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Allowance for doubtful accounts	$ 496	$ 213
Preferred stock par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	5,000,000	5,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	20,000,000	20,000,000
Common stock, shares issued (in shares)	11,063,271	10,910,460
Treasury stock, shares (in shares)	34,308	33,077

Note 19 - Segment Information (Details Textual)	12 Months Ended
Note 19 - Segment Information (Details Textual)	Dec. 31, 2022	Dec. 31, 2021
Number of Reportable Segments	3	2

Note 3 - Acquisition - Total Purchase Consideration (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 21, 2021	Oct. 28, 2021	Oct. 21, 2021	Oct. 06, 2021	Dec. 31, 2020
Goodwill	$ 21,605	$ 21,448					$ 13,738
Z-Sciences [Member]
Goodwill						$ 111
Trade accounts receivable						24
Inventories						4
Accounts payable						(21)
Accrued expenses						(28)
Total purchase price						479
Z-Sciences [Member] \| Customer Relationships [Member]
Identifiable intangible asset – Customer Relationships						$ 389
Videology [Member]
Goodwill				$ 4,596
Identifiable intangible asset – Customer Relationships				5,246
Trade accounts receivable				771
Inventories				1,726
Accounts payable				(281)
Accrued expenses				(162)
Total purchase price				12,094
Cash				71
Other current assets				57
Property and equipment				$ 70
Acculogic [Member]
Goodwill			$ 3,363
Identifiable intangible asset – Customer Relationships			5,123		$ 5,123
Trade accounts receivable			2,259
Inventories			1,329
Accounts payable			(406)
Accrued expenses			(2,950)
Total purchase price			9,426
Cash			312
Other current assets			240
Property and equipment			$ 156

Note 7 - Revenue From Contracts With Customers (Tables)

12 Months Ended

Dec. 31, 2022

Disaggregation of Revenue [Table Text Block]

	Years Ended December 31,
	2022		2021
*Revenue by customer type:*
End user	$	84,468	$	62,541
OEM/Integrator		32,360		22,337
	$	116,828	$	84,878
*Revenue by product type:*
Thermal test	$	22,246	$	19,204
Thermal process		38,574		26,260
Semiconductor test		28,529		30,829
Video imaging		9,499		1,434
Flying probe and in-circuit testers		7,414		48
Service/other		10,566		7,103
	$	116,828	$	84,878
*Revenue by market:*
Semi	$	68,422	$	54,937
Industrial		10,038		7,314
Automotive (including Electric Vehicles)		10,776		6,205
Life Sciences		4,589		2,353
Defense/aerospace		7,006		5,043
Security		3,241		699
Other		12,756		8,327
	$	116,828	$	84,878

Note 20 - Quarterly Consolidated Financial Data (Unaudited)

12 Months Ended

Dec. 31, 2022

Quarterly Financial Information [Text Block]

(20)

QUARTERLY CONSOLIDATED FINANCIAL DATA (Unaudited)

The following tables present certain unaudited consolidated quarterly financial information for each of the eight quarters ended December 31, 2022. In our opinion, this quarterly information has been prepared on the same basis as the consolidated financial statements and includes all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the information for the periods presented. The results of operations for any quarter are not necessarily indicative of results for the full year or for any future period.

Year-over-year quarterly comparisons of our results of operations may not be as meaningful as the sequential quarterly comparisons set forth below that tend to reflect the cyclical and seasonal activity of the semi market. Quarterly fluctuations in expenses are related directly to sales activity and volume and may also reflect the timing of operating expenses incurred throughout the year.

	Quarters Ended
	3/31/22		6/30/22		9/30/22		12/31/22		Total
Revenue	$	24,081	$	29,571	$	30,771	$	32,405	$	116,828
Gross margin		11,013		13,548		13,898		14,981		53,440
Earnings before income tax expense		655		2,570		3,039		3,881		10,145
Income tax expense		78		454		515		637		1,684
Net earnings		577		2,116		2,524		3,244		8,461

Net earnings per common share – basic	$	0.05	$	0.20	$	0.24	$	0.30	$	0.79
Weighted average common shares outstanding – basic		10,617,271		10,653,268		10,695,867		10,725,662		10,673,017
Net earnings per common share – diluted	$	0.05	$	0.20	$	0.23	$	0.30	$	0.78
Weighted average common shares outstanding – diluted		10,842,592		10,814,799		10,864,540		10,928,220		10,862,538

	Quarters Ended
	3/31/21⁽¹⁾		6/30/21⁽²⁾		9/30/21⁽³⁾		12/31/21⁽⁴⁾			Total
Revenue	$	19,556	$	21,820	$	21,144	$	22,358		$	84,878
Gross margin		9,521		10,962		10,395		10,346			41,224
Earnings before income tax expense (benefit)		2,578		3,056		2,532		236			8,402
Income tax expense (benefit)		366		447		357		(51	)		1,119
Net earnings		2,212		2,609		2,175		287			7,283

Net earnings per common share – basic	$	0.21	$	0.25	$	0.21	$	0.03		$	0.70
Weighted average common shares outstanding – basic		10,329,449		10,442,916		10,496,188		10,580,431			10,462,246
Net earnings per common share – diluted	$	0.21	$	0.24	$	0.20	$	0.03		$	0.68
Weighted average common shares outstanding – diluted		10,525,826		10,764,936		10,792,290		10,836,396			10,729,862

	(1)	The quarter ended March 31, 2021 includes $55 of restructuring and other charges which are discussed in Note 5.
	(2)	The quarter ended June 30, 2021 includes $197 of restructuring and other charges which are discussed in Note 5.
	(3)	The quarter ended September 30, 2021 includes $51 of restructuring and other charges which are discussed in Note 5.
	(4)	The quarter ended December 31, 2021 includes a recovery of $17 of restructuring and other charges which are discussed in Note 5.

Note 9 - Inventories - Inventories (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Raw materials	$ 16,888	$ 10,403
Work in process	2,432	1,250
Inventory consigned to others	59	44
Finished goods	3,186	1,166
Total inventories	$ 22,565	$ 12,863

Note 6 - Goodwill and Intangible Assets - Changes in the Amount of the Carrying Value of Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Balance	$ 13,206	$ 5,711
Impact of foreign currency translation adjustments	(351)	(46)
Amortization	(2,694)	(1,440)
Adjustments to preliminary amounts recorded in the fourth quarter of 2021 (see Note 3)	29
Balance	$ 10,190	13,206
Z-Sciences [Member]
Finite-lived Intangible Assets Acquired		389
Videology [Member]
Finite-lived Intangible Assets Acquired		4,396
Acculogic [Member]
Finite-lived Intangible Assets Acquired		$ 4,196

Note 6 - Goodwill and Intangible Assets - Changes in the Amount of the Carrying Value of Indefinite-lived Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Balance	$ 8,428	$ 6,710
Impact of foreign currency translation adjustments	(79)	(10)
Adjustments to preliminary amounts recorded in the fourth quarter of 2021 (see Note 3)	20
Balance	$ 8,369	8,428
Videology [Member]
Indefinite-lived Intangible Assets Acquired		850
Acculogic [Member]
Indefinite-lived Intangible Assets Acquired		$ 878

Note 17 - Employee Stock Purchase Plan (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 23, 2021
Stock Issued During Period, Value, Employee Stock Purchase Plan	$ 233	$ 50
Share Price (in dollars per share)	$ 10.30	$ 12.72	$ 7.63	$ 6.82	$ 10.73
Share-based Compensation Arrangement by Share-based Payment Award, Discount Amount	$ 36	$ 8
Employee Stock Purchase Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares)						250,000
Stock Issued During Period, Shares, Employee Stock Purchase Plans (in shares)	27,162	3,991
Stock Issued During Period, Value, Employee Stock Purchase Plan	$ 197	$ 43
Shares Issued, Price Per Share (in dollars per share)	$ 8.76	$ 10.81	$ 6.49	$ 5.80	$ 9.12
Share-Based Compensation Arrangement by Share-Based Payment Award, Discount from Market Price, Purchase Date	15.00%	15.00%
Share-based Compensation Arrangement by Share-based Payment Award, Discount Amount	$ 36	$ 8

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Treasury Stock [Member]	Total
Balance (in shares) at Dec. 31, 2020	10,562,200
Balance at Dec. 31, 2020	$ 106	$ 26,851	$ 17,110	$ 889	$ (204)	$ 44,752
Net earnings	0	0	7,283	0	0	7,283
Other comprehensive earnings (loss)	0	0	0	(295)	0	(295)
Amortization of deferred compensation related to stock-based awards	$ 0	1,450	0	0	0	1,450
Issuance of unvested shares of restricted stock (in shares)	131,209
Issuance of unvested shares of restricted stock	$ 1	(1)	0	0	0	0
Forfeiture of unvested shares of restricted stock (in shares)	(18,125)
Forfeiture of unvested shares of restricted stock	$ 0	0	0	0	0	$ 0
Stock options exercised (in shares)	231,185					231,185
Stock options exercised	$ 2	1,581	0			$ 1,583
Shares issued under Employee Stock Purchase Plan (in shares)	3,991
Shares issued under Employee Stock Purchase Plan	$ 0	50	0	0	0	50
Balance (in shares) at Dec. 31, 2021	10,910,460
Balance at Dec. 31, 2021	$ 109	29,931	24,393	594	(204)	54,823
Net earnings	0	0	8,461	0	0	8,461
Other comprehensive earnings (loss)	0	0	0	(376)	0	(376)
Amortization of deferred compensation related to stock-based awards	$ 0	1,787	0	0	0	1,787
Issuance of unvested shares of restricted stock (in shares)	123,533
Issuance of unvested shares of restricted stock	$ 1	(1)	0	0	0	0
Forfeiture of unvested shares of restricted stock (in shares)	(5,944)
Forfeiture of unvested shares of restricted stock	$ 0	0	0	0	0	$ 0
Stock options exercised (in shares)	8,060					8,060
Stock options exercised	$ 0	38	0	0	0	$ 38
Shares issued under Employee Stock Purchase Plan (in shares)	27,162
Shares issued under Employee Stock Purchase Plan	$ 1	232	0	0	0	233
Shares surrendered to satisfy tax liability at vesting of stock-based awards	$ 0	0	0	0	(10)	(10)
Balance (in shares) at Dec. 31, 2022	11,063,271
Balance at Dec. 31, 2022	$ 111	$ 31,987	$ 32,854	$ 218	$ (214)	$ 64,956

Note 5 - Restructuring and Other Charges - Changes in Accrued Restructuring (Details) - USD ($) $ in Thousands	3 Months Ended			12 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Beginning balance			$ 340	$ 70	$ 340
Restructuring chargers, accruals	$ 51	$ 197	55
Cash payments				(7)	(573)
Adjustments to accruals for other associated costs				(63)
Balance				0	70
Severance and Other One-Time Termination Benefits [Member]
Restructuring chargers, accruals					120
Other Restructuring [Member]
Restructuring chargers, accruals					183
EMS Segment Restructuring and Facility Consolidation [Member]
Beginning balance			233	0	233
Cash payments				0	(416)
Adjustments to accruals for other associated costs				0
Balance				0	0
EMS Segment Restructuring and Facility Consolidation [Member] \| Severance and Other One-Time Termination Benefits [Member]
Restructuring chargers, accruals					0
EMS Segment Restructuring and Facility Consolidation [Member] \| Other Restructuring [Member]
Restructuring chargers, accruals					183
Executive Management Changes [Member]
Beginning balance			$ 107	70	107
Cash payments				(7)	(157)
Adjustments to accruals for other associated costs				(63)
Balance				$ 0	70
Executive Management Changes [Member] \| Severance and Other One-Time Termination Benefits [Member]
Restructuring chargers, accruals					120
Executive Management Changes [Member] \| Other Restructuring [Member]
Restructuring chargers, accruals					$ 0

Note 1 - Nature of Operations (Details Textual)	12 Months Ended
Note 1 - Nature of Operations (Details Textual)	Dec. 31, 2022	Dec. 31, 2021
Number of Operating Segments	3	2

Note 19 - Segment Information - Long-lived Assets by Geographical Area (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property and Equipment	$ 3,132	$ 2,688
UNITED STATES
Property and Equipment	2,658	2,346
Non-US [Member]
Property and Equipment	$ 474	$ 342

Note 12 - Debt

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Text Block]

(12)

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 December 31, 2022 and 2021 consisted of the following:

L/C

Lease

Letters of Credit
Amount Outstanding

Facility

Original L/C
Issue Date

Expiration
Date

Dec. 31
2022

Dec. 31
2021

Mt. Laurel, NJ

3/29/2010

4/30/2024

4/30/2031

Mansfield, MA

10/27/2010

12/31/2024

100

Credit Facility

On October 15, 2021 (the “Closing Date”), we entered into an Amended and Restated Loan and Security Agreement with M&T Bank (“M&T”) which, on October 28, 2021, was amended by the Joinder and Amendment to Amended and Restated Loan and Security Agreement and which, on December 30, 2021, was further amended by the Joinder and Second Amendment to Amended and Restated Loan and Security Agreement (as amended, the “Loan Agreement”).

The Loan Agreement included a $25,000 non-revolving delayed draw term note (the “Term Note”) and a $10,000 revolving credit facility (the “Revolving Facility” and together with the Term Note, the “Credit Facility”). The Credit Facility had a five year contract period that began on the Closing Date and expired on October 15, 2026, and draws under the Term Note were permissible for two years.

On September 20, 2022, we further amended the Loan Agreement by entering into a Third Amendment to Amended and Restated Loan and Security Agreement (the Loan Agreement, as amended by the Third Amendment, the “Amended Loan Agreement”) and the Third Amended and Restated Delayed Draw Term Note. Under the Amended Loan Agreement, the maximum loan amount that we may borrow under the Term Note increased from $25,000 to $50,500, which raises the available funding at December 31, 2022 to $30,000. Under the Amended Loan Agreement, the maturity date of the Term Note and Revolving Facility were also extended to September 19, 2027 (the “Contract Period”). At December 31, 2022, we had not borrowed any amounts under the $10 million Revolving Facility. Our borrowings under the Term Note are discussed below and occurred prior to entering into the Amended Loan Agreement. Interest expense for the years ended December 31, 2022 and 2021 was $635 and $89, respectively.

The principal balance of the Revolving Facility and the principal balance of any amount drawn under the Term Note accrues interest based on the secured overnight financing rate for U.S. government securities (“SOFR”) or a bank-defined base rate plus an applicable margin, depending on leverage. Each draw under the Term Note will have an option for us of either (i) up to a five year amortizing term loan with a balloon due at maturity, or (ii) up to a five year term with up to seven years amortization with a balloon due at maturity. Any amortization greater than five years will be subject to an excess cash flow recapture. The Amended Loan Agreement also allows us to enter into hedging contracts with M&T, including interest rate swap agreements, interest rate cap agreements, interest rate collar agreements, or any other agreements or that are designed to protect us against fluctuations in interest rates or currency exchange rates.

The Amended Loan Agreement contains customary default provisions, including but not limited to the failure by us to repay obligations when due, violation of provisions or representations provided in the Amended Loan Agreement, bankruptcy by us, suspension of our business or any of our subsidiaries and certain material judgments. After expiration of the Contract Period or if a continued event of default occurs, interest will accrue on the principal balance at a rate of 2% in excess of the then applicable non-default interest rate. The Amended Loan Agreement includes customary affirmative, negative and financial covenants, including a maximum ratio of consolidated funded debt to consolidated EBITDA and a fixed charge coverage ratio. Our obligations under the Amended Loan Agreement are secured by liens on substantially all of our tangible and intangible assets that are owned as of the Closing Date or acquired thereafter.

On October 28, 2021, we drew $12,000 under the Term Note to finance the acquisition of Videology as discussed above. We also entered into an interest rate swap agreement with M&T as of this date which is designed to protect us against fluctuations in interest rates during the five year repayment and amortization period. As a result, the annual interest rate we expect to pay for this draw under the Term Note is fixed at approximately 3.2% based on current leverage.

On December 29, 2021, we drew $8,500 under the Term Note to finance the acquisition of Acculogic as discussed above. We did not enter into an interest rate swap agreement with M&T related to this draw. The annual interest rate we expect to pay for this draw under the Term Note is variable. At December 31, 2022 it was approximately 4.0% based on current leverage. Effective March 1, 2023, this rate had increased to approximately 6.7%.

