PRINTER, PLEASE BUILD IN SPINE
Corporate Headquarters
41 Hampden Road
Mansfield, MA 02048 USA
Tel (781) 688-2300
www.intest.com
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2018 ANNUAL REPORT
[Investment Highlights]• Leading provider of mission-critical, yield improvement test and process solutions for growth industries• Estimated addressable market in excess of $620 million annually• Blue chip customers across auto, industrial, defense/aerospace, telecom and semi markets• Successfully expanding addressable markets, product offerings and customer base via organic growth and M&A• Consistent growth and profitability, high margins, strong cash flows• New CEO leading strong, proven team[Growth Opportunities]• Capitalize on market tailwinds in focus sectors (semi super cycle, IoT, automotive, consumer and industrial)• Extend leadership in thermal test and process• Grow market share and further broaden customer base in key markets• Continued expanding market opportunity via M&A (customers, adjacent products, geographies)[End Markets Served] • Semiconductor• Automotive• Defense/Aerospace• Industrial Manufacturing• Industrial Equipment• Telecommunications[Business Segments] inTEST comprises two business segments under five brands – Ambrell, Temptronic, Sigma Systems, Thermonics, and EMS Products – that collectively focus on electronic test, process cooling, and induction heating. (cid:56)(cid:70)(cid:1)(cid:78)(cid:66)(cid:76)(cid:70)(cid:1)(cid:85)(cid:73)(cid:74)(cid:79)(cid:72)(cid:84)(cid:1)(cid:1)(cid:41)(cid:48)(cid:53)(cid:1)(cid:66)(cid:79)(cid:69)(cid:1)(cid:36)(cid:48)(cid:45)(cid:37)(cid:1)(cid:1)(cid:88)(cid:73)(cid:70)(cid:83)(cid:70)(cid:1)(cid:74)(cid:85)(cid:1)(cid:78)(cid:66)(cid:85)(cid:85)(cid:70)(cid:83)(cid:84)inTEST Thermal Solutions (iTS): Thermal systems that deliver precise temperature from ultralow to high heat for thermal conditioning in electronic and production test processes, as well as adding or removing heat to maintain a thermally stable manufacturing or test site. inTESTthermal.com and Thermonics-chillers.comAmbrell: Induction heating systems that deliver precise elevated temperature used in production processes for conditioning electrically conductive materials such as annealing, bonding, brazing, curing, forging, hardening, melting, sealing, shrink fitting, soldering and other manufacturing processes such as vapor deposition. Ambrell.comThermal SegmentinTEST EMS Products: Manipulators, docking systems and custom electrical interfaces critical to ATE systems in the production of semiconductors. inTEST-semicon.comEMS Products Segment [COMPANY PROFILE][OUR LARGEST CUSTOMERS INCLUDE]Aixtron SE, Analog Devices, Inc., Foxconn Optical Interconnect Technologies, Inc., GT Advanced Technologies Incorporated, Hakuto Co. Ltd., LPE S.p.A., NXP Semiconductors N.V., Raytheon Company, Rosendahl Nextrom GmbH, and Texas Instruments Incorporated.We are headquartered in Mansfield, MA, with manufacturing facilities in NJ, MA, NY and CA. We also have sales, service and support offices in Singapore, Germany, Netherlands and the U.K., with additional support personnel in other key industrial manufacturing areas around the world. inTEST Corporation (NYSE American:INTT) designs and manufactures engineered solutions for Automated Test Equipment (ATE) and other electronic test, as well as industrial process applications. These solutions help customers advance transformative technologies such as electric vehicles, 5G and satellite communications and others across a range of markets including the automotive, defense/aerospace, energy, industrial and telecommunications. Our products are used by semiconductor manufacturers to fabricate and perform development, qualification and final testing of integrated circuits (ICs) and wafers and other electronic test. We offer induction heating products for joining and forming metals in a variety of industrial markets, including automotive, aerospace, machinery, wire & fasteners, medical, semiconductor, food & beverage, and packaging. Specific products include temperature management systems, induction heating products, manipulator and docking hardware products, and customized interface solutions. We have established strong relationships with our customers globally, which we support through a network of local offices.1 (cid:39)(cid:70)(cid:77)(cid:77)(cid:80)(cid:88)(cid:1)(cid:1)(cid:52)(cid:85)(cid:80)(cid:68)(cid:76)(cid:73)(cid:80)(cid:77)(cid:69)(cid:70)(cid:83)(cid:84)2018 was another solid year for inTEST Corporation on many fronts. We continue to advance