The following table sets forth the remaining maturities of long-term debt:

2023	$	4,100
2024		4,100
2025		4,100
2026		3,842
	$	16,142

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Note 10 - Leases (Tables)

12 Months Ended

Dec. 31, 2022

Lease, Cost [Table Text Block]

	Years Ended December 31,
	2022		2021

Operating lease cost	$	1,340	$	1,191
Short-term lease cost	$	81	$	82

Range of remaining lease terms (in years)	0.3	to	8.3
Weighted average remaining lease term (in years)		5.0
Weighted average discount rate		4.4%

Lessee, Operating Lease, Liability, Maturity [Table Text Block]

2023	$	1,885
2024		1,834
2025		983
2026		691
2027		696
Thereafter		944
Total lease payments	$	7,033
Less imputed interest		(683	)
Total	$	6,350

Supplemental Cash Flow Infomation, Lessee [Table Text Block]

	Operating Lease Liabilities		ROU Assets
Extension of facility lease – Singapore	$	51	$	51
Addition to automobile leases – Videology	$	42	$	42
Addition to facility leases – Acculogic	$	942	$	942
Addition to facility leases – Acculogic	$	127	$	127

	Operating Lease Liabilities		ROU Assets
Addition to facility leases – Fremont, CA	$	202	$	202
Addition to facility leases – Videology	$	252	$	252
Addition to automobile leases – Videology	$	54	$	54
Addition to facility leases – Acquisition of Acculogic	$	78	$	76

Note 5 - Restructuring and Other Charges (Details Textual) - USD ($) $ in Thousands			12 Months Ended
	Jul. 19, 2021	Jun. 10, 2021	Dec. 31, 2021	Dec. 31, 2022	Jan. 01, 2021	Dec. 31, 2020
Incremental Sublease Income Above Impairment Charge	$ 350
Restructuring Reserve, Ending Balance			$ 70	$ 0		$ 340
EMS Segment Restructuring and Facility Consolidation [Member]
Restructuring Reserve, Ending Balance			0	0		233
EMS Segment Restructuring and Facility Consolidation [Member] \| Integration of Manufacturing Operations [Member]
Restructuring and Related Costs, Incurred Cost, Total			183
Executive Management Changes [Member]
Restructuring and Related Costs, Incurred Cost, Total			370
Restructuring Reserve, Ending Balance			70	$ 0		$ 107
Executive Management Changes [Member] \| Employee Severance [Member]
Restructuring and Related Costs, Incurred Cost, Total		$ 120	120
Executive Management Changes [Member] \| Employee Severance [Member] \| Restructuring and Other Charges [Member]
Restructuring and Related Costs, Incurred Cost, Total			120
Executive Management Changes [Member] \| Legal Fees [Member]
Restructuring and Related Costs, Incurred Cost, Total			159
Executive Management Changes [Member] \| Subletting Costs of the Mansfield MA Facility [Member]
Restructuring Reserve, Ending Balance					$ 70
Stock-based Compensation Expense [Member] \| Modification Cost [Member]
Restructuring and Related Costs, Incurred Cost, Total			$ 91

Note 15 - Stock-based Compensation Plan - Stock Option Activity (Details) (Parentheticals) - shares	Dec. 31, 2022	Dec. 31, 2021
Options exercisable (in shares)	167,886	59,195

Note 15 - Stock-based Compensation Plan (Details Textual) - USD ($)						1 Months Ended	12 Months Ended
	Mar. 09, 2022	Oct. 01, 2021	Jun. 14, 2021	Mar. 10, 2021	Aug. 24, 2020	Aug. 31, 2020	Dec. 31, 2022	Dec. 31, 2021	Jun. 22, 2022	Jun. 19, 2019	Jun. 25, 2014
Share-based Payment Arrangement, Amount Capitalized							$ 0	$ 0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share)							$ 4.53
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value							$ 643,000	$ 1,101,000
Share-Based Payment Arrangement, Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year)							10 years
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)							4 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share)								$ 5.70
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)							123,533	131,209
Restricted Stock [Member] \| Employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)							4 years
Restricted Stock [Member] \| Independent Directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)							1 year
Restricted Stock [Member] \| Independent Directors [Member] \| Share-Based Payment Arrangement, Tranche One [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage							25.00%
Restricted Stock [Member] \| Independent Directors [Member] \| Share-Based Payment Arrangement, Tranche Two [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage							25.00%
Restricted Stock [Member] \| Independent Directors [Member] \| Share-Based Payment Arrangement, Tranche Three [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage							25.00%
Restricted Stock [Member] \| Independent Directors [Member] \| Share-based Compensation Award, Tranche Four [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage							25.00%
Restricted Stock [Member] \| President [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)					141,610
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Granted, Fair Value					$ 650,000
Restricted Stock [Member] \| Members of The Senior Management [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)		5,000		18,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Expected to Forfeit, Outstanding, Number (in shares)							6,000
Restricted Stock [Member] \| Members of The Senior Management [Member] \| Share-Based Payment Arrangement, Tranche One [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage							100.00%
Share-based Compensation Arrangement By Share-based Payment Award, Award Vesting Rights Percentage Lower Range				0.00%
Share-based Compensation Arrangement By Share-based Payment Award, Award Vesting Rights Percentage Upper Range				150.00%
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number (in shares)							12,000
Restricted Stock [Member] \| Chief Financial Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)			7,941
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Granted, Fair Value			$ 133,000
Restricted Stock [Member] \| Chief Executive Officer and Chief Financial Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)	3 years
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage							100.00%
Share-based Compensation Arrangement By Share-based Payment Award, Award Vesting Rights Percentage Lower Range	0.00%
Share-based Compensation Arrangement By Share-based Payment Award, Award Vesting Rights Percentage Upper Range	150.00%
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)	20,493
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Value	$ 200,000
Stock Plan 2014 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares)									2,500,000	2,000,000	500,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares)							931,119
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total							$ 2,892
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)							2 years 2 months 12 days
Restricted Stock Vesting in Three Years [Member] \| Restricted Stock [Member] \| Vesting Based On Performance Metrics [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage						100.00%
Share-based Compensation Arrangement By Share-based Payment Award, Award Vesting Rights Percentage Lower Range						0.00%
Share-based Compensation Arrangement By Share-based Payment Award, Award Vesting Rights Percentage Upper Range						150.00%	150.00%
Restricted Stock Vesting in Three Years [Member] \| Restricted Stock [Member] \| President [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)					75,162
Restricted Stock Vesting in Three Years [Member] \| Restricted Stock [Member] \| President [Member] \| Share-Based Payment Arrangement, Tranche One [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)					3 years
Share-based Compensation Arrangement By Share-based Payment Award, Award Vesting Rights Percentage Lower Range					0.00%
Share-based Compensation Arrangement By Share-based Payment Award, Award Vesting Rights Percentage Upper Range					150.00%
Restricted Stock Vesting in Four Years [Member] \| Restricted Stock [Member] \| President [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)					4 years
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)					66,448
Restricted Stock Vesting in Four Years [Member] \| Restricted Stock [Member] \| President [Member] \| Share-Based Payment Arrangement, Tranche One [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage					25.00%
Restricted Stock Vesting in Four Years [Member] \| Restricted Stock [Member] \| Chief Financial Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)			4 years
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)			1,988
Restricted Stock Vesting in Four Years [Member] \| Restricted Stock [Member] \| Chief Financial Officer [Member] \| Share-Based Payment Arrangement, Tranche One [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage			25.00%
Restricted Stock Vesting on August 24, 2023 [Member] \| Restricted Stock [Member] \| Chief Financial Officer [Member]
Share-based Compensation Arrangement By Share-based Payment Award, Award Vesting Rights Percentage Lower Range			0.00%
Share-based Compensation Arrangement By Share-based Payment Award, Award Vesting Rights Percentage Upper Range			150.00%				150.00%
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)			5,953
Restricted Stock Vesting on January 1, 2025 [Member] \| Restricted Stock [Member] \| Members of The Senior Management [Member] \| Vesting Based On Performance Metrics [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage								100.00%
Share-based Compensation Arrangement By Share-based Payment Award, Award Vesting Rights Percentage Lower Range		0.00%
Share-based Compensation Arrangement By Share-based Payment Award, Award Vesting Rights Percentage Upper Range		150.00%

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings	$ 8,461	$ 7,283
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Depreciation and amortization	4,734	3,145
Provision for excess and obsolete inventory	771	203
Foreign exchange loss	109	34
Amortization of deferred compensation related to stock-based awards	1,787	1,450
Discount on shares sold under Employee Stock Purchase Plan	(36)	(8)
Proceeds from sale of demonstration equipment, net of gain	68	145
Loss on disposal of property and equipment	0	50
Deferred income tax benefit	(1,659)	(489)
Changes in assets and liabilities:
Trade accounts receivable	(4,886)	(4,775)
Inventories	(10,631)	(2,544)
Prepaid expenses and other current assets	(243)	(416)
Restricted certificates of deposit	0	40
Other assets	(2)	(9)
Operating lease liabilities	(1,363)	(1,218)
Accounts payable	2,875	1,177
Accrued wages and benefits	(118)	1,220
Accrued professional fees	(157)	267
Customer deposits and deferred revenue	(1,464)	4,755
Accrued sales commission	621	280
Domestic and foreign income taxes payable	(573)	301
Other current liabilities	184	(59)
Other liabilities	61	(6)
Net cash provided by (used in) operating activities	(1,389)	10,842
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of businesses, net of cash acquired	0	(20,378)
Payment of contingent consideration related to Z-Sciences acquisition	(179)	0
Refund of final working capital adjustment related to Acculogic	371	0
Purchase of property and equipment	(1,365)	(994)
Purchase of short term investments	(3,494)	0
Sales of short term investments	3,494	0
Net cash used in investing activities	(1,173)	(21,372)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from stock options exercised	38	1,582
Proceeds from shares sold under Employee Stock Purchase Plan	197	43
Acquisition of treasury stock-shares surrendered by employees to satisfy tax liability	(10)	0
Net cash provided by (used in) financing activities	(3,733)	21,725
Effects of exchange rates on cash	(324)	(277)
Net cash provided by (used in) all activities	(6,619)	10,918
Cash, cash equivalents and restricted cash at beginning of period	21,195	10,277
Cash, cash equivalents and restricted cash at end of period	14,576	21,195
Cash payments for:
Domestic and foreign income taxes	3,924	1,322
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of unvested shares of restricted stock	1,138	1,541
Forfeiture of unvested shares of restricted stock	(54)	(164)
Details of acquisitions (Note 3):
Fair value of assets acquired, net of cash	(49)	17,717
Liabilities assumed	0	(3,849)
Contingent consideration	500	(1,109)
Goodwill resulting from acquisitions	(451)	7,619
Net cash paid for acquisitions	0	20,378
Term Note [Member]
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Term Note	0	20,500
Repayments of Term Note	$ (3,958)	$ (400)

Note 19 - Segment Information - Segment Information (Details) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Dec. 31, 2022

Sep. 30, 2022

Jun. 30, 2022

Mar. 31, 2022

Dec. 31, 2021

^[1]

Sep. 30, 2021

^[2]

Jun. 30, 2021

^[3]

Mar. 31, 2021

^[4]

Dec. 31, 2022

Dec. 31, 2021

$ 32,405

$ 30,771

$ 29,571

$ 24,081

$ 22,358

$ 21,144

$ 21,820

$ 19,556

$ 116,828

$ 84,878

Acquired intangible amortization

$ 3,881

$ 3,039

$ 2,570

$ 655

$ 236

$ 2,532

$ 3,056

$ 2,578

10,145

8,402

(2,694)

(1,440)

Other income (expense)

(576)

(57)

Operating Segments [Member]

116,828

84,878

Operating Segments [Member] | Electronic Test [Member]

21,978

18,981

40,219

32,509

Operating Segments [Member] | Environmental Technologies [Member]

9,931

10,926

30,172

26,896

Operating Segments [Member] | Process Technologies [Member]

3,817

4,236

46,437

25,473

Corporate, Non-Segment [Member]

8,230

3,819

$ (8,563)

$ (9,082)

[1]	The quarter ended December 31, 2021 includes a recovery of $17 of restructuring and other charges which are discussed in Note 5.
[2]	The quarter ended September 30, 2021 includes $51 of restructuring and other charges which are discussed in Note 5.
[3]	The quarter ended June 30, 2021 includes $197 of restructuring and other charges which are discussed in Note 5.
[4]	The quarter ended March 31, 2021 includes $55 of restructuring and other charges which are discussed in Note 5.

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenue	$ 116,828	$ 84,878
Cost of revenue	63,388	43,654
Gross profit	53,440	41,224
Operating expenses:
Selling expense	15,903	11,083
Engineering and product development expense	7,529	5,531
General and administrative expense	19,287	15,865
Restructuring and other charges	0	286
Total operating expenses	42,719	32,765
Operating income	10,721	8,459
Interest expense	(635)	(89)
Other income	59	32
Earnings before income tax expense	10,145	8,402
Income tax expense	1,684	1,119
Net earnings	$ 8,461	$ 7,283
Earnings per common share – basic (in dollars per share)	$ 0.79	$ 0.70
Weighted average common shares outstanding – basic (in shares)	10,673,017	10,462,246
Earnings per common share – diluted (in dollars per share)	$ 0.78	$ 0.68
Weighted average common shares and common share equivalents outstanding – diluted (in shares)	10,862,538	10,729,862

Note 2 - Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Significant Accounting Policies [Text Block]

(2)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Use of Estimates

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

Reclassifications

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

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 year ended December 31, 2022.

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 operating 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 in the consolidated statement of operations 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.

Restructuring and Other Charges

In accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 420 (Exit or Disposal Cost Obligations), we recognize a liability for restructuring costs at fair value only when the liability is incurred. Workforce-related charges are accrued when it is determined that a liability has been incurred, which is generally after individuals have been notified of their termination dates and expected severance benefits. Depending on the timing of the termination dates, these charges may be recognized upon notification or ratably over the remaining required service period of the employees. Plans to consolidate excess facilities may result in lease termination fees and impairment charges related to our right-of-use (“ROU”) assets that are associated with the leases for these facilities. Other long-lived assets that may be impaired as a result of restructuring consist of property and equipment, goodwill and intangible assets. Asset impairment charges included in restructuring and other charges are based on an estimate of the amounts and timing of future cash flows related to the expected future remaining use and ultimate sale or disposal of the asset, and, in the case of our ROU assets, would include expected future sublease rental income, if applicable. These estimates are derived using the guidance in ASC Topic 842 (Leases), ASC Topic 360 (Property, Plant and Equipment) and ASC Topic 350 (Intangibles - Goodwill and Other).

Cash, Cash Equivalents and Restricted Cash

Short-term investments that have maturities of three months or less when purchased are considered to be cash equivalents and are carried at cost, which approximates fair value. Our cash balances, which are deposited with highly reputable financial institutions, at times may exceed the federally insured limits. We have not experienced any losses related to these cash balances and believe the credit risk to be minimal.

Restricted cash represents amounts deposited at our bank in the Netherlands to support a bank guarantee which one of the customers of our induction heating products required as a condition of paying a deposit on a large order they placed with us in 2022. The amount of the deposit, and, accordingly, the guarantee, was EUR 1,160. At December 31, 2022 this amount was $1,142. The related order is Euro denominated.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets and the consolidated statements of cash flows:

December 31,

2022

2021

Cash and cash equivalents
$ 13,434 $ 21,195

Restricted cash
1,142 -

Total cash, cash equivalents and restricted cash
$ 14,576 $ 21,195

Trade Accounts Receivable and Allowance for Doubtful Accounts

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. We grant credit to customers and generally require no collateral. To minimize our risk, we perform ongoing credit evaluations of our customers' financial condition. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance based on historical write-off experience and the aging of such receivables, among other factors. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. We do not have any significant off-balance sheet credit exposure related to our customers. Bad debt recoveries totaled $470 for the year ended December 31, 2022. These amounts had all been fully written off in a prior period or pre-acquisition, in the case of recently acquired businesses, and were no longer in our accounts receivable balance. Bad debt expense to reserve for items currently in our accounts receivable balance which we do not expect to collect totaled $286k for the year. There was no bad debt expense (recovery) recorded for the year ended December 31, 2021. Cash flows from accounts receivable are recorded in operating cash flows.

Fair Value of Financial Instruments

Our financial instruments include cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, our credit facility, interest rate swaps and our liabilities for contingent consideration. Our cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at cost which approximates fair value, due to the short maturities of the accounts. Our credit facility and our interest rate swap are discussed further below and in Note 12. Our liabilities for contingent consideration are accounted for in accordance with the guidance in Accounting Standards Codification ASC 820 (Fair Value Measurement). ASC 820 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). Our contingent consideration liabilities are measured at fair value on a recurring basis using Level 3 inputs which are inputs that are unobservable and significant to the overall fair value measurement. These unobservable inputs 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. See Note 4 for further disclosures related to the fair value of our liabilities for contingent consideration.

Goodwill, Intangible and Long-Lived Assets

As discussed in Notes 1 and 19, during the year ended December 31, 2021, we managed our business as two operating segments which were also our reportable segments and reporting units: Thermal and EMS. Effective January 1, 2022, we reorganized our operating segments. Accordingly, for 2022, we have three operating segments which are also our reportable segments and reporting units: Electronic Test, Environmental Technologies and Process Technologies.

We account for goodwill and intangible assets in accordance with Accounting Standards Codification (“ASC”) Topic 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 at the beginning of the fourth quarter on a reporting unit basis, or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. Goodwill is considered to be impaired if the fair value of a reporting unit is less than its carrying amount. 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, as a result of our qualitative assessment, we determine that it is more-likely-than-not that the fair value of the reporting unit is greater than its carrying amount, a quantitative goodwill impairment test is not required. However, if, as a result of our qualitative assessment, we determine it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, or, if we choose not to perform a qualitative assessment, we are required to perform a quantitative goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized.

The quantitative goodwill impairment test compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The goodwill impairment assessment is based upon the income approach, which estimates the fair value of our reporting units based upon a discounted cash flow approach. 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 control premiums, discount rates, 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 at the beginning of 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, property and equipment and right-of-use (“ROU”) assets, 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.

Revenue Recognition

We recognize revenue in accordance with the guidance in ASC Topic 606 (Revenue from Contracts with Customers). We recognize revenue for the sale of products or services when our performance obligations under the terms of a contract with a customer are satisfied and control of the product or service has been transferred to the customer. Generally, this occurs when we ship a product or perform a service. In certain cases, recognition of revenue is deferred until the product is received by the customer or at some other point in the future when we have determined that we have satisfied our performance obligations under the contract. Our contracts with customers may include a combination of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. In addition to the sale of products and services, we also lease certain of our equipment to customers under short-term lease agreements. We recognize revenue from equipment leases on a straight-line basis over the lease term.

Revenue is recorded in an amount that reflects the consideration we expect to receive in exchange for those products or services. We do not have any material variable consideration arrangements, or any material payment terms with our customers other than standard payment terms which generally range from net 30 to net 90 days. We generally do not provide a right of return to our customers. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities.

Nature of Products and Services

We are a global supplier of innovative test and process solutions for use in manufacturing and testing in targeted markets including automotive, defense/aerospace, industrial, life sciences, security and semiconductor. We sell thermal management products including ThermoStreams, ThermoChambers, process chillers, refrigerators and freezers, which we sell under our Temptronic, Sigma, Thermonics and North Sciences (formerly Z-Sciences) product lines, and Ambrell Corporation’s (“Ambrell”) precision induction heating systems, including EKOHEAT and EASYHEAT products. As a result of the acquisition of Videology, we sell industrial-grade circuit board mounted video digital cameras and related devices, systems and software. We sell semiconductor ATE interface solutions which include manipulators, docking hardware and electrical interface products. As a result of the acquisition of Acculogic, we sell robotics-based electronic production test equipment. We provide post-warranty service and support for the equipment we sell. We sell semiconductor ATE interface solutions and certain thermal management products to the semi market. We also sell many of our products to various other markets including the automotive, defense/aerospace, industrial, life sciences and security markets.

We lease certain of our equipment under short-term leasing agreements with original lease terms of six months or less. Our lease agreements do not contain purchase options.

Types of Contracts with Customers

Our contracts with customers are generally structured as individual purchase orders which specify the exact products or services being sold or equipment being leased along with the selling price, service fee or monthly lease amount for each individual item on the purchase order. Payment terms and any other customer-specific acceptance criteria are also specified on the purchase order. We generally do not have any customer-specific acceptance criteria, other than that the product performs within the agreed upon specifications. We test substantially all products manufactured as part of our quality assurance process to determine that they comply with specifications prior to shipment to a customer.

Contract Balances

We record accounts receivable at the time of invoicing. Accounts receivable, net of the allowance for doubtful accounts, is included in current assets on our balance sheet. To the extent that we do not recognize revenue at the same time as we invoice, we record a liability for deferred revenue. In certain instances, we also receive customer deposits in advance of invoicing and recording of accounts receivable. Deferred revenue and customer deposits are included in current liabilities on our consolidated balance sheets.

The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable balance. We determine the allowance based on known troubled accounts, if any, historical experience, and other currently available evidence.

Costs to Obtain a Contract with a Customer

The only costs we incur associated with obtaining contracts with customers are sales commissions that we pay to our internal sales personnel or third-party sales representatives. These costs are calculated based on set percentages of the selling price of each product or service sold. Commissions are considered earned by our internal sales personnel at the time we recognize revenue for a particular transaction. Commissions are considered earned by third-party sales representatives at the time that revenue is recognized for a particular transaction. We record commission expense in our consolidated statements of operations at the time the commission is earned. Commissions earned but not yet paid are included in current liabilities on our balance sheets.

Product Warranties

In connection with the sale of our products, we generally provide standard one- or two-year product warranties which are detailed in our terms and conditions and communicated to our customers. Our standard warranties are not offered for sale separately from our products; therefore, there is not a separate performance obligation related to our standard warranties. We record estimated warranty expense for our standard warranties at the time of sale based upon historical claims experience. We offer customers an option to separately purchase an extended warranty on certain products. In the case of extended warranties, we recognize revenue in the amount of the sale price for the extended warranty on a straight-line basis over the extended warranty period. We record costs incurred to provide service under an extended warranty at the time the service is provided. Warranty expense is included in selling expense in our consolidated statements of operations.

See Notes 7 and 19 for further information about our revenue from contracts with customers.

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. Our criteria identify excess material as the quantity of material on hand that is greater than the average annual usage of that material over the prior three years. Our criteria identify obsolete material as material that has not been used in a work order during the prior twenty-four months. 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 $771 and $203 for the years ended December 31, 2022 and 2021, respectively.

Property and Equipment

Machinery and equipment are stated at cost, except for machinery and equipment acquired in a business combination, which are stated at fair value at the time of acquisition. As previously discussed above under "Goodwill, Intangible and Long-Lived Assets," machinery and equipment that has been determined to be impaired is written down to its fair value at the time of the impairment. Depreciation is based upon the estimated useful life of the assets using the straight-line method. The estimated useful lives range from one to ten years. Leasehold improvements are recorded at cost and amortized over the shorter of the lease term or the estimated useful life of the asset. Total depreciation expense was $809 and $666 for the years ended December 31, 2022 and 2021, respectively.

Leases

We account for leases in accordance with ASC Topic 842 (Leases). We determine if an arrangement is a lease at inception. A lease contract is within scope if the contract has an identified asset (property, plant or equipment) and grants the lessee the right to control the use of the asset during the lease term. The identified asset may be either explicitly or implicitly specified in the contract. In addition, the supplier must not have any practical ability to substitute a different asset and would not economically benefit from doing so for the lease contract to be in scope. The lessee’s right to control the use of the asset during the term of the lease must include the ability to obtain substantially all of the economic benefits from the use of the asset as well as decision-making authority over how the asset will be used. Leases are classified as either operating leases or finance leases based on the guidance in ASC Topic 842. Operating leases are included in operating lease ROU assets and operating lease liabilities in our consolidated balance sheets. Finance leases are included in property and equipment and financing lease liabilities. We do not currently have any financing leases.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. None of our leases provide an implicit rate; therefore, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease. We include these options in the determination of the amount of the ROU asset and lease liability when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Certain of our operating leases contain predetermined fixed escalations of minimum rentals and rent holidays during the original lease terms. Rent holidays are periods during which we have control of the leased facility but are not obligated to pay rent. For these leases, our ROU asset and lease liability are calculated including any rent holiday in the determination of the life of the lease.

We have lease agreements which contain both lease and non-lease components, which are generally accounted for separately. In addition to the monthly rental payments due, most of our leases for our offices and warehouse facilities include non-lease components representing our portion of the common area maintenance, property taxes and insurance charges incurred by the landlord for the facilities which we occupy. These amounts are not included in the calculation of the ROU assets and lease liabilities as they are based on actual charges incurred in the periods to which they apply.

Operating lease payments are included in cash outflows from operating activities on our consolidated statements of cash flows. Amortization of ROU assets is presented separately from the change in operating lease liabilities and is included in Depreciation and Amortization on our consolidated statements of cash flows.

We have made an accounting policy election not to apply the recognition requirements of ASC Topic 842 to short-term leases (leases with a term of one year or less at the commencement date of the lease). Lease expense for short-term lease payments is recognized on a straight-line basis over the lease term.

See Note 10 for further disclosures regarding our leases.

Interest Rate Swap Agreement

We are exposed to interest rate risk on our floating-rate debt. We have entered into an interest rate swap agreement to effectively convert our floating-rate debt to a fixed-rate basis for a portion of our floating rate debt, as discussed further in Notes 4 and 12. The principal objective of this agreement is to eliminate the variability of the cash flows for interest payments associated with our floating-rate debt, thus reducing the impact of interest rate changes on future interest payment cash flows. We have elected to apply the hedge accounting rules in accordance with ASC Topic 815 (Derivatives and Hedging). Further, we have determined that this agreement qualifies for the shortcut method of hedge accounting. Changes in the fair value of interest rate swap agreements designated as cash flow hedges are recorded as a component of accumulated other comprehensive income (loss) within stockholders’ equity and are amortized to interest expense over the term of the related debt.

Contingent Liability for Repayment of State and Local Grant Funds Received

In connection with leasing a facility in Rochester, New York, which our subsidiary, Ambrell, occupied in May 2018, we entered into agreements with the city of Rochester and the state of New York under which we received grants totaling $550 to help offset a portion of the cost of the leasehold improvements we made to this facility. The final payment of $87 was received during the three months ended March 31, 2022. In exchange for the funds we received under these agreements, we are required to create and maintain specified levels of employment in this location through various dates ending in 2024. If we fail to meet these employment targets, we may be required to repay a proportionate share of the proceeds. At December 31, 2022, $285 of the total proceeds received could still be required to be repaid if we do not meet the targets. We have recorded this amount as a contingent liability which is included in other liabilities on our consolidated balance sheet. Those portions of the proceeds which are no longer subject to repayment are reclassified to deferred grant proceeds and amortized to income on a straight-line basis over the remaining lease term for the Rochester facility. Deferred grant proceeds are included in other current liabilities and other liabilities on our balance sheet and totaled $208 at December 31, 2022. At December 31, 2022, we were in compliance with the employment targets as specified in the grant agreement with the city of Rochester.

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, which is then amortized to expense over the service periods. See further disclosures related to our stock-based compensation plans in Note 15.

Engineering and Product Development

Engineering and product development costs, which consist primarily of the salary and related benefits costs of our technical staff, as well as the cost of materials used in product development, are expensed as incurred.

Foreign Currency

For our foreign subsidiaries whose functional currencies are not the U.S. dollar, assets and liabilities are translated using the exchange rate in effect at the balance sheet date. The results of operations are translated using an average exchange rate for the period. The effects of rate fluctuations in translating assets and liabilities of these international operations into U.S. dollars are included in accumulated other comprehensive earnings in stockholders' equity. Transaction gains or losses are included in net earnings. For the years ended December 31, 2022 and 2021, foreign currency transaction losses were $109 and $34, respectively.

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. See Note 13 for additional information regarding income taxes.

Net Earnings (Loss) Per Common Share

Net earnings (loss) per common share - basic is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding during each period. Net earnings (loss) per common share - diluted is computed by dividing net earnings (loss) 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 (loss) per share because their effect was anti-dilutive:

Years Ended
December 31,

2022

2021

Weighted average common shares outstanding–basic
10,673,017 10,462,246

Potentially dilutive securities:

Unvested shares of restricted stock and employee stock options
189,521 267,616

Weighted average common shares and common share equivalents outstanding–diluted
10,862,538 10,729,862

Average number of potentially dilutive securities excluded from calculation
478,024 231,938

Effect of Recently Issued Amendments to Authoritative Accounting Guidance

In June 2016, the Financial Accounting Standards Board (“FASB”) issued amendments to the guidance for accounting for credit losses. In November 2019, the FASB deferred the effective date of these amendments for certain companies, including smaller reporting companies. As a result of the deferral, the amendments are effective for us for reporting periods beginning after December 15, 2022. The amendments replace the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires the use of a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. The amendments require a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. We plan to adopt the amendments when they become effective for us on January 1, 2023. The adoption of these amendments will not have a material impact on our consolidated financial statements.

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 13,434	$ 21,195
Restricted cash	1,142	0
Trade accounts receivable, net of allowance for doubtful accounts of $496 and $213, respectively	21,215	16,536
Inventories	22,565	12,863
Prepaid expenses and other current assets	1,695	1,483
Total current assets	60,051	52,077
Property and equipment:
Machinery and equipment	6,625	5,733
Leasehold improvements	3,242	3,001
Gross property and equipment	9,867	8,734
Less: accumulated depreciation	(6,735)	(6,046)
Net property and equipment	3,132	2,688
Right-of-use assets, net	5,770	5,919
Goodwill	21,605	21,448
Intangible assets, net	18,559	21,634
Deferred tax assets	280	0
Restricted certificates of deposit	100	100
Other assets	569	39
Total assets	110,066	103,905
Current liabilities:
Current portion of Term Note	4,100	4,100
Current portion of operating lease liabilities	1,645	1,371
Accounts payable	7,394	4,281
Accrued wages and benefits	3,907	4,080
Accrued professional fees	884	1,048
Customer deposits and deferred revenue	4,498	6,038
Accrued sales commission	1,468	863
Domestic and foreign income taxes payable	1,409	2,024
Other current liabilities	1,564	1,267
Total current liabilities	26,869	25,072
Operating lease liabilities, net of current portion	4,705	5,248
Term Note, net of current portion	12,042	16,000
Deferred tax liabilities	0	1,379
Contingent consideration	1,039	930
Other liabilities	455	453
Total liabilities	45,110	49,082
Commitments and Contingencies (Note 14)
Stockholders' equity:
Preferred stock, $0.01 par value; 5,000,000 shares authorized; no shares issued or outstanding	0	0
Common stock, $0.01 par value; 20,000,000 shares authorized; 11,063,271 and 10,910,460 shares issued, respectively	111	109
Additional paid-in capital	31,987	29,931
Retained earnings	32,854	24,393
Accumulated other comprehensive earnings	218	594
Treasury stock, at cost; 34,308 and 33,077 shares, respectively	(214)	(204)
Total stockholders' equity	64,956	54,823
Total liabilities and stockholders' equity	$ 110,066	$ 103,905

Note 16 - Stock Repurchase Plans

12 Months Ended

Dec. 31, 2022

Stock Repurchase Plan [Text Block]

(16)

STOCK REPURCHASE PLANS

On July 31, 2019, our Board of Directors authorized the repurchase of up to $3,000 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, as amended (the “Exchange Act”), or in privately negotiated transactions pursuant to a newly authorized stock repurchase plan (the “2019 Repurchase Plan”). Repurchases are to be made under a Rule 10b5-1 plan entered into with RW Baird & Co., which permits shares to be repurchased when we might otherwise be precluded from doing so under insider trading laws and our internal trading windows. The 2019 Repurchase Plan does not obligate us to purchase any particular amount of common stock and can be suspended or discontinued at any time without prior notice. The 2019 Repurchase Plan is funded using our operating cash flow or available cash. Purchases began on September 18, 2019 under this plan. On March 2, 2020, we suspended repurchases under the 2019 Repurchase Plan. From the adoption of the 2019 Repurchase Plan through the suspension of the plan, we repurchased a total of 243,075 shares at a cost of $1,216, which includes fees paid to our broker of $6. All of the repurchased shares were retired.

Note 8 - Major Customers (Details Textual)	12 Months Ended
Note 8 - Major Customers (Details Textual)	Dec. 31, 2022	Dec. 31, 2021
Number of Major Customers	0	1
Customer Concentration Risk [Member] \| Revenue Benchmark [Member] \| Texas Instruments Incorporated [Member]
Concentration Risk, Percentage		13.00%

Note 17 - Employee Stock Purchase Plan

12 Months Ended

Dec. 31, 2022

Employee Stock Purchase Plan [Text Block]

(17)

EMPLOYEE STOCK PURCHASE PLAN

The inTEST Corporation Employee Stock Purchase Plan (the “ESPP”) was adopted by the Board in April 2021 subject to approval by our stockholders, which occurred on June 23, 2021 at our Annual Meeting of Stockholders. The ESPP provides our eligible employees with an opportunity to purchase common stock through accumulated payroll deductions at a discounted purchase price. The ESPP became effective on October 1, 2021.

The ESPP provides that an aggregate of up to 250,000 shares of our common stock will be available for issuance under the ESPP. The shares of our common stock purchasable under the ESPP will be shares of authorized but unissued or reacquired shares, including shares repurchased by us on the open market.

During the year ended December 31, 2022, employees purchased 27,162 shares of our stock through the ESPP at a cost of $197. The closing market price on the dates of purchase were $10.73, $6.82, $7.63 and $10.30, respectively. The prices paid by employees were $9.12, $5.80, $6.49 and $8.76, respectively, which represented a 15% discount. The total amount of the discount of $36 was recorded as compensation expense in our consolidated statements of operations.

From the effective date of the ESPP through December 31, 2021, employees purchased 3,991 shares of our stock through the ESPP at a cost of $43. The closing market price on the date of the purchase was $12.72. The price paid by employees was $10.81 which represented a 15% discount. The total amount of the discount of $8 was recorded as compensation expense in our consolidated statements of operations.

Note 7 - Revenue From Contracts With Customers - Disaggregation of Revenues (Details) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Dec. 31, 2022

Sep. 30, 2022

Jun. 30, 2022

Mar. 31, 2022

Dec. 31, 2021

^[1]

Sep. 30, 2021

^[2]

Jun. 30, 2021

^[3]

Mar. 31, 2021

^[4]

Dec. 31, 2022

Dec. 31, 2021

Semiconductor Market [Member]

$ 32,405

$ 30,771

$ 29,571

$ 24,081

$ 22,358

$ 21,144

$ 21,820

$ 19,556

$ 116,828

$ 84,878

Industrial Market [Member]

68,422

54,937

10,038

7,314

Automotive [Member]

10,776

6,205

Life Sciences [Member]

Defense/ Aerospace [Member]

4,589

2,353

7,006

5,043

Security [Member]

Other Multi Markets [Member]

3,241

699

Thermal Testing Products [Member]

12,756

8,327

22,246

19,204

Thermal Process [Member]

Semiconductor Production Test Products [Member]

38,574

26,260

28,529

30,829

Video Imaging [Member]

Flying Probe and In-circuit Testers [Member]

9,499

1,434

Service and Other Products [Member]

7,414

10,566

7,103

End User [Member]

OEM and Integrators [Member]

84,468

62,541

$ 32,360

$ 22,337

[1]	The quarter ended December 31, 2021 includes a recovery of $17 of restructuring and other charges which are discussed in Note 5.
[2]	The quarter ended September 30, 2021 includes $51 of restructuring and other charges which are discussed in Note 5.
[3]	The quarter ended June 30, 2021 includes $197 of restructuring and other charges which are discussed in Note 5.
[4]	The quarter ended March 31, 2021 includes $55 of restructuring and other charges which are discussed in Note 5.