our strategy to be a global resource for advanced thermal engineered solutions for test and process applications. Expanding our thermal competencies provides many avenues into different markets, while lessening our dependence on traditional businesses in the semiconductor industry. For more than thirty years, we have evolved in step with the ATE industry while steadily diversifying. We are not just Semi anymore. Our business model is centered on an expanded product offering outside of electronic test. We make things hot and cold where it matters in support of technological progress, leveraging our expertise into a world-class thermal solutions provider that plays a key enabling role in new value-solutions for our global customer base. We aim to be a recognized authority on critical temperature environments and provide highly engineered, application-specific thermal solutions with timely delivery, and superior quality and reliability.Technology investments have led us to new markets and, along with revenue and margin expansion, have enabled us to evolve and transform the Company to reach more deeply and broadly into the thermal market. Among our top strategic initiatives is growing annual revenues and diversifying into other markets through our Thermal Products segment to mitigate the cyclical and seasonal demand levels inherent in the semiconductor capital equipment industry. Since 1998, we have added six companies to our operations, with approximately 84% of our 2018 revenue derived from those acquisitions. We have a strong track record of integrating businesses that broaden our growth opportunities and expand either our market share or offerings, and are actively pursuing synergistic acquisition opportunities that complement our current products and expertise. To further support our growth strategy, we have strengthened our executive team to ensure the success of existing businesses and future M&A integrations.Growth Strategy: Innovation Through Transformative Acquisition…Broadening Customer Diversification & Served Available Markets 3
2018 Highlights
We have positioned inTEST to successfully deliver profits
and generate cash. 2018 marks our 9th consecutive year
of profitability. We have made significant progress this past
year in broadening our presence within the markets we
serve as we diversify the company into a global world-class
provider of thermal solutions for industrial manufacturing
and electronic test. Our solid full year results were driven by
a diversified customer base of end users and OEMs in the
semiconductor industry, with end markets in the automotive
sensors, Internet of Things (IoT), and consumer electronics
markets, and our non-semi business was driven by demand
in the industrial and defense/aerospace markets.
• 2018 net revenues of $78.6 million increased 18%
compared to 2017 net revenues of $66.8 million. 2018
net revenues excluding Ambrell were $52.1 million,
a 2% decrease compared to 2017.
• 2018 gross margin of $39.4 million increased 14%
compared to 2017 gross margin of $34.7 million. As
a percentage of revenue, 2018 gross margin was 50%
compared to 2017 gross margin of 52%. Excluding the
impact of Ambrell, 2018 gross margin was $27.0 million
or 52% of revenues compared to $28.1 million or 53%
reported in 2017.
• 2018 net earnings (GAAP) of $3.0 million increased
200% compared to 2017 net earnings of $1.0 million.
2018 net earnings per diluted share of $0.29 increased
$0.20 compared to $0.09 reported in 2017. Net
earnings (GAAP) and net earnings per diluted share
(GAAP) include the impact of an increase in the liability for
contingent consideration of $6.9 million in 2018 and $7.0
million in 2017.
• 2018 adjusted net earnings (non-GAAP) of $11.0 million
increased 21% compared to 2017 adjusted net earnings
(non-GAAP) of $9.1 million. 2018 adjusted net earnings
per diluted share (non-GAAP) of $1.06 increased $0.18
compared to $0.88 reported in 2017*.
• 2018 adjusted EBITDA (non-GAAP) of $13.8 million
increased 10% compared to $12.6 million reported
in 2017*.
• 2018 was a banner year for Ambrell, with bookings up
18% from full year 2017 bookings – the highest bookings
ever achieved in the history of Ambrell – and record
shipments for the year, up 25% from full year 2017
revenues. The 2017 acquisition of Ambrell Corporation
has been very successful; and Ambrell continues to make
solid contributions to our operations. Since we acquired
the company, we have grown Ambrell’s adjusted EBITDA
from just over $2 million at the time of closing (May 24,
2017) to just over $5 million in 2018*.
[INVESTMENTS DRIVING GROWTH]
Technology investments and successful acquisition track record have led to:
• new markets and customers
• additional revenue opportunities
• margin expansion
84% of 2018 revenues derived from acquired entities
inTEST
Founded
INTT
IPO
Test
Design
EMS
Temptronic
Thermal
Products
Intelogic
Tech
EMS
Sigma
Systems
Thermal
Products
Next
Acquisitions
Ambrell
Thermal
Products
Thermonics
Thermal
Products
1981
1997
1998
2000
2002
2008
2012
2017
These outstanding results demonstrate the dedication that runs throughout our organization to serving our customers and delivering results to our stockholders, as well as the long-term value generated through the successful execution of our strategic objectives.We continue to execute on a consistent strategy of long-term growth through diversification within our business segments. Shifts in technology and the growing digitization of industry, driven by 5G, IoT and cloud computing provide a backdrop for a positive outlook for our semi business, an important market for inTEST. We continue to expand our customer base in the markets we serve, while growing our footprint in additional test and industrial process markets. We see solid opportunities in other robust markets where we operate (for example, automotive including electric vehicle, packaging, food & beverage, and medical), as well as markets where we can lead with thermal engineered solutions. We believe we are creating conditions for our long-term success and we are well-positioned for a strong 2019.Robert E. Matthiessen, Chairman of the Board, will not be standing for reelection at our Annual Meeting, and I want to personally thank him for his many years of distinguished service. Bob joined inTEST in 1984, and for the past 35 years he has lent his consider-able skills and experience in leading inTEST, having served in many capacities including as the Company’s Chairman, President, Chief Executive Officer, and Chief Operating Officer & Executive Vice President. We would not be where we are today without his many contributions and we wish him all the best as he embarks on a new chapter in his life. We extend our sincere appreciation and thanks to our stockholders, customers, employees, and suppliers for their continued trust, confidence and support during the past year. We remain committed to maintaining the highest ethical standards in our relationships with stockholders, employees, customers, and suppliers and the public at large, and to exceeding our customers’ expectations while protecting stockholder value.Sincerely,James PelrinPresident & CEOMay 1, 2019* For a reconciliation of GAAP to Non-GAAP financial measures, see Appendix A on the page of this report immediately preceding the 10-K Title Page.[NET REVENUES](Dollars in Millions)806040200‘16‘17‘18[ADJUSTED EBITDA*](Dollars in Millions)1410.573.50‘16‘17‘18 (cid:39)(cid:48)(cid:51)(cid:46)(cid:1)(cid:18)(cid:17)(cid:44)
Appendix A
Reconciliation of Consolidated Net Earnings (GAAP) and Net Earnings per Share – Diluted (GAAP) to
Adjusted Net Earnings (non-GAAP) and Adjusted Net Earnings per Share – Diluted (non-GAAP):
Net earnings (GAAP) .........................................................................................................
Acquired intangible amortization ...................................................................................
Contingent consideration liability adjustment ................................................................
Tax adjustments ..............................................................................................................
Adjusted net earnings (Non-GAAP) ...................................................................................
Years Ended
12/31/2018
$ 3,037
1,103
6,901
(22)
$11,019
12/31/2017
$ 975
1,161
6,976
(15)
$ 9,097
Diluted average shares outstanding ....................................................................................
10,382
10,339
Net earnings per share – diluted (GAAP) ...........................................................................
Acquired intangible amortization ...................................................................................
Contingent consideration liability adjustment ................................................................
Tax adjustments ..............................................................................................................
Adjusted net earnings per share – diluted (Non-GAAP) ....................................................
$ 0.29
0.11
0.66
-
$ 1.06
$ 0.09
0.11
0.68
-
$ 0.88
Reconciliation of Consolidated Net Earnings (GAAP) to Adjusted EBITDA (Non-GAAP):
Net earnings (GAAP) ..................................................................................
Acquired intangible amortization ............................................................
Interest expense .......................................................................................
Income tax expense .................................................................................
Depreciation ............................................................................................
Contingent consideration liability adjustment .........................................
Adjusted EBITDA (Non-GAAP) ................................................................
Years Ended
12/31/2018 12/31/2017
$ 975
1,161
-
2,863
618
6,976
$12,593
$ 3,037
1,103
1
2,006
768
6,901
$13,816
12/31/2016
$ 2,688
229
-
1,549
370
-
$ 4,806
Reconciliation of Ambrell’s Net Earnings (GAAP) to Adjusted EBITDA (Non-GAAP):
Net earnings (loss)(GAAP) .................................................................................................
Acquired intangible amortization ...................................................................................
Interest expense ..............................................................................................................
Income tax expense ........................................................................................................
Depreciation ...................................................................................................................
Adjustment per Ambrell Stock Purchase Agreement .....................................................
Adjusted EBITDA (per Ambrell Stock Purchase Agreement) ...........................................