Note 10 - Leases

12 Months Ended

Dec. 31, 2022

Lessee, Operating Leases [Text Block]

(10)

LEASES

As previously discussed in Note 2, we account for our leases in accordance with the guidance in ASC Topic 842. We lease our offices, warehouse facilities and certain equipment under non-cancellable operating leases that expire at various dates through 2031. Total operating lease and short-term lease costs for the years ended December 31, 2022 and 2021, respectively, were as follows:

	Years Ended December 31,
	2022		2021

Operating lease cost	$	1,340	$	1,191
Short-term lease cost	$	81	$	82

The following is additional information about our leases at December 31, 2022:

Range of remaining lease terms (in years)	0.3	to	8.3
Weighted average remaining lease term (in years)		5.0
Weighted average discount rate		4.4%

Maturities of lease liabilities at December 31, 2022 were as follows:

2023	$	1,885
2024		1,834
2025		983
2026		691
2027		696
Thereafter		944
Total lease payments	$	7,033
Less imputed interest		(683	)
Total	$	6,350

Cash Flow Information

Total amortization of ROU assets for the years ended December 31, 2022 and 2021 was $1,241 and $1,039, respectively.

Lease Modifications and Additions

Supplemental cash flow information related to leases for the years ended December 31, 2022 and 2021 was as follows:

Year ended December 31, 2022

Non-cash increases in operating lease liabilities and ROU assets as a result of acquisitions and the execution of new leases:

	Operating Lease Liabilities		ROU Assets
Extension of facility lease – Singapore	$	51	$	51
Addition to automobile leases – Videology	$	42	$	42
Addition to facility leases – Acculogic	$	942	$	942
Addition to facility leases – Acculogic	$	127	$	127

During the first quarter of 2022, we executed an amendment to the lease for our facility in Singapore which extended the term for a period of 24 months commencing on April 1, 2022 and expiring on March 31, 2024. At the effective date of this modification, we recorded a non-cash increase in our ROU assets and operating lease liabilities of approximately $51.

During the third quarter of 2022, we executed a 48-month lease for an automobile for our Videology operation in Europe. At the effective date of this lease, we recorded a non-cash increase in our ROU assets and operating lease liabilities of approximately $42.

During the fourth quarter of 2022, we executed a 62-month lease for a new facility for our Acculogic operation in Canada and a 37-month lease for a new facility for our Acculogic operation in California. At the effective date of these leases, we recorded non-cash increases in our ROU assets and operating lease liabilities of approximately $942 and $127, respectively.

Year ended December 31, 2021

Non-cash increases in operating lease liabilities and ROU assets as a result of acquisitions and the execution of new leases:

	Operating Lease Liabilities		ROU Assets
Addition to facility leases – Fremont, CA	$	202	$	202
Addition to facility leases – Videology	$	252	$	252
Addition to automobile leases – Videology	$	54	$	54
Addition to facility leases – Acquisition of Acculogic	$	78	$	76

During the third quarter of 2021, we executed a lease for office space for the engineering and sales staff located in Fremont, California. This lease has a 38.5 month term. At the effective date of this lease, we recorded an increase in our ROU assets and operating lease liabilities of approximately $202.

On October 27, 2021, we acquired Videology as discussed further in Note 3. In November 2021, we executed a new lease for a facility for Videology’s operations in the Netherlands. This lease has a 37 month term. At the effective date of this lease, we recorded an increase in our operating lease liabilities and ROU assets of approximately $252. In addition, in December 2021, we executed a 48 month lease for an automobile for this same operation. At the effective date of this lease, we recorded an increase in our operating lease liabilities and ROU assets of approximately $54.

On December 21, 2021, we acquired Acculogic as discussed further in Note 3. As a result of this acquisition, we recorded an increase in our lease liabilities and ROU assets of $78 and $76, respectively, related to a facility lease we acquired as a part of this transaction.

Schedule II - Valuation and Qualifying Accounts (Tables)

12 Months Ended

Dec. 31, 2022

Valuation Allowances and Reserves [Table Text Block]

	Balance at Beginning of Period		Expense (Recovery)⁽¹⁾		Additions (Deductions)			Reserve Amounts Acquired through Business Combinations		Foreign Currency Translation Adjustments			Balance at End of Period

Year Ended December 31, 2022
Allowance for doubtful accounts	$	213	$	5	$	281		$	-	$	(3	)	$	496
Warranty reserve		531		473		(315	)		-		(16	)		673

Year Ended December 31, 2021
Allowance for doubtful accounts	$	212	$	-	$	-		$	-	$	1		$	213
Warranty reserve		235		249		(156	)		203		-			531

Note 3 - Acquisitions - Pro Forma Information (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) $ / shares
Videology [Member]
Revenue	$ 92,591
Net earnings	$ 9,024
Diluted earnings per share (in dollars per share) \| $ / shares	$ 0.84
Acculogic [Member]
Revenue	$ 95,490
Net earnings	$ 7,180
Diluted earnings per share (in dollars per share) \| $ / shares	$ 0.67

Note 13 - Income Taxes - Earnings Before Income Taxes (Details) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Dec. 31, 2022

Sep. 30, 2022

Jun. 30, 2022

Mar. 31, 2022

Dec. 31, 2021

^[1]

Sep. 30, 2021

^[2]

Jun. 30, 2021

^[3]

Mar. 31, 2021

^[4]

Dec. 31, 2022

Dec. 31, 2021

Domestic

$ 9,575

$ 7,372

Foreign

570

1,030

$ 3,881

$ 3,039

$ 2,570

$ 655

$ 236

$ 2,532

$ 3,056

$ 2,578

$ 10,145

$ 8,402

[1]	The quarter ended December 31, 2021 includes a recovery of $17 of restructuring and other charges which are discussed in Note 5.
[2]	The quarter ended September 30, 2021 includes $51 of restructuring and other charges which are discussed in Note 5.
[3]	The quarter ended June 30, 2021 includes $197 of restructuring and other charges which are discussed in Note 5.
[4]	The quarter ended March 31, 2021 includes $55 of restructuring and other charges which are discussed in Note 5.

Note 4 - Fair Value Measurements - Changes in the Fair Value of Level 3 Contingent Consideration Liabilities (Details) - Contingent Consideration Liabilities [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Balance	$ 1,109	$ 0
Impact of foreign currency translation adjustments	(67)
Balance	1,363	1,109
Z-Sciences [Member]
Contingent consideration liability established in connection with the acquisition		179
Payout of contingent consideration related to the acquisition of Z-Sciences	(179)
Acculogic [Member]
Contingent consideration liability established in connection with the acquisition	$ 500	$ 930

Note 14 - Legal Proceedings

12 Months Ended

Dec. 31, 2022

Legal Matters and Contingencies [Text Block]

(14)

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 legal proceedings the resolution of which we believe could have a material effect on our business, financial position, results of operations or long-term liquidity.

Note 10 - Leases (Details Textual) - USD ($) $ in Thousands		12 Months Ended
Note 10 - Leases (Details Textual) - USD ($) $ in Thousands	Aug. 16, 2021	Dec. 31, 2022	Dec. 31, 2021	Sep. 30, 2022	Apr. 01, 2022	Dec. 21, 2021	Nov. 30, 2021
Operating Lease, Right-of-Use Asset, Amortization Expense		$ 1,241	$ 1,039
Operating Lease, Right-of-Use Asset		5,770	5,919
Operating Lease, Liability, Total		6,350
Lease Facility in Singapore [Member]
Operating Lease, Right-of-Use Asset		51			$ 51
Operating Lease, Liability, Total		51			$ 51
Automobile Lease for Videology [Member]
Operating Lease, Right-of-Use Asset		42	54	$ 42
Lessee, Operating Lease, Term of Contract (Month)				48 months
Operating Lease, Liability, Total		42	$ 54
Facility for Acculogic Operation in Canada [Member]
Operating Lease, Right-of-Use Asset		$ 942
Lessee, Operating Lease, Term of Contract (Month)		62 months
Operating Lease, Liability, Total		$ 942
Facility for Acculogic Operation in California [Member]
Operating Lease, Right-of-Use Asset		$ 127
Lessee, Operating Lease, Term of Contract (Month)		37 months
Operating Lease, Liability, Total		$ 127
Lease Facility in Fremont, California [Member]
Lessee, Operating Lease, Term of Contract (Month)	38 months 15 days
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability	$ 202
Lease Facility in Netherlands [Member]
Operating Lease, Right-of-Use Asset							$ 252
Lessee, Operating Lease, Term of Contract (Month)							37 months
Automobile Leases [Member]
Lessee, Operating Lease, Term of Contract (Month)			48 months
Operating Lease, Liability, Total			$ 54
Facility Lease From Acquisition of Acculogic [Member]
Operating Lease, Right-of-Use Asset			76			$ 76,000
Operating Lease, Liability, Total			$ 78			$ 78,000

Note 11 - Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2022

Other Current Liabilities [Table Text Block]

	2022		2021
Accrued warranty	$	673	$	531
Current portion of contingent consideration		324		179
Accrued taxes		83		113
Accrued restructuring		-		70
Other		484		374
Total other current liabilities	$	1,564	$	1,267

Note 20 - Quarterly Consolidated Financial Data (Unaudited) - Quarterly Consolidated Financial Data (Details) - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

12 Months Ended

Dec. 31, 2022

Sep. 30, 2022

Jun. 30, 2022

Mar. 31, 2022

Dec. 31, 2021

^[1]

Sep. 30, 2021

^[2]

Jun. 30, 2021

^[3]

Mar. 31, 2021

^[4]

Dec. 31, 2022

Dec. 31, 2021

Revenue from Contract with Customer, Including Assessed Tax

$ 32,405

$ 30,771

$ 29,571

$ 24,081

$ 22,358

$ 21,144

$ 21,820

$ 19,556

$ 116,828

$ 84,878

Gross margin

14,981

13,898

13,548

11,013

10,346

10,395

10,962

9,521

53,440

41,224

3,881

3,039

2,570

655

236

2,532

3,056

2,578

10,145

8,402

Income tax expense

637

515

454

(51)

357

447

366

1,684

1,119

Net earnings per common share – basic (in dollars per share)

$ 3,244

$ 2,524

$ 2,116

$ 577

$ 287

$ 2,175

$ 2,609

$ 2,212

$ 8,461

$ 7,283

$ 0.30

$ 0.24

$ 0.20

$ 0.05

$ 0.03

$ 0.21

$ 0.25

$ 0.21

$ 0.79

$ 0.70

Weighted average common shares outstanding – basic (in shares)

10,725,662

10,695,867

10,653,268

10,617,271

10,580,431

10,496,188

10,442,916

10,329,449

10,673,017

10,462,246

Net earnings per common share – diluted (in dollars per share)

$ 0.30

$ 0.23

$ 0.20

$ 0.05

$ 0.03

$ 0.20

$ 0.24

$ 0.21

$ 0.78

$ 0.68

Weighted average common shares outstanding – diluted (in shares)

10,928,220

10,864,540

10,814,799

10,842,592

10,836,396

10,792,290

10,764,936

10,525,826

10,862,538

10,729,862

[1]	The quarter ended December 31, 2021 includes a recovery of $17 of restructuring and other charges which are discussed in Note 5.
[2]	The quarter ended September 30, 2021 includes $51 of restructuring and other charges which are discussed in Note 5.
[3]	The quarter ended June 30, 2021 includes $197 of restructuring and other charges which are discussed in Note 5.
[4]	The quarter ended March 31, 2021 includes $55 of restructuring and other charges which are discussed in Note 5.

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.

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Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Note 3 - Acquisition - Identifiable Intangible Assets and Estimated Useful Lives (Details) - USD ($) $ in Thousands	Oct. 28, 2021	Oct. 21, 2021	Dec. 21, 2021
Videology [Member]
Finite-lived intangible assets, fair value	$ 4,396
Finite-lived intangible assets, weighted average useful life (Year)	11 years 7 months 6 days
Identifiable intangible asset – Customer Relationships	$ 5,246
Videology [Member] \| Trade Names [Member]
Indefinite-lived intangible assets, fair value	850
Videology [Member] \| Customer Relationships [Member]
Finite-lived intangible assets, fair value	$ 2,960
Finite-lived intangible assets, weighted average useful life (Year)	14 years
Videology [Member] \| Technology-Based Intangible Assets [Member]
Finite-lived intangible assets, fair value	$ 1,050
Finite-lived intangible assets, weighted average useful life (Year)	9 years
Videology [Member] \| Customer Backlog [Member]
Finite-lived intangible assets, fair value	$ 386
Finite-lived intangible assets, weighted average useful life (Year)	9 months 18 days
Acculogic [Member]
Finite-lived intangible assets, fair value		$ 2,769
Finite-lived intangible assets, weighted average useful life (Year)		14 years
Identifiable intangible asset – Customer Relationships		$ 5,123	$ 5,123
Acculogic [Member] \| Trade Names [Member]
Indefinite-lived intangible assets, fair value		898
Acculogic [Member] \| Technology-Based Intangible Assets [Member]
Finite-lived intangible assets, fair value		$ 127
Finite-lived intangible assets, weighted average useful life (Year)		6 months
Acculogic [Member] \| Customer Contracts [Member]
Finite-lived intangible assets, fair value		$ 1,329
Finite-lived intangible assets, weighted average useful life (Year)		9 years
Acculogic [Member] \| Customer Backlog [Member]
Finite-lived intangible assets, fair value		$ 4,225
Finite-lived intangible assets, weighted average useful life (Year)		12 years

Note 15 - Stock-based Compensation Plan - Allocation of Share-based Compensation Expense (Details) - Restricted Stock [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Allocation of Share-based Compensation Expense	$ 1,787	$ 1,450
Cost of Sales [Member]
Allocation of Share-based Compensation Expense	62	26
Selling and Marketing Expense [Member]
Allocation of Share-based Compensation Expense	32	22
Research and Development Expense [Member]
Allocation of Share-based Compensation Expense	51	62
General and Administrative Expense [Member]
Allocation of Share-based Compensation Expense	$ 1,642	$ 1,340

Note 9 - Inventories

12 Months Ended

Dec. 31, 2022

Inventory Disclosure [Text Block]

(9)

INVENTORIES

Inventories held at December 31 were comprised of the following:

	2022		2021
Raw materials	$	16,888	$	10,403
Work in process		2,432		1,250
Inventory consigned to others		59		44
Finished goods		3,186		1,166
Total inventories	$	22,565	$	12,863

Note 15 - Stock-based Compensation Plan - Unvested Stock Activity (Details) - Restricted Stock [Member] - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Unvested shares outstanding (in shares)	262,533	237,155
Unvested shares outstanding, weighted average exercise price (in dollars per share)	$ 7.16	$ 4.93
Granted, number of shares (in shares)	123,533	131,209
Granted, weighted average exercise price (in dollars per share)	$ 9.21	$ 11.74
Vested, number of shares (in shares)	(91,672)	(87,706)
Vested, weighted average exercise price (in dollars per share)	$ 8.04	$ 7.59
Forfeited, number of shares (in shares)	(5,944)	(18,125)
Forfeited, weighted average exercise price (in dollars per share)	$ 9.16	$ 9.02
Unvested shares outstanding (in shares)	288,450	262,533
Unvested shares outstanding, weighted average exercise price (in dollars per share)	$ 7.80	$ 7.16

Note 7 - Revenue From Contracts With Customers

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Text Block]

(7)

REVENUE FROM CONTRACTS WITH CUSTOMERS

The following tables provide additional information about our revenue from contracts with customers, including revenue by customer and product type and revenue by market. The information for the year ended December 31, 2021 has been reclassified to be consistent with how the information for the current year is presented. See also Note 19 for information about revenue by operating segment and geographic region.

	Years Ended December 31,
	2022		2021
*Revenue by customer type:*
End user	$	84,468	$	62,541
OEM/Integrator		32,360		22,337
	$	116,828	$	84,878
*Revenue by product type:*
Thermal test	$	22,246	$	19,204
Thermal process		38,574		26,260
Semiconductor test		28,529		30,829
Video imaging		9,499		1,434
Flying probe and in-circuit testers		7,414		48
Service/other		10,566		7,103
	$	116,828	$	84,878
*Revenue by market:*
Semi	$	68,422	$	54,937
Industrial		10,038		7,314
Automotive (including Electric Vehicles)		10,776		6,205
Life Sciences		4,589		2,353
Defense/aerospace		7,006		5,043
Security		3,241		699
Other		12,756		8,327
	$	116,828	$	84,878

There were no significant changes in the amount of the allowance for doubtful accounts for the years ended December 31, 2022 and 2021.

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

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Note 19 - Segment Information

12 Months Ended

Dec. 31, 2022

Segment Reporting Disclosure [Text Block]

(19)

SEGMENT INFORMATION

During the year ended December 31, 2021, we managed our business as two operating segments which were also our reportable segments and reporting units: Thermal and EMS. As previously discussed in Note 1, effective January 1, 2022, we reorganized our segments to better align with our plan to manage and report our business going forward. This change in our operating and reporting structure reflects the evolution of our business, particularly as a result of the broadening of our product portfolio through the acquisitions we completed in the fourth quarter of 2021, which are discussed more fully in Note 3. Accordingly, for 2022, we have three operating segments which are also our reportable segments and reporting units: Electronic Test (which includes our semiconductor test equipment, flying probe and in-circuit testers), Environmental Technologies (which includes our thermal test, process and storage products) and Process Technologies (which includes our induction heating and video imaging products). Prior year information has been reclassified to be comparable to the current period’s presentation.

Our management team, including our CEO who is also our Chief Operating Decision Maker as defined under U.S. GAAP, evaluates the performance of our operating segments primarily on division operating income which represents the operating segments’ earnings before income tax expense and excludes other income (expense), corporate expenses and acquired intangible amortization.

We operate our business worldwide and sell our products both domestically and internationally. All of our segments sell to semiconductor manufacturers, third-party test and assembly houses and ATE manufacturers and to a variety of markets outside of the semi market, including the automotive, defense/aerospace, industrial, life sciences, security and other markets.

	Years Ended December 31,
	2022			2021
*Revenue:*
Electronic Test	$	40,219		$	32,509
Environmental Technologies		30,172			26,896
Process Technologies		46,437			25,473
Total Revenue	$	116,828		$	84,878

*Division operating income:*
Electronic Test	$	9,931		$	10,926
Environmental Technologies		3,817			4,236
Process Technologies		8,230			3,819
Total division operating income		21,978			18,981

Corporate expenses		(8,563	)		(9,082	)
Acquired intangible amortization		(2,694	)		(1,440	)
Other income (expense)		(576	)		(57	)
Earnings before income tax expense	$	10,145		$	8,402

	December 31,
	2022		2021
*Identifiable assets:*
Electronic Test	$	31,143	$	26,251
Environmental Technologies		18,040		15,411
Process Technologies		56,866		52,120
Corporate		4,017		10,123
	$	110,066	$	103,905

*Capital expenditures:*
Electronic Test	$	80	$	423
Environmental Technologies		368		313
Process Technologies		543		206
Corporate		374		52
	$	1,365	$	994

The following table provides information about our geographic areas of operation. Revenue is based on the location to which the goods are shipped.

	Years Ended December 31,
	2022		2021
*Revenue:*
U.S.	$	49,096	$	26,802
Foreign		67,732		58,076
	$	116,828	$	84,878

	December 31,
	2022		2021
*Property and equipment:*
U.S.	$	2,658	$	2,346
Foreign		474		342
	$	3,132	$	2,688

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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Note 20 - Quarterly Consolidated Financial Data (Unaudited) (Details Textual) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021
Restructuring Charges, Total		$ 51	$ 197	$ 55
Recovery of Restructuring Charges	$ 17

Note 3 - Acquisitions (Tables)

12 Months Ended

Dec. 31, 2022

Business Acquisition, Pro Forma Information [Table Text Block]

	Year Ended December 31, 2021

Revenue	$	92,591
Net earnings	$	9,024
Diluted earnings per share	$	0.84

	Year Ended December 31, 2021

Revenue	$	95,490
Net earnings	$	7,180
Diluted earnings per share	$	0.67

Videology [Member]

Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block]

	Fair Value		Weighted Average Estimated Useful Life
			(in years)
Finite-lived intangible assets:
Customer relationships	$	2,960		14.0
Technology		1,050		9.0
Customer backlog		386		0.8
Total finite-lived intangible assets		4,396		11.6

Indefinite-lived intangible assets:
Tradename		850
Total intangible assets	$	5,246

	Fair Value		Weighted Average Estimated Useful Life
			(in years)
Finite-lived intangible assets:
Customer relationships	$	2,769		14.0
Technology		1,329		9.0
Customer backlog		127		0.5
Total finite-lived intangible assets		4,225		12.0

Indefinite-lived intangible assets:
Tradename		898
Total intangible assets	$	5,123

Z-Sciences [Member]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

Goodwill	$	111
Identifiable intangible asset – Customer Relationships		389
Tangible assets acquired and liabilities assumed:
Trade accounts receivable		24
Inventories		4
Accounts payable		(21	)
Accrued expenses		(28	)
Total purchase price	$	479

Goodwill	$	4,596
Identifiable intangible assets		5,246
Tangible assets acquired and liabilities assumed:
Cash		71
Trade accounts receivable		771
Inventories		1,726
Other current assets		57
Property and equipment		70
Accounts payable		(281	)
Accrued expenses		(162	)
Total purchase price	$	12,094

Goodwill	$	3,363
Identifiable intangible assets		5,123
Tangible assets acquired and liabilities assumed:
Cash		312
Trade accounts receivable		2,259
Inventories		1,329
Other current assets		240
Property and equipment		156
Accounts payable		(406	)
Accrued expenses		(2,950	)
Total purchase price	$	9,426

Note 6 - Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of Changes in Goodwill [Table Text Block]

Balance - January 1, 2021	$	13,738
Acquisition of Z-Sciences		111
Acquisition of Videology		4,596
Acquisition of Acculogic		2,912
Impact of foreign currency translation adjustments		91
Balance - December 31, 2021		21,448
Adjustments to preliminary amounts recorded in the fourth quarter of 2021 (see Note 3)		451
Impact of foreign currency translation adjustments		(294	)
Balance - December 31, 2022	$	21,605

Schedule of Goodwill [Table Text Block]

	December 31,
	2022		2021
Electronic Test	$	3,369	$	3,055
Environmental Technologies		1,817		1,817
Process Technologies		16,419		16,576
Total Goodwill	$	21,605	$	21,448

Schedule of Indefinite-Lived Intangible Assets [Table Text Block]

Balance - January 1, 2021	$	6,710
Acquisition of Videology		850
Acquisition of Acculogic		878
Impact of foreign currency translation adjustments		(10	)
Balance - December 31, 2021		8,428
Adjustments to preliminary amounts recorded in the fourth quarter of 2021 (see Note 3)		20
Impact of foreign currency translation adjustments		(79	)
Balance - December 31, 2022		8,369

Schedule of Finite-Lived Intangible Assets [Table Text Block]

Balance - January 1, 2021	$	5,711
Acquisition of Z-Sciences		389
Acquisition of Videology		4,396
Acquisition of Acculogic		4,196
Impact of foreign currency translation adjustments		(46	)
Amortization		(1,440	)
Balance - December 31, 2021		13,206
Adjustments to preliminary amounts recorded in the fourth quarter of 2021 (see Note 3)		29
Impact of foreign currency translation adjustments		(351	)
Amortization		(2,694	)
Balance - December 31, 2022	$	10,190

Schedule Of Intangible Assets [Table Text Block]

	December 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Finite-lived intangible assets:
Customer relationships	$	16,313	$	7,990	$	8,323
Technology		2,855		988		1,867
Patents		590		590		-
Backlog		492		492		-
Software		270		270		-
Trade name		140		140		-
Total finite-lived intangible assets		20,660		10,470		10,190
Indefinite-lived intangible assets:
Trademarks		8,369		-		8,369
Total intangible assets	$	29,029	$	10,470	$	18,559

	December 31, 2021
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Finite-lived intangible assets:
Customer relationships	$	16,544	$	6,160	$	10,384
Technology		2,950		569		2,381
Patents		590		585		5
Backlog		521		85		436
Software		270		270		-
Trade name		140		140		-
Total finite-lived intangible assets		21,015		7,809		13,206
Indefinite-lived intangible assets:
Trademarks		8,428		-		8,428
Total intangible assets	$	29,443	$	7,809	$	21,634

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

2023	$	2,090
2024	$	1,968
2025	$	1,759
2026	$	1,150
2027	$	731

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

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Note 5 - Restructuring and Other Charges

12 Months Ended

Dec. 31, 2022

Restructuring, Impairment, and Other Activities Disclosure [Text Block]

(5)

RESTRUCTURING AND OTHER CHARGES

EMS Segment Restructuring and Facility Consolidation

During the year ended December 31, 2021, we incurred $183 of charges associated with finalizing the consolidation of the manufacturing operations for certain of our Electronic Test segment’s products. The consolidation was announced in September 2020 and the majority of the costs were recognized in 2020. All of the charges were cash charges and are included in restructuring and other charges in our consolidated statement of operations. The integration of our EMS manufacturing operations took longer than originally anticipated, primarily as a result of the significant increase in our business activity during the first half of 2021 as we delayed some final integration activities and instead allocated our resources to meet customer demand for shipments of our products during this time. We completed the integration of the EMS manufacturing operations in the third quarter of 2021.

At the time of the consolidation of manufacturing operations, we intended to try to sublease the facility in Fremont, but we did not expect to sublet the facility for the full remaining term of the lease. On July 19, 2021, we executed a sublease for our facility in Fremont. The sublease commenced in August 2021 and ends November 30, 2025, which is the termination date of our lease for this facility. We entered into this sublease approximately 14 months earlier than we had estimated in December 2020. As a result, we will record approximately $350 of incremental sublease income above the level that we had estimated at the time that we recorded the impairment charge in December 2020. This income will be recorded ratably over the term of the sublease and will be included in other income in our consolidated statements of operations.

Executive Management Changes

Chief Financial Officer

On June 10, 2021, our Board of Directors (the “Board”) accepted the retirement of Hugh T. Regan, Jr. from the positions of Chief Financial Officer, Treasurer, and Secretary (the “Retirement”). In connection with the Retirement, we entered into a Separation and Consulting Agreement (the “Separation and Consulting Agreement”) with Mr. Regan effective June 11, 2021 pursuant to which Mr. Regan agreed to provide consulting services for three months, subject to an extension of up to an additional three months at our option. We did not extend the consulting services beyond the original three months. The Separation and Consulting Agreement also provided that Mr. Regan was entitled to a severance benefit of $120. In connection with the Retirement, we also agreed that certain options issued to Mr. Regan in March 2020 to purchase shares of our common stock that remained unvested on the date of the Retirement would continue to vest after the Retirement and expire one year from their respective vesting dates.

On June 10, 2021, the Board approved, effective as of June 14, 2021, the appointment of Duncan Gilmour to the position of Chief Financial Officer, Treasurer, and Secretary. Mr. Gilmour entered into a letter agreement, dated June 10, 2021, subject to his appointment as our Chief Financial Officer, Treasurer, and Secretary, which appointments were approved on June 10, 2021 and were effective as of June 14, 2021.

Total costs incurred during 2021 related to these executive management changes were $370, which consisted of $159 for consulting and legal fees related to the transition, $120 for severance paid to our former Chief Financial Officer (“CFO”) and $91 of stock-based compensation expense, primarily as a result of the modification of the March 2020 option awards issued to our former CFO, as discussed above. The $120 of severance is included in restructuring and other charges in our consolidated statement of operations. The balance of the costs is included in general and administrative expense in our consolidated statement of operations.

Other actions

During the year ended December 31, 2020, in connection with the transition of our Chief Executive Officer (which is discussed more fully in our Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission on March 23, 2022), we reduced the administrative footprint in our Mansfield, Massachusetts corporate office. At January 1, 2021, there was an accrual of $70 on our balance sheet related to this action.

Accrued Restructuring

The liability for accrued restructuring charges is included in other current liabilities on our consolidated balance sheet. Changes in the amount of the liability for accrued restructuring for the years ended December 31, 2022 and 2021 are as follows:

	Electronic Test Facility Consolidation			Executive Management Changes			Total
Balance - January 1, 2021	$	233		$	107		$	340
Accruals for severance and other one-time termination benefits		-			120			120
Accruals for other associated costs		183			-			183
Cash payments		(416	)		(157	)		(573	)
Balance - December 31, 2021		-			70			70
Adjustments to accruals for other associated costs		-			(63	)		(63	)
Cash payments		-			(7	)		(7	)
Balance - December 31, 2022	$	-		$	-		$	-

Note 12 - Debt (Tables)

12 Months Ended

Dec. 31, 2022

Schedule Of Outstanding Letters Of Credit [Table Text Block]

L/C

Lease

Letters of Credit
Amount Outstanding

Facility

Original L/C
Issue Date

Expiration
Date

Dec. 31
2022

Dec. 31
2021

Mt. Laurel, NJ

3/29/2010

4/30/2024

4/30/2031

Mansfield, MA

10/27/2010

12/31/2024

100

Schedule of Maturities of Long-Term Debt [Table Text Block]

2023	$	4,100
2024		4,100
2025		4,100
2026		3,842
	$	16,142

Note 6 - Goodwill and Intangible Assets - Changes in Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Balance	$ 21,448	$ 13,738
Impact of foreign currency translation adjustments	(294)	91
Adjustments to preliminary amounts recorded in the fourth quarter of 2021 (see Note 3)	451
Balance	$ 21,605	21,448
Z-Sciences [Member]
Goodwill, Acquired During Period		111
Videology [Member]
Goodwill, Acquired During Period		4,596
Acculogic [Member]
Goodwill, Acquired During Period		$ 2,912

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

Note 15 - Stock-based Compensation Plan

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Text Block]

(15)

STOCK-BASED COMPENSATION PLAN

At December 31, 2022, we have unvested restricted stock awards and stock options outstanding which were granted under the inTEST Corporation Third Amended and Restated 2014 Stock Plan, as amended (the "2014 Stock Plan"). The 2014 Stock Plan was originally approved at our annual meeting of stockholders held on June 25, 2014 and permitted the granting of stock options, restricted stock, stock appreciation rights or restricted stock units for up to 500,000 shares of our common stock to directors, officers, other key employees and consultants. Increases in the number of shares of common stock that may be delivered pursuant to awards granted under the 2014 Stock Plan have been approved at subsequent annual meetings of stockholders, the most recent of which occurred on June 22, 2022 when our stockholders approved the amendment and restatement of the 2014 Stock Plan to increase the number of shares of common stock that may be delivered pursuant to awards granted under the 2014 Stock Plan from 2,000,000 to 2,500,000 shares. At December 31, 2022, there were 931,119 aggregate shares available to grant under the 2014 Plan.

Our unvested restricted stock awards and stock options are accounted for based on their grant date fair value. At December 31, 2022, total compensation expense to be recognized in future periods is $2,892. The weighted average period over which this expense is expected to be recognized is 2.2 years.

The following table summarizes the compensation expense we recorded during 2022 and 2021 related to unvested shares of restricted stock and stock options:

	Years Ended December 31,
	2022		2021
Cost of revenues	$	62	$	26
Selling expense		32		22
Engineering and product development expense		51		62
General and administrative expense		1,642		1,340
	$	1,787	$	1,450

There was no compensation expense capitalized in 2022 or 2021.

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.

The fair value for stock options granted during 2022 and 2021 was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

	2022			2021
Risk-free interest rate		2.05	%		1.03	%
Dividend yield		0.00	%		0.00	%
Expected common stock market price volatility factor		.55			.50
Weighted average expected life of stock options (years)		6.25			6.25

The per share weighted average fair value of stock options issued during 2022 and 2021 was $4.53 and $5.70, respectively.

The following table summarizes the activity related to stock options for the two years ended December 31, 2022:

	Number of Shares			Weighted Average Exercise Price
Options outstanding, January 1, 2021		438,200		$	6.25
Granted		282,404			11.77
Exercised		(231,185	)		6.85
Canceled		(80,550	)		9.55
Options outstanding, December 31, 2021 (59,195 exercisable)		408,869			9.07
Granted		202,540			8.45
Exercised		(8,060	)		4.74
Canceled		(22,930	)		9.10
Options outstanding, December 31, 2022 (167,886 exercisable)		580,419			8.91

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 for employees and over one year for our independent directors (25% at each of March 31, June 30, September 30, and December 31 of the year in which they were granted).

Since August 2020, we have increasingly granted performance-based restricted stock awards where the ultimate number of shares that vest can vary between 0% and 150% of the amount of the original award and is based on the achievement of specified performance metrics. Vesting for these awards is generally cliff vesting at the end of the period over which the performance metrics are measured. Compensation expense for these awards is recorded on a straight-line basis over the vesting period and is based on the expected final vesting percentage, which is re-assessed at the end of each reporting period and adjusted with a catch-up adjustment, as needed. Our initial assumption at the grant date of these awards is that the award will vest at the 100% level.

On August 24, 2020, our new President and Chief Executive Officer ("CEO") received two restricted stock awards totaling 141,610 shares valued at $650 as of the date of grant, which was also his hire date. Of the total shares awarded, 66,448 shares vest over 4 years (25% at each anniversary) and 75,162 shares vest on the third anniversary of the grant date at a vesting percentage that could range from 0% to 150% of the number of shares awarded on August 24, 2020. The final vesting percentage will be based on the achievement of certain performance metrics, including revenue compound annual growth rate and diluted earnings per share excluding amortization of intangibles, for specified time periods as determined by the Compensation Committee of our Board of Directors. At December 31, 2022, we have estimated that these shares will vest at 150% of the original amount based on our assessment of the probable achievement against the relevant performance metrics.