Year
Ended
12/31/2018
$ 2,089
1,037
2
2
399
1,567
$ 5,096
12 Months
Ended
5/31/2017
$ (665)
1,342
69
(239)
241
1,532
$ 2,280
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
(cid:1409)(cid:1409) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
OR
(cid:1407) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________ to ___________________
Commission File Number 1-36117
inTEST Corporation
(Exact name of registrant as specified in its charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
22-2370659
(I.R.S. Employer Identification Number)
804 EAST GATE DRIVE, SUITE 200
MT. LAUREL, NEW JERSEY
(Address of Principal Executive Offices)
08054
(Zip Code)
Registrant's telephone number, including area code: (856) 505-8800
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Common Stock, par value $0.01 per share
Name of Each Exchange on Which Registered
NYSE American
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:1407) No (cid:1409)
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes (cid:1407) No (cid:1409)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:1409) No (cid:1407)
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required
to submit such files). Yes (cid:1409) No (cid:1407)
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. (cid:1407)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company, or emerging growth company. See definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer (cid:1407)
Non-accelerated filer (cid:1409)
Accelerated filer (cid:1407)
Smaller reporting company (cid:1409)
Emerging growth company (cid:1407)
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial account standards provided pursuant to Section 13(a) of the Exchange Act. (cid:1407)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:1407) No (cid:1409)
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price
at which the common equity was last sold on June 30, 2018 (the last business day of the registrant's most recently completed
second fiscal quarter), was: $73,323,770.
The number of shares outstanding of the registrant's Common Stock, as of March 15, 2019, was 10,570,258.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement of the Registrant for the Registrant's 2019 Annual Meeting of Stockholders, to be filed
with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Report, are
incorporated by reference into Part III of this Report.
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inTEST CORPORATION
FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2018
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.
Item 3.
Item 4. Mine Safety Disclosures
Properties
Legal Proceedings
INDEX
PART I
PART II
Selected Financial Data
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Financial Statements and Supplementary Data
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accounting Fees and Services
PART IV
Item 15. Exhibits, Financial Statement Schedules
Item 16. Form 10-K Summary
Index to Exhibits
Signatures
Index to Consolidated Financial Statements and Financial Statement Schedule
- 2 -
inTEST CORPORATION
FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2018
Cautionary Statement Regarding Forward-Looking Statements
From time to time, we make written or oral "forward-looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995, as amended, including statements contained in our filings with the Securities and Exchange Commission
(“SEC”) (including this Annual Report on Form 10-K (“Report”)), in our annual report to stockholders and in other
communications. These statements do not convey historical information, but relate to predicted or potential future events, such as
statements of our plans, strategies and intentions, or our future performance or goals, that are based on management’s current
expectations. Our forward-looking statements can often be identified by the use of forward-looking terminology such as
"believes," "expects," "intends," "may," "will," "should," "plans," “projects,” “forecasts,” “outlook” or "anticipates" or similar
terminology, and include, but are not limited to, statements made in this Report regarding:
●
●
●
the possibility of future acquisitions or dispositions and the successful integration of any acquired operations;
the ability to borrow funds or raise capital to finance major potential acquisitions;
the success of our strategy to diversify our business by entering markets outside the semiconductor and automated test
equipment (“ATE”), markets, including the automotive, consumer electronics, defense/aerospace, energy, industrial,
telecommunications and other markets;
indications of a change in the market cycles in the semiconductor and ATE markets or other markets we serve;
competitive pricing pressures;
the development of new products and technologies by us or our competitors;
effects of exchange rate fluctuations;
●
● developments and trends in the semiconductor and ATE markets, including changes in the demand for semiconductors;
●
●
●
● general economic conditions both domestically and globally;
●
● progress of product development programs;
the anticipated market for our products;
●
the availability of materials used to manufacture our products, including increases in raw material and fabrication costs
●
associated with our products;
the availability of and retention of key personnel;
●
● net revenues generated by foreign subsidiaries;
●
●
● other projections of net revenues, taxable earnings (loss), net earnings (loss), net earnings (loss) per share, capital
the sufficiency of cash balances, lines of credit and net cash from operations;
stock price fluctuations; and
changes in the rate of, and timing of, capital expenditures by our customers;
expenditures and other financial items.
Investors and prospective investors are cautioned that such forward-looking statements are only projections based on current
estimations. These statements involve risks and uncertainties and are based upon various assumptions. We discuss many of these
risks and uncertainties under Item 1A "Risk Factors," below, and elsewhere in this Report. These risks and uncertainties, among
others, could cause our actual future results to differ materially from those described in our forward-looking statements or from
our prior results. Any forward-looking statement made by us in this Report is based only on information currently available to us
and speaks to circumstances only as of the date on which it is made. We are not obligated to update these forward-looking
statements, even though our situation may change in the future.