On March 10, 2021, we issued restricted stock awards totaling 18,000 shares to members of the senior management within our operating segments. These shares will vest on the third anniversary of the grant date at a vesting percentage that could range from 0% to 150% of the number of shares awarded on March 10, 2021. The final vesting percentage will be based on the achievement of certain performance metrics related to the operating results of the business units for which these members of management are responsible. At December 31, 2022, we have estimated that 12,000 these shares will vest at 100% of the original amount and that the remaining 6,000 will not vest based on our assessment of the probable achievement against the relevant performance metrics.

On June 14, 2021, our new CFO received two restricted stock awards totaling 7,941 shares valued at $133 as of the date of grant, which was also his hire date. Of the total shares awarded, 1,988 shares vest over 4 years (25% at each anniversary) and 5,953 shares vest on August 24, 2023 at a vesting percentage that could range from 0% to 150% of the number of shares awarded on June 14, 2021. The final vesting percentage will be based on the achievement of certain performance metrics, including revenue compound annual growth rate and diluted earnings per share excluding amortization of intangibles, for specified time periods as determined by the Compensation Committee of our Board of Directors. At December 31, 2022, we have estimated that these shares will vest at 150% of the original amount based on our assessment of the probable achievement against the relevant performance metrics.

On October 1, 2021, we issued restricted stock awards totaling 5,000 shares to a member of senior management. These shares will vest on January 1, 2025 at a vesting percentage that could range from 0% to 150% of the number of shares awarded on October 1, 2021. The final vesting percentage will be based on the achievement of certain performance metrics related to our consolidated operating results. At December 31, 2022, we have estimated that these shares will vest at 100% of the original amount based on our assessment of the probable achievement against the relevant performance metrics.

On March 9, 2022, our CEO and CFO received restricted stock awards totaling 20,493 shares valued at $200 as of the date of grant. These shares vest on the third anniversary of the grant date at a vesting percentage that could range from 0% to 150% of the number of shares awarded on March 9, 2022. The final vesting percentage will be based on the achievement of certain performance metrics, including revenue compound annual growth rate and diluted earnings per share excluding amortization of intangibles, for specified time periods as determined by the Compensation Committee of our Board of Directors. At December 31, 2022, we have estimated that these shares will vest at 100% of the original amount based on our assessment of the probable achievement against the relevant performance metrics.

The following table summarizes the activity related to unvested restricted stock awards for the two years ended December 31, 2022:

	Number of Shares			Weighted Average Grant Date Fair Value
Unvested shares outstanding, January 1, 2021		237,155		$	4.93
Granted		131,209			11.74
Vested		(87,706	)		7.59
Forfeited		(18,125	)		9.02
Unvested shares outstanding, December 31, 2021		262,533			7.16
Granted		123,533			9.21
Vested		(91,672	)		8.04
Forfeited		(5,944	)		9.16
Unvested shares outstanding, December 31, 2022		288,450			7.80

The total fair value of the restricted stock awards that vested during the years ended December 31, 2022 and 2021 was $643 and $1,101, respectively, as of the vesting dates of these awards.

Note 2 - Summary of Significant Accounting Policies (Details Textual) € in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2022 EUR (€)	Mar. 31, 2022 USD ($)	May 31, 2018 USD ($)
Restricted Cash, Total	$ 1,142	$ 0
Accounts Receivable, Allowance for Credit Loss, Recovery	470
Accounts Receivable, Credit Loss Expense (Reversal)	$ 286	$ 0
Number of Operating Segments	3	2
Inventory Write-down	$ 771	$ 203
Depreciation, Total	809	666
Deferred Grant Proceeds	208
Foreign Currency Transaction Gain (Loss), before Tax, Total	(109)	$ (34)
City of Rochester and State of New York [Member]
Contingent Liability, Repayment of State and Local Grant Funds Received				$ 87	$ 550
Covenant, Future Amount Receivable	$ 285
Minimum [Member]
Property, Plant and Equipment, Useful Life (Year)	1 year
Maximum [Member]
Property, Plant and Equipment, Useful Life (Year)	10 years
Bank Guarantee on Customer Order Deposit [Member]
Restricted Cash, Total	$ 1,142		€ 1,160

Note 6 - Goodwill and Intangible Assets - Component of Goodwill (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill	$ 21,605	$ 21,448	$ 13,738
Electronic Test [Member]
Goodwill	3,369	3,055
Environmental Technologies [Member]
Goodwill	1,817	1,817
Process Technologies [Member]
Goodwill	$ 16,419	$ 16,576

Note 7 - Revenue From Contracts With Customers (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Accounts Receivable, Allowance for Credit Loss, Period Increase (Decrease), Total	$ 0	$ 0

Note 4 - Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value, Liabilities Measured on Recurring Basis [Table Text Block]

	Amounts at			Fair Value Measurement Using
	Fair Value			Level 1		Level 2		Level 3
At December 31, 2022
Contingent consideration liability – Acculogic	$	(1,363	)	$	-	$	-	$	(1,363	)
Interest rate swap	$	528		$	-	$	528	$	-

	Amounts at			Fair Value Measurement Using
	Fair Value			Level 1		Level 2			Level 3
At December 31, 2021
Contingent consideration liability – Z-Sciences	$	(179	)	$	-	$	-		$	(179	)
Contingent consideration liability – Acculogic	$	(930	)	$	-	$	-		$	(930	)
Interest rate swap	$	(21	)	$	-	$	(21	)	$	-

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

Balance - January 1, 2021	$	-
Contingent consideration liability established in connection with the acquisition of Z-Sciences		179
Contingent consideration liability established in connection with the acquisition of Acculogic		930
Balance - December 31, 2021		1,109
Payout of contingent consideration related to the acquisition of Z-Sciences		(179	)
Adjustment to contingent consideration liability in connection with the acquisition of Acculogic		500
Impact of foreign currency translation adjustments		(67	)
Balance - December 31, 2022	$	1,363

Note 4 - Fair Value Measurements

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Text Block]

(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.

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 interest rate swap agreement we entered into in connection with our Term Note, as discussed further in Notes 2 and 12 is measured at fair value on a recurring basis using Level 2 inputs. The contingent consideration liabilities on our balance sheet are measured at fair value on a recurring basis using Level 3 inputs. Our contingent consideration liabilities are a result of our acquisitions of Z-Sciences on October 6, 2021 and Acculogic on December 21, 2021. The contingent consideration liability for Z-Sciences represents the estimated fair value of the additional cash consideration payable that is contingent upon the continued employment with us of the Z-Sciences founder as discussed more fully in Note 3. It is included in Other Current Liabilities on our balance sheet at December 31, 2021. This payment was made in October 2022. The contingent consideration liability for Acculogic represents the estimated fair value of the additional cash consideration payable that is contingent upon sales to EV or battery customers as described further in Note 3.

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

	Amounts at			Fair Value Measurement Using
	Fair Value			Level 1		Level 2		Level 3
At December 31, 2022
Contingent consideration liability – Acculogic	$	(1,363	)	$	-	$	-	$	(1,363	)
Interest rate swap	$	528		$	-	$	528	$	-

	Amounts at			Fair Value Measurement Using
	Fair Value			Level 1		Level 2			Level 3
At December 31, 2021
Contingent consideration liability – Z-Sciences	$	(179	)	$	-	$	-		$	(179	)
Contingent consideration liability – Acculogic	$	(930	)	$	-	$	-		$	(930	)
Interest rate swap	$	(21	)	$	-	$	(21	)	$	-

Changes in the fair value of our Level 3 contingent consideration liabilities for the year ended December 31, 2021 were as follows:

Balance - January 1, 2021	$	-
Contingent consideration liability established in connection with the acquisition of Z-Sciences		179
Contingent consideration liability established in connection with the acquisition of Acculogic		930
Balance - December 31, 2021		1,109
Payout of contingent consideration related to the acquisition of Z-Sciences		(179	)
Adjustment to contingent consideration liability in connection with the acquisition of Acculogic		500
Impact of foreign currency translation adjustments		(67	)
Balance - December 31, 2022	$	1,363

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

Note 10 - Leases - Maturities of Lease Liabilities (Details) $ in Thousands	Dec. 31, 2022 USD ($)
2023	$ 1,885
2024	1,834
2025	983
2026	691
2027	696
Thereafter	944
Total lease payments	7,033
Less imputed interest	(683)
Total	$ 6,350

Note 12 - Debt - Future Maturities of Long-term Debt (Details) $ in Thousands	Dec. 31, 2022 USD ($)
2023	$ 4,100
2024	4,100
2025	4,100
2026	3,842
Long-Term Debt, Total	$ 16,142

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

Note 16 - Stock Repurchase Plans (Details Textual) - USD ($) $ in Thousands	52 Months Ended
	Mar. 02, 2020	Jul. 31, 2019
Stock Repurchase Program, Authorized Amount		$ 3,000
Stock Repurchased and Retired During Period, Shares (in shares)	243,075
Stock Repurchased and Retired During Period, Value	$ 1,216
Payments for Stock Repurchased Broker Fees	$ 6

Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2022

SEC Schedule, 12-09, Schedule of Valuation and Qualifying Accounts Disclosure [Text Block]

inTEST CORPORATION
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
(in thousands)

	Balance at Beginning of Period		Expense (Recovery)⁽¹⁾		Additions (Deductions)			Reserve Amounts Acquired through Business Combinations		Foreign Currency Translation Adjustments			Balance at End of Period

Year Ended December 31, 2022
Allowance for doubtful accounts	$	213	$	5	$	281		$	-	$	(3	)	$	496
Warranty reserve		531		473		(315	)		-		(16	)		673

Year Ended December 31, 2021
Allowance for doubtful accounts	$	212	$	-	$	-		$	-	$	1		$	213
Warranty reserve		235		249		(156	)		203		-			531

(1)	Bad debt recoveries in the table above do not include $470 that relate to receivables acquired in 2021 that were valued at $0 at the time of acquisition but were subsequently recovered.

Note 2 - Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of Cash, Cash Equivalents and Restricted Cash [Table Text Block]

	December 31,
	2022		2021
Cash and cash equivalents	$	13,434	$	21,195
Restricted cash		1,142		-

Total cash, cash equivalents and restricted cash	$	14,576	$	21,195

Schedule of Weighted Average Number of Shares [Table Text Block]

	Years Ended December 31,
	2022		2021

Weighted average common shares outstanding–basic		10,673,017		10,462,246
Potentially dilutive securities:
Unvested shares of restricted stock and employee stock options		189,521		267,616
Weighted average common shares and common share equivalents outstanding–diluted		10,862,538		10,729,862
Average number of potentially dilutive securities excluded from calculation		478,024		231,938

Note 11 - Other Current Liabilities

12 Months Ended

Dec. 31, 2022

Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block]

(11)

OTHER CURRENT LIABILITIES

Other current liabilities at December 31 were comprised of the following:

	2022		2021
Accrued warranty	$	673	$	531
Current portion of contingent consideration		324		179
Accrued taxes		83		113
Accrued restructuring		-		70
Other		484		374
Total other current liabilities	$	1,564	$	1,267

Note 13 - Income Taxes - Effective Tax Rate Analysis and Reconciliation of Expected Statutory Rate (Details) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Dec. 31, 2022

Sep. 30, 2022

Jun. 30, 2022

Mar. 31, 2022

Dec. 31, 2021

^[1]

Sep. 30, 2021

^[2]

Jun. 30, 2021

^[3]

Mar. 31, 2021

^[4]

Dec. 31, 2022

Dec. 31, 2021

Expected income tax expense at U.S. statutory rate

$ 2,131

$ 1,764

Acquisition costs

163

Dividend from foreign subsidiaries

127

146

NOL carryforwards utilized

(80)

Restricted stock compensation

(126)

Global intangible low taxed income

Nondeductible expenses

Current year tax credits (foreign and research)

(465)

(386)

Domestic tax benefit, net of Federal benefit

153

Changes in valuation allowance

163

(105)

Foreign income tax rate differences

147

Section 250 foreign derived intangible income deduction

(563)

(599)

Other

(17)

Income tax expense

$ 637

$ 515

$ 454

$ 78

$ (51)

$ 357

$ 447

$ 366

$ 1,684

$ 1,119

[1]	The quarter ended December 31, 2021 includes a recovery of $17 of restructuring and other charges which are discussed in Note 5.
[2]	The quarter ended September 30, 2021 includes $51 of restructuring and other charges which are discussed in Note 5.
[3]	The quarter ended June 30, 2021 includes $197 of restructuring and other charges which are discussed in Note 5.
[4]	The quarter ended March 31, 2021 includes $55 of restructuring and other charges which are discussed in Note 5.

Note 18 - Employee Benefit Plans (Details Textual) - USD ($) $ in Thousands	2 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
401(k) Plan [Member]
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay		10.00%
Defined Contribution Plan Maximum Annual Employer Matching Contribution Per Emplyee Amount		$ 5
Defined Contribution Plan Employer Matching Contribution Vesting Period (Year)		4 years
Defined Contribution Plan, Employer Discretionary Contribution Amount		$ 479	$ 347
The Ambrell Plan [Member]
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay		10.00%
Defined Contribution Plan, Employer Discretionary Contribution Amount		$ 268	$ 165
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent		100.00%
Defined Contribution Plan, Employer Matching Contribution, Percent of Match		50.00%
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Amount		$ 5
Videology Plan [Member]
Defined Contribution Plan, Employer Discretionary Contribution Amount	$ 3
Defined Contribution Plan, Employer Matching Contribution, Percent of Match	2.00%
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Amount	$ 13
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Catch Up Amount	$ 3

Note 13 - Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Capitalized research and development costs	$ 1,260	$ 0
Operating lease liabilities	1,125	1,407
Inventories	602	387
Accrued vacation pay and stock-based compensation	465	354
Net operating loss (state and foreign)	285	205
Allowance for doubtful accounts	43	45
Accrued warranty	54	31
Acquisition costs	46	9
Tax credit carryforwards	89	17
Other	0	49
Total	3,969	2,504
Valuation allowance	(227)	(64)
Deferred tax assets	3,742	2,440
Deferred tax liabilities:
Net intangible assets	(1,961)	(2,381)
Right-of-use assets	(996)	(1,245)
Depreciation of property and equipment	(385)	(193)
Other	(120)	0
Deferred tax liabilities	(3,462)	(3,819)
Net deferred tax assets (liabilities)	$ 280
Net deferred tax assets (liabilities)		$ (1,379)

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis Of Presentation And Use Of Estimates [Policy Text Block]

Reclassification, Comparability Adjustment [Policy Text Block]

Reclassifications

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

Subsequent Events, Policy [Policy Text Block]

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 year ended December 31, 2022.

Business Combinations Policy [Policy Text Block]

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 operating 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 in the consolidated statement of operations 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.

Restructuring And Other Charges [Policy Text Block]

Restructuring and Other Charges

In accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 420 (Exit or Disposal Cost Obligations), we recognize a liability for restructuring costs at fair value only when the liability is incurred. Workforce-related charges are accrued when it is determined that a liability has been incurred, which is generally after individuals have been notified of their termination dates and expected severance benefits. Depending on the timing of the termination dates, these charges may be recognized upon notification or ratably over the remaining required service period of the employees. Plans to consolidate excess facilities may result in lease termination fees and impairment charges related to our right-of-use (“ROU”) assets that are associated with the leases for these facilities. Other long-lived assets that may be impaired as a result of restructuring consist of property and equipment, goodwill and intangible assets. Asset impairment charges included in restructuring and other charges are based on an estimate of the amounts and timing of future cash flows related to the expected future remaining use and ultimate sale or disposal of the asset, and, in the case of our ROU assets, would include expected future sublease rental income, if applicable. These estimates are derived using the guidance in ASC Topic 842 (Leases), ASC Topic 360 (Property, Plant and Equipment) and ASC Topic 350 (Intangibles - Goodwill and Other).

Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block]

Cash, Cash Equivalents and Restricted Cash

Short-term investments that have maturities of three months or less when purchased are considered to be cash equivalents and are carried at cost, which approximates fair value. Our cash balances, which are deposited with highly reputable financial institutions, at times may exceed the federally insured limits. We have not experienced any losses related to these cash balances and believe the credit risk to be minimal.

Restricted cash represents amounts deposited at our bank in the Netherlands to support a bank guarantee which one of the customers of our induction heating products required as a condition of paying a deposit on a large order they placed with us in 2022. The amount of the deposit, and, accordingly, the guarantee, was EUR 1,160. At December 31, 2022 this amount was $1,142. The related order is Euro denominated.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets and the consolidated statements of cash flows:

	December 31,
	2022		2021
Cash and cash equivalents	$	13,434	$	21,195
Restricted cash		1,142		-

Total cash, cash equivalents and restricted cash	$	14,576	$	21,195

Receivable [Policy Text Block]

Trade Accounts Receivable and Allowance for Doubtful Accounts

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. We grant credit to customers and generally require no collateral. To minimize our risk, we perform ongoing credit evaluations of our customers' financial condition. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance based on historical write-off experience and the aging of such receivables, among other factors. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. We do not have any significant off-balance sheet credit exposure related to our customers. Bad debt recoveries totaled $470 for the year ended December 31, 2022. These amounts had all been fully written off in a prior period or pre-acquisition, in the case of recently acquired businesses, and were no longer in our accounts receivable balance. Bad debt expense to reserve for items currently in our accounts receivable balance which we do not expect to collect totaled $286k for the year. There was no bad debt expense (recovery) recorded for the year ended December 31, 2021. Cash flows from accounts receivable are recorded in operating cash flows.

Fair Value Measurement, Policy [Policy Text Block]

Fair Value of Financial Instruments

Our financial instruments include cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, our credit facility, interest rate swaps and our liabilities for contingent consideration. Our cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at cost which approximates fair value, due to the short maturities of the accounts. Our credit facility and our interest rate swap are discussed further below and in Note 12. Our liabilities for contingent consideration are accounted for in accordance with the guidance in Accounting Standards Codification ASC 820 (Fair Value Measurement). ASC 820 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). Our contingent consideration liabilities are measured at fair value on a recurring basis using Level 3 inputs which are inputs that are unobservable and significant to the overall fair value measurement. These unobservable inputs 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. See Note 4 for further disclosures related to the fair value of our liabilities for contingent consideration.

Goodwill Intangible And Long Lived Assets [Policy Text Block]

Goodwill, Intangible and Long-Lived Assets

As discussed in Notes 1 and 19, during the year ended December 31, 2021, we managed our business as two operating segments which were also our reportable segments and reporting units: Thermal and EMS. Effective January 1, 2022, we reorganized our operating segments. Accordingly, for 2022, we have three operating segments which are also our reportable segments and reporting units: Electronic Test, Environmental Technologies and Process Technologies.

We account for goodwill and intangible assets in accordance with Accounting Standards Codification (“ASC”) Topic 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 at the beginning of the fourth quarter on a reporting unit basis, or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. Goodwill is considered to be impaired if the fair value of a reporting unit is less than its carrying amount. 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, as a result of our qualitative assessment, we determine that it is more-likely-than-not that the fair value of the reporting unit is greater than its carrying amount, a quantitative goodwill impairment test is not required. However, if, as a result of our qualitative assessment, we determine it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, or, if we choose not to perform a qualitative assessment, we are required to perform a quantitative goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized.

The quantitative goodwill impairment test compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The goodwill impairment assessment is based upon the income approach, which estimates the fair value of our reporting units based upon a discounted cash flow approach. 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 control premiums, discount rates, 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 at the beginning of 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, property and equipment and right-of-use (“ROU”) assets, 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.

Revenue [Policy Text Block]

Revenue Recognition

We recognize revenue in accordance with the guidance in ASC Topic 606 (Revenue from Contracts with Customers). We recognize revenue for the sale of products or services when our performance obligations under the terms of a contract with a customer are satisfied and control of the product or service has been transferred to the customer. Generally, this occurs when we ship a product or perform a service. In certain cases, recognition of revenue is deferred until the product is received by the customer or at some other point in the future when we have determined that we have satisfied our performance obligations under the contract. Our contracts with customers may include a combination of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. In addition to the sale of products and services, we also lease certain of our equipment to customers under short-term lease agreements. We recognize revenue from equipment leases on a straight-line basis over the lease term.

Revenue is recorded in an amount that reflects the consideration we expect to receive in exchange for those products or services. We do not have any material variable consideration arrangements, or any material payment terms with our customers other than standard payment terms which generally range from net 30 to net 90 days. We generally do not provide a right of return to our customers. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities.

Nature of Products and Services

We are a global supplier of innovative test and process solutions for use in manufacturing and testing in targeted markets including automotive, defense/aerospace, industrial, life sciences, security and semiconductor. We sell thermal management products including ThermoStreams, ThermoChambers, process chillers, refrigerators and freezers, which we sell under our Temptronic, Sigma, Thermonics and North Sciences (formerly Z-Sciences) product lines, and Ambrell Corporation’s (“Ambrell”) precision induction heating systems, including EKOHEAT and EASYHEAT products. As a result of the acquisition of Videology, we sell industrial-grade circuit board mounted video digital cameras and related devices, systems and software. We sell semiconductor ATE interface solutions which include manipulators, docking hardware and electrical interface products. As a result of the acquisition of Acculogic, we sell robotics-based electronic production test equipment. We provide post-warranty service and support for the equipment we sell. We sell semiconductor ATE interface solutions and certain thermal management products to the semi market. We also sell many of our products to various other markets including the automotive, defense/aerospace, industrial, life sciences and security markets.

We lease certain of our equipment under short-term leasing agreements with original lease terms of six months or less. Our lease agreements do not contain purchase options.

Types of Contracts with Customers

Our contracts with customers are generally structured as individual purchase orders which specify the exact products or services being sold or equipment being leased along with the selling price, service fee or monthly lease amount for each individual item on the purchase order. Payment terms and any other customer-specific acceptance criteria are also specified on the purchase order. We generally do not have any customer-specific acceptance criteria, other than that the product performs within the agreed upon specifications. We test substantially all products manufactured as part of our quality assurance process to determine that they comply with specifications prior to shipment to a customer.

Contract Balances

We record accounts receivable at the time of invoicing. Accounts receivable, net of the allowance for doubtful accounts, is included in current assets on our balance sheet. To the extent that we do not recognize revenue at the same time as we invoice, we record a liability for deferred revenue. In certain instances, we also receive customer deposits in advance of invoicing and recording of accounts receivable. Deferred revenue and customer deposits are included in current liabilities on our consolidated balance sheets.

The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable balance. We determine the allowance based on known troubled accounts, if any, historical experience, and other currently available evidence.

Costs to Obtain a Contract with a Customer

The only costs we incur associated with obtaining contracts with customers are sales commissions that we pay to our internal sales personnel or third-party sales representatives. These costs are calculated based on set percentages of the selling price of each product or service sold. Commissions are considered earned by our internal sales personnel at the time we recognize revenue for a particular transaction. Commissions are considered earned by third-party sales representatives at the time that revenue is recognized for a particular transaction. We record commission expense in our consolidated statements of operations at the time the commission is earned. Commissions earned but not yet paid are included in current liabilities on our balance sheets.

Product Warranties

In connection with the sale of our products, we generally provide standard one- or two-year product warranties which are detailed in our terms and conditions and communicated to our customers. Our standard warranties are not offered for sale separately from our products; therefore, there is not a separate performance obligation related to our standard warranties. We record estimated warranty expense for our standard warranties at the time of sale based upon historical claims experience. We offer customers an option to separately purchase an extended warranty on certain products. In the case of extended warranties, we recognize revenue in the amount of the sale price for the extended warranty on a straight-line basis over the extended warranty period. We record costs incurred to provide service under an extended warranty at the time the service is provided. Warranty expense is included in selling expense in our consolidated statements of operations.

See Notes 7 and 19 for further information about our revenue from contracts with customers.

Inventory, Policy [Policy Text Block]

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. Our criteria identify excess material as the quantity of material on hand that is greater than the average annual usage of that material over the prior three years. Our criteria identify obsolete material as material that has not been used in a work order during the prior twenty-four months. 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 $771 and $203 for the years ended December 31, 2022 and 2021, respectively.

Property, Plant and Equipment, Policy [Policy Text Block]

Property and Equipment

Machinery and equipment are stated at cost, except for machinery and equipment acquired in a business combination, which are stated at fair value at the time of acquisition. As previously discussed above under "Goodwill, Intangible and Long-Lived Assets," machinery and equipment that has been determined to be impaired is written down to its fair value at the time of the impairment. Depreciation is based upon the estimated useful life of the assets using the straight-line method. The estimated useful lives range from one to ten years. Leasehold improvements are recorded at cost and amortized over the shorter of the lease term or the estimated useful life of the asset. Total depreciation expense was $809 and $666 for the years ended December 31, 2022 and 2021, respectively.

Lessee, Leases [Policy Text Block]

Leases

We account for leases in accordance with ASC Topic 842 (Leases). We determine if an arrangement is a lease at inception. A lease contract is within scope if the contract has an identified asset (property, plant or equipment) and grants the lessee the right to control the use of the asset during the lease term. The identified asset may be either explicitly or implicitly specified in the contract. In addition, the supplier must not have any practical ability to substitute a different asset and would not economically benefit from doing so for the lease contract to be in scope. The lessee’s right to control the use of the asset during the term of the lease must include the ability to obtain substantially all of the economic benefits from the use of the asset as well as decision-making authority over how the asset will be used. Leases are classified as either operating leases or finance leases based on the guidance in ASC Topic 842. Operating leases are included in operating lease ROU assets and operating lease liabilities in our consolidated balance sheets. Finance leases are included in property and equipment and financing lease liabilities. We do not currently have any financing leases.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. None of our leases provide an implicit rate; therefore, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease. We include these options in the determination of the amount of the ROU asset and lease liability when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Certain of our operating leases contain predetermined fixed escalations of minimum rentals and rent holidays during the original lease terms. Rent holidays are periods during which we have control of the leased facility but are not obligated to pay rent. For these leases, our ROU asset and lease liability are calculated including any rent holiday in the determination of the life of the lease.

We have lease agreements which contain both lease and non-lease components, which are generally accounted for separately. In addition to the monthly rental payments due, most of our leases for our offices and warehouse facilities include non-lease components representing our portion of the common area maintenance, property taxes and insurance charges incurred by the landlord for the facilities which we occupy. These amounts are not included in the calculation of the ROU assets and lease liabilities as they are based on actual charges incurred in the periods to which they apply.

Operating lease payments are included in cash outflows from operating activities on our consolidated statements of cash flows. Amortization of ROU assets is presented separately from the change in operating lease liabilities and is included in Depreciation and Amortization on our consolidated statements of cash flows.

We have made an accounting policy election not to apply the recognition requirements of ASC Topic 842 to short-term leases (leases with a term of one year or less at the commencement date of the lease). Lease expense for short-term lease payments is recognized on a straight-line basis over the lease term.

See Note 10 for further disclosures regarding our leases.

Derivatives, Policy [Policy Text Block]

Interest Rate Swap Agreement

We are exposed to interest rate risk on our floating-rate debt. We have entered into an interest rate swap agreement to effectively convert our floating-rate debt to a fixed-rate basis for a portion of our floating rate debt, as discussed further in Notes 4 and 12. The principal objective of this agreement is to eliminate the variability of the cash flows for interest payments associated with our floating-rate debt, thus reducing the impact of interest rate changes on future interest payment cash flows. We have elected to apply the hedge accounting rules in accordance with ASC Topic 815 (Derivatives and Hedging). Further, we have determined that this agreement qualifies for the shortcut method of hedge accounting. Changes in the fair value of interest rate swap agreements designated as cash flow hedges are recorded as a component of accumulated other comprehensive income (loss) within stockholders’ equity and are amortized to interest expense over the term of the related debt.

Contingent Liability, Repayment of State and Local Grant Funds Received, Policy [Policy Text Block]

Contingent Liability for Repayment of State and Local Grant Funds Received

In connection with leasing a facility in Rochester, New York, which our subsidiary, Ambrell, occupied in May 2018, we entered into agreements with the city of Rochester and the state of New York under which we received grants totaling $550 to help offset a portion of the cost of the leasehold improvements we made to this facility. The final payment of $87 was received during the three months ended March 31, 2022. In exchange for the funds we received under these agreements, we are required to create and maintain specified levels of employment in this location through various dates ending in 2024. If we fail to meet these employment targets, we may be required to repay a proportionate share of the proceeds. At December 31, 2022, $285 of the total proceeds received could still be required to be repaid if we do not meet the targets. We have recorded this amount as a contingent liability which is included in other liabilities on our consolidated balance sheet. Those portions of the proceeds which are no longer subject to repayment are reclassified to deferred grant proceeds and amortized to income on a straight-line basis over the remaining lease term for the Rochester facility. Deferred grant proceeds are included in other current liabilities and other liabilities on our balance sheet and totaled $208 at December 31, 2022. At December 31, 2022, we were in compliance with the employment targets as specified in the grant agreement with the city of Rochester.

Share-Based Payment Arrangement [Policy Text Block]

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, which is then amortized to expense over the service periods. See further disclosures related to our stock-based compensation plans in Note 15.

Research and Development Expense, Policy [Policy Text Block]

Engineering and Product Development

Engineering and product development costs, which consist primarily of the salary and related benefits costs of our technical staff, as well as the cost of materials used in product development, are expensed as incurred.

Foreign Currency Transactions and Translations Policy [Policy Text Block]

Foreign Currency

For our foreign subsidiaries whose functional currencies are not the U.S. dollar, assets and liabilities are translated using the exchange rate in effect at the balance sheet date. The results of operations are translated using an average exchange rate for the period. The effects of rate fluctuations in translating assets and liabilities of these international operations into U.S. dollars are included in accumulated other comprehensive earnings in stockholders' equity. Transaction gains or losses are included in net earnings. For the years ended December 31, 2022 and 2021, foreign currency transaction losses were $109 and $34, respectively.

Income Tax, Policy [Policy Text Block]

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. See Note 13 for additional information regarding income taxes.

Earnings Per Share, Policy [Policy Text Block]

Net Earnings (Loss) Per Common Share

Net earnings (loss) per common share - basic is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding during each period. Net earnings (loss) per common share - diluted is computed by dividing net earnings (loss) 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 (loss) per share because their effect was anti-dilutive:

	Years Ended December 31,
	2022		2021

Weighted average common shares outstanding–basic		10,673,017		10,462,246
Potentially dilutive securities:
Unvested shares of restricted stock and employee stock options		189,521		267,616
Weighted average common shares and common share equivalents outstanding–diluted		10,862,538		10,729,862
Average number of potentially dilutive securities excluded from calculation		478,024		231,938

New Accounting Pronouncements, Policy [Policy Text Block]

Effect of Recently Issued Amendments to Authoritative Accounting Guidance

In June 2016, the Financial Accounting Standards Board (“FASB”) issued amendments to the guidance for accounting for credit losses. In November 2019, the FASB deferred the effective date of these amendments for certain companies, including smaller reporting companies. As a result of the deferral, the amendments are effective for us for reporting periods beginning after December 15, 2022. The amendments replace the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires the use of a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. The amendments require a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. We plan to adopt the amendments when they become effective for us on January 1, 2023. The adoption of these amendments will not have a material impact on our consolidated financial statements.

Consolidated Statements of Comprehensive Earnings - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Net earnings	$ 8,461	$ 7,283
Unrealized gain (loss) on interest rate swap agreement	549	(21)
Foreign currency translation adjustments	(925)	(274)
Comprehensive earnings	$ 8,085	$ 6,988

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Revenue from Contract with Customer, Including Assessed Tax

Note 10 - Leases - Lease Modifications (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Sep. 30, 2022	Apr. 01, 2022	Dec. 31, 2021	Dec. 21, 2021
Total	$ 6,350
Operating Lease, Right-of-Use Asset	5,770			$ 5,919
Lease Facility in Singapore [Member]
Total	51		$ 51
Operating Lease, Right-of-Use Asset	51		$ 51
Lease Agreement, EMS Facility in Fremont, California [Member]
Total				202
Operating Lease, Right-of-Use Asset				202
Automobile Lease for Videology [Member]
Total	42			54
Operating Lease, Right-of-Use Asset	42	$ 42		54
Lease Agreement, Facility for Videology [Member]
Total				252
Operating Lease, Right-of-Use Asset				252
Facility for Acculogic Operation in Canada [Member]
Total	942
Operating Lease, Right-of-Use Asset	942
Facility for Acculogic Operation in California [Member]
Total	127
Operating Lease, Right-of-Use Asset	$ 127
Facility Lease From Acquisition of Acculogic [Member]
Total				78	$ 78,000
Operating Lease, Right-of-Use Asset				$ 76	$ 76,000

Note 6 - Goodwill and Intangible Assets - Future Amortization Expense (Details) $ in Thousands	Dec. 31, 2022 USD ($)
2023	$ 2,090
2024	1,968
2025	1,759
2026	1,150
2027	$ 731

Note 3 - Acquisitions (Details Textual)
$ in Thousands, $ in Millions

2 Months Ended

3 Months Ended

12 Months Ended

Dec. 31, 2021

USD ($)

Dec. 21, 2021

USD ($)

Dec. 21, 2021

CAD ($)

Oct. 28, 2021

USD ($)

Oct. 21, 2021

Oct. 06, 2021

USD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2022

USD ($)

Sep. 30, 2022

USD ($)

Jun. 30, 2022

USD ($)

Mar. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2021

USD ($)

Sep. 30, 2021

USD ($)

^[2]

Jun. 30, 2021

USD ($)

^[3]

Mar. 31, 2021

USD ($)

^[4]

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Dec. 21, 2021

CAD ($)

$ 32,405

$ 30,771

$ 29,571

$ 24,081

$ 22,358

^[1]

$ 21,144

$ 21,820

$ 19,556

$ 116,828

$ 84,878

Business Combination, Consideration Transferred, Total

3,244

$ 2,524

2,116

$ 577

287

^[1]

$ 2,175

$ 2,609

$ 2,212

8,461

7,283

Z-Sciences [Member]

$ 479

Payments to Acquire Businesses, Gross

300

Business Combination, Acquisition Related Costs

Business Combination, Contingent Consideration, Liability, Total

$ 179

179

Acquired Finite-lived Intangible Assets, Weighted Average Useful Life (Year)

14 years

Revenue from Contract with Customer, Including Assessed Tax

Z-Sciences [Member] | Restricted Stock Award [Member] | Achieving Future Performance Milestones [Member]

Business Acquisition, Equity Interest Issued or Issuable, Vesting Percentage

100.00%

Z-Sciences [Member] | Maximum [Member] | Restricted Stock Award [Member] | Achieving Future Performance Milestones [Member]

Business Combination, Consideration Transferred, Equity Interests Issued and Issuable

$ 1,800

Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | shares

200,000

Videology [Member]

Business Combination, Consideration Transferred, Total

$ 12,094

Payments to Acquire Businesses, Gross

12,000

Business Combination, Acquisition Related Costs

$ 288

Acquired Finite-lived Intangible Assets, Weighted Average Useful Life (Year)

11 years 7 months 6 days

Revenue from Contract with Customer, Including Assessed Tax

1,434

Business Acquisition, Transaction Costs

(146)

288

Acculogic [Member]

Business Combination, Consideration Transferred, Total

$ 9,426

Payments to Acquire Businesses, Gross

8,500

Business Combination, Acquisition Related Costs

1,297

Business Combination, Contingent Consideration, Liability, Total

930

1,430

930

1,363

930

1,363

930

Acquired Finite-lived Intangible Assets, Weighted Average Useful Life (Year)

14 years

Revenue from Contract with Customer, Including Assessed Tax

Business Acquisition, Transaction Costs

(131)

$ 1,297

Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Consideration Transferred

$ (371)

Acculogic [Member] | Payments Based on Performance Metrics [Member]

Business Combination, Contingent Consideration, Liability, Total

$ 1,430

$ 3,700

$ 5.0

Minimum Amount Required for Invoices Received

$ 2.5

[1]	The quarter ended December 31, 2021 includes a recovery of $17 of restructuring and other charges which are discussed in Note 5.
[2]	The quarter ended September 30, 2021 includes $51 of restructuring and other charges which are discussed in Note 5.
[3]	The quarter ended June 30, 2021 includes $197 of restructuring and other charges which are discussed in Note 5.
[4]	The quarter ended March 31, 2021 includes $55 of restructuring and other charges which are discussed in Note 5.

Note 15 - Stock-based Compensation Plan (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block]

	Years Ended December 31,
	2022		2021
Cost of revenues	$	62	$	26
Selling expense		32		22
Engineering and product development expense		51		62
General and administrative expense		1,642		1,340
	$	1,787	$	1,450

Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

	2022			2021
Risk-free interest rate		2.05	%		1.03	%
Dividend yield		0.00	%		0.00	%
Expected common stock market price volatility factor		.55			.50
Weighted average expected life of stock options (years)		6.25			6.25

Share-Based Payment Arrangement, Option, Activity [Table Text Block]

	Number of Shares			Weighted Average Exercise Price
Options outstanding, January 1, 2021		438,200		$	6.25
Granted		282,404			11.77
Exercised		(231,185	)		6.85
Canceled		(80,550	)		9.55
Options outstanding, December 31, 2021 (59,195 exercisable)		408,869			9.07
Granted		202,540			8.45
Exercised		(8,060	)		4.74
Canceled		(22,930	)		9.10
Options outstanding, December 31, 2022 (167,886 exercisable)		580,419			8.91

Nonvested Restricted Stock Shares Activity [Table Text Block]

	Number of Shares			Weighted Average Grant Date Fair Value
Unvested shares outstanding, January 1, 2021		237,155		$	4.93
Granted		131,209			11.74
Vested		(87,706	)		7.59
Forfeited		(18,125	)		9.02
Unvested shares outstanding, December 31, 2021		262,533			7.16
Granted		123,533			9.21
Vested		(91,672	)		8.04
Forfeited		(5,944	)		9.16
Unvested shares outstanding, December 31, 2022		288,450			7.80

Note 13 - Income Taxes - Income Tax Expense (Benefit) (Details) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Dec. 31, 2022

Sep. 30, 2022

Jun. 30, 2022

Mar. 31, 2022

Dec. 31, 2021

^[1]

Sep. 30, 2021

^[2]

Jun. 30, 2021

^[3]

Mar. 31, 2021

^[4]

Dec. 31, 2022

Dec. 31, 2021

Domestic – Federal

$ 2,892

$ 1,208

Domestic – state

263

140

Foreign

267

259

Total

3,422

1,607

Domestic – Federal

(1,344)

(387)

Domestic – state

(190)

(31)

Foreign

(204)

(70)

Total

(1,738)

(488)

Income tax expense

$ 637

$ 515

$ 454

$ 78

$ (51)

$ 357

$ 447

$ 366

$ 1,684

$ 1,119

[1]	The quarter ended December 31, 2021 includes a recovery of $17 of restructuring and other charges which are discussed in Note 5.
[2]	The quarter ended September 30, 2021 includes $51 of restructuring and other charges which are discussed in Note 5.
[3]	The quarter ended June 30, 2021 includes $197 of restructuring and other charges which are discussed in Note 5.
[4]	The quarter ended March 31, 2021 includes $55 of restructuring and other charges which are discussed in Note 5.

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

Note 5 - Restructuring and Other Charges (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of Restructuring Reserve by Type of Cost [Table Text Block]

	Electronic Test Facility Consolidation			Executive Management Changes			Total
Balance - January 1, 2021	$	233		$	107		$	340
Accruals for severance and other one-time termination benefits		-			120			120
Accruals for other associated costs		183			-			183
Cash payments		(416	)		(157	)		(573	)
Balance - December 31, 2021		-			70			70
Adjustments to accruals for other associated costs		-			(63	)		(63	)
Cash payments		-			(7	)		(7	)
Balance - December 31, 2022	$	-		$	-		$	-

Note 18 - Employee Benefit Plans

12 Months Ended

Dec. 31, 2022

Retirement Benefits [Text Block]

(18)

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, EMS LLC, Temptronic and, effective January 1, 2022, Videology, who are at least 18 years of age are eligible to participate in the inTEST Corporation Incentive Savings 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 years ended December 31, 2022 and 2021 we recorded $479 and $347 of expense for matching contributions, respectively.

All permanent employees of Ambrell 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 six months 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 50% of each employee's contributions up to a maximum of 10% of the employee's deferral with a maximum limit of $5. For the years ended December 31, 2022 and 2021 we recorded $268 and $165 of expense for matching contributions, respectively.

Prior to January 1, 2022, Videology had a Savings Incentive Match plan (the “Videology Plan”) for its employees who work in the U.S., which qualified as a SIMPLE-IRA plan under Section 401(p) of the Internal Revenue Code. Eligible employees could contribute up to $13 of their salary to the Videology Plan. Employees age 50 or over could also make a catch-up contribution up to $3. Videology made a non-elective contribution up to a maximum of 2% of compensation for eligible employees. Non-elective contributions of $3 were made to the Videology Plan from the acquisition date of Videology through December 31, 2021. Effective January 1, 2022, the Videology Plan was terminated and employees were eligible to participate in the inTEST Corporation Incentive Savings Plan.

The entire disclosure for retirement benefits.

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Weighted average common shares outstanding–basic (in shares)

Note 2 - Summary of Significant Accounting Policies - Weighted Average Common Shares (Details) - shares

3 Months Ended

12 Months Ended

Dec. 31, 2022

Sep. 30, 2022

Jun. 30, 2022

Mar. 31, 2022

Dec. 31, 2021

^[1]

Sep. 30, 2021

^[2]

Jun. 30, 2021

^[3]

Mar. 31, 2021

^[4]

Dec. 31, 2022

Dec. 31, 2021

10,725,662

10,695,867

10,653,268

10,617,271

10,580,431

10,496,188

10,442,916

10,329,449

10,673,017

10,462,246

Unvested shares of restricted stock and employee stock options (in shares)

189,521

267,616

Weighted average common shares and common share equivalents outstanding–diluted (in shares)

10,928,220

10,864,540

10,814,799

10,842,592

10,836,396

10,792,290

10,764,936

10,525,826

10,862,538

10,729,862

Average number of potentially dilutive securities excluded from calculation (in shares)

478,024

231,938

[1]	The quarter ended December 31, 2021 includes a recovery of $17 of restructuring and other charges which are discussed in Note 5.
[2]	The quarter ended September 30, 2021 includes $51 of restructuring and other charges which are discussed in Note 5.
[3]	The quarter ended June 30, 2021 includes $197 of restructuring and other charges which are discussed in Note 5.
[4]	The quarter ended March 31, 2021 includes $55 of restructuring and other charges which are discussed in Note 5.

Note 11 - Other Current Liabilities - Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accrued warranty	$ 673	$ 531
Current portion of contingent consideration	324	179
Accrued taxes	83	113
Accrued restructuring	0	70
Other	484	374
Total other current liabilities	$ 1,564	$ 1,267

Note 6 - Goodwill and Intangible Assets (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Discounted Cash Flows, Discount Rate		16.00%
Goodwill and Intangible Asset Impairment, Total	$ 0	$ 0
Minimum [Member]
Discounted Cash Flows, Discount Rate	16.50%
Maximum [Member]
Discounted Cash Flows, Discount Rate	18.00%

Note 4 - Fair Value Measurements - Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 21, 2021	Oct. 06, 2021
Interest Rate Swap [Member]
Interest rate swap	$ 528
Interest rate swap		$ (21)
Fair Value, Inputs, Level 1 [Member] \| Interest Rate Swap [Member]
Interest rate swap	0
Interest rate swap		0
Fair Value, Inputs, Level 2 [Member] \| Interest Rate Swap [Member]
Interest rate swap	528
Interest rate swap		(21)
Fair Value, Inputs, Level 3 [Member] \| Interest Rate Swap [Member]
Interest rate swap	0
Interest rate swap		0
Acculogic [Member]
Contingent consideration liability	(1,363)	(930)	$ (1,430)
Acculogic [Member] \| Fair Value, Inputs, Level 1 [Member]
Contingent consideration liability	0	0
Acculogic [Member] \| Fair Value, Inputs, Level 2 [Member]
Contingent consideration liability	0	0
Acculogic [Member] \| Fair Value, Inputs, Level 3 [Member]
Contingent consideration liability	$ (1,363)	(930)
Z-Sciences [Member]
Contingent consideration liability		(179)		$ (179)
Z-Sciences [Member] \| Fair Value, Inputs, Level 1 [Member]
Contingent consideration liability		0
Z-Sciences [Member] \| Fair Value, Inputs, Level 2 [Member]
Contingent consideration liability		0
Z-Sciences [Member] \| Fair Value, Inputs, Level 3 [Member]
Contingent consideration liability		$ (179)

Note 12 - Debt (Details Textual) - M&T Bank [Member] - USD ($) $ in Thousands				12 Months Ended
	Dec. 29, 2021	Oct. 28, 2021	Oct. 15, 2021	Dec. 31, 2022	Dec. 31, 2021	Mar. 01, 2023	Sep. 20, 2022
October 2021 Agreement [Member]
Debt Instrument, Term (Year)			5 years
Interest Expense, Debt, Total				$ 635	$ 89
Debt Instrument, Interest Rate in Event of Default			2.00%
October 2021 Agreement [Member] \| Revolving Credit Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity			$ 10,000
October 2021 Agreement [Member] \| Term Note [Member]
Debt Instrument, Face Amount			$ 25,000
Debt Instrument, Draw Period (Year)			2 years
Proceeds from Issuance of Long-term Debt, Total	$ 8,500	$ 12,000
Debt Instrument, Interest Rate, Effective Percentage		3.20%		4.00%
October 2021 Agreement [Member] \| Term Note [Member] \| Subsequent Event [Member]
Debt Instrument, Interest Rate, Effective Percentage						6.70%
Amended Loan Agreement [Member]
Long-Term Line of Credit, Total				$ 0
Amended Loan Agreement [Member] \| Term Note [Member]
Debt Instrument, Face Amount							$ 50,500
Debt Instrument, Unused Borrowing Capacity, Amount				$ 30,000

Note 20 - Quarterly Consolidated Financial Data (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2022

Quarterly Financial Information [Table Text Block]

	Quarters Ended
	3/31/22		6/30/22		9/30/22		12/31/22		Total
Revenue	$	24,081	$	29,571	$	30,771	$	32,405	$	116,828
Gross margin		11,013		13,548		13,898		14,981		53,440
Earnings before income tax expense		655		2,570		3,039		3,881		10,145
Income tax expense		78		454		515		637		1,684
Net earnings		577		2,116		2,524		3,244		8,461

Net earnings per common share – basic	$	0.05	$	0.20	$	0.24	$	0.30	$	0.79
Weighted average common shares outstanding – basic		10,617,271		10,653,268		10,695,867		10,725,662		10,673,017
Net earnings per common share – diluted	$	0.05	$	0.20	$	0.23	$	0.30	$	0.78
Weighted average common shares outstanding – diluted		10,842,592		10,814,799		10,864,540		10,928,220		10,862,538

	Quarters Ended
	3/31/21⁽¹⁾		6/30/21⁽²⁾		9/30/21⁽³⁾		12/31/21⁽⁴⁾			Total
Revenue	$	19,556	$	21,820	$	21,144	$	22,358		$	84,878
Gross margin		9,521		10,962		10,395		10,346			41,224
Earnings before income tax expense (benefit)		2,578		3,056		2,532		236			8,402
Income tax expense (benefit)		366		447		357		(51	)		1,119
Net earnings		2,212		2,609		2,175		287			7,283

Net earnings per common share – basic	$	0.21	$	0.25	$	0.21	$	0.03		$	0.70
Weighted average common shares outstanding – basic		10,329,449		10,442,916		10,496,188		10,580,431			10,462,246
Net earnings per common share – diluted	$	0.21	$	0.24	$	0.20	$	0.03		$	0.68
Weighted average common shares outstanding – diluted		10,525,826		10,764,936		10,792,290		10,836,396			10,729,862

Note 19 - Segment Information (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of Segment Reporting Information, by Segment [Table Text Block]

	Years Ended December 31,
	2022			2021
*Revenue:*
Electronic Test	$	40,219		$	32,509
Environmental Technologies		30,172			26,896
Process Technologies		46,437			25,473
Total Revenue	$	116,828		$	84,878

*Division operating income:*
Electronic Test	$	9,931		$	10,926
Environmental Technologies		3,817			4,236
Process Technologies		8,230			3,819
Total division operating income		21,978			18,981

Corporate expenses		(8,563	)		(9,082	)
Acquired intangible amortization		(2,694	)		(1,440	)
Other income (expense)		(576	)		(57	)
Earnings before income tax expense	$	10,145		$	8,402

Revenue from External Customers by Geographic Areas [Table Text Block]

	Years Ended December 31,
	2022		2021
*Revenue:*
U.S.	$	49,096	$	26,802
Foreign		67,732		58,076
	$	116,828	$	84,878

Long-Lived Assets by Geographic Areas [Table Text Block]

	December 31,
	2022		2021
*Property and equipment:*
U.S.	$	2,658	$	2,346
Foreign		474		342
	$	3,132	$	2,688

Asset [Member]

Schedule of Segment Reporting Information, by Segment [Table Text Block]

	December 31,
	2022		2021
*Identifiable assets:*
Electronic Test	$	31,143	$	26,251
Environmental Technologies		18,040		15,411
Process Technologies		56,866		52,120
Corporate		4,017		10,123
	$	110,066	$	103,905

*Capital expenditures:*
Electronic Test	$	80	$	423
Environmental Technologies		368		313
Process Technologies		543		206
Corporate		374		52
	$	1,365	$	994

Note 19 - Segment Information - Identifiable Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Identifiable Assets	$ 110,066	$ 103,905
Capital expenditures	1,365	994
Corporate, Non-Segment [Member]
Identifiable Assets	4,017	10,123
Capital expenditures	374	52
Electronic Test [Member]
Identifiable Assets	31,143	26,251
Capital expenditures	80	423
Environmental Technologies [Member]
Identifiable Assets	18,040	15,411
Capital expenditures	368	313
Process Technologies [Member]
Identifiable Assets	56,866	52,120
Capital expenditures	$ 543	$ 206

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

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Note 19 - Segment Information - Net Revenue From Unaffiliated Customers (Details) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Dec. 31, 2022

Sep. 30, 2022

Jun. 30, 2022

Mar. 31, 2022

Dec. 31, 2021

^[1]

Sep. 30, 2021

^[2]

Jun. 30, 2021

^[3]

Mar. 31, 2021

^[4]

Dec. 31, 2022

Dec. 31, 2021

$ 32,405

$ 30,771

$ 29,571

$ 24,081

$ 22,358

$ 21,144

$ 21,820

$ 19,556

$ 116,828

$ 84,878

UNITED STATES

49,096

26,802

Non-US [Member]

$ 67,732

$ 58,076

[1]	The quarter ended December 31, 2021 includes a recovery of $17 of restructuring and other charges which are discussed in Note 5.
[2]	The quarter ended September 30, 2021 includes $51 of restructuring and other charges which are discussed in Note 5.
[3]	The quarter ended June 30, 2021 includes $197 of restructuring and other charges which are discussed in Note 5.
[4]	The quarter ended March 31, 2021 includes $55 of restructuring and other charges which are discussed in Note 5.