Item 1. BUSINESS
INTRODUCTION
PART I
In this report, "we," "us," "our," and the "Company" refer to inTEST Corporation and its consolidated subsidiaries. We are an
independent designer, manufacturer and marketer of thermal management products and ATE interface solutions which are used
by semiconductor manufacturers to perform development, qualifying and final testing of integrated circuits (“ICs”) and wafers,
and for other electronic test across a range of industries including the automotive, defense/aerospace, energy, industrial,
telecommunications and other markets. We also offer induction heating products for joining and forming metals in a variety of
industrial markets, including automotive, aerospace, machinery, wire & fasteners, medical, semiconductor, food & beverage,
and packaging. Our high-performance products are designed to enable our customers to improve the efficiency of their test and
manufacturing processes and, consequently, their profitability.
- 3 -
We sell our products worldwide. Within the ATE market, we sell our products both directly to major semiconductor
manufacturers and semiconductor test subcontractors and indirectly through leading ATE manufacturers. In markets outside the
ATE market, we sell our products directly to the end user of the product or through third party distributors. Our largest
customers include Aixtron SE, Analog Devices, Inc., Foxconn Optical Interconnect Technologies, Inc., GT Advanced
Technologies Incorporated, Hakuto Co. Ltd., LPE S.p.A., NXP Semiconductors N.V., Raytheon Company, Rosendahl Nextrom
GmbH, and Texas Instruments Incorporated.
The consolidated entity is comprised of inTEST Corporation (parent) and our wholly-owned subsidiaries. inTEST Corporation
was incorporated in New Jersey in 1981 and reincorporated in Delaware in April 1997. We have two reportable segments,
which are also our reporting units, Thermal Products ("Thermal") and Electromechanical Semiconductor Products ("EMS").
On May 24, 2017, we completed the acquisition of Ambrell Corporation (“Ambrell”) for $22.0 million in cash paid at the
closing. Subsequent to the closing, we paid an additional $18.0 million in earnouts based on the 2017 and 2018 adjusted
EBITDA of Ambrell, as discussed further in Note 3 to our consolidated financial statements included in Item 8 of this Report on
Form 10-K. The acquisition was completed by acquiring all of the outstanding capital stock of Ambrell. Ambrell is a
manufacturer of precision induction heating systems which are used to conduct fast, efficient, repeatable non-contact heating of
metals or other electrically conductive materials, in order to transform raw materials into finished parts. The Ambrell acquisition
complements our thermal technologies and broadens our diverse customer base, allowing expansion within many non-
semiconductor related markets, such as consumer product packaging, fiber-optics, automotive and other markets. Ambrell's
operations are included in our Thermal segment. Ambrell manufactures its products in the U.S. and conducts marketing and
support activities from its facilities in the U.S., the Netherlands and the U.K.
MARKETS
Overview
Our business is grounded in the ATE market, which provides automated test equipment to the semiconductor market. While the
ATE market remains a key driver in our business, we have taken actions over the last ten years to diversify our served markets
to address the thermal test requirements of several other markets outside the semiconductor market as well as certain thermal
process industrial requirements. The markets we have targeted outside the semiconductor market include the automotive,
consumer electronics, defense/aerospace, energy, industrial and telecommunications markets. Prior to the acquisition of Ambrell
in May 2017, we offered only highly specialized engineering solutions used for testing applications in the markets outside the
semiconductor market, the demand for which is limited and which varies significantly from period to period. Our acquisition of
Ambrell not only provided expansion into new markets, but also broadened our product offerings to include products sold into
process or manufacturing applications. Historically, Ambrell sold its precision induction heating systems almost exclusively to
customers in the industrial market, which is a non-semiconductor market, but since 2018 has also had significant sales into the
semiconductor market. Overall, however, the acquisition of Ambrell has reduced our dependence on customers in the
semiconductor market. We expect that our future orders and net revenues will be approximately equally split between the
semiconductor and non-semiconductor markets. During 2018 and 2017, our net revenues in markets outside the semiconductor
market were $33.2 million (including $19.1 million of net revenues attributable to Ambrell) and $29.0 million (including $13.2
million of net revenues attributable to Ambrell), respectively, and represented 42% and 44%, respectively, of our total net
revenues. In the five years prior to the acquisition of Ambrell, our net revenues from sales in markets outside the semiconductor
market ranged from 18% to 30%.
The level of our net revenues in the various markets we serve outside the semiconductor market varies significantly from market
to market. During 2018 and 2017, our net revenues from the industrial market represented 27% and 21%, respectively, of our
total net revenues, while our net revenues from the telecommunications market represented 7% and 15%, respectively of our
total net revenues for both years and our net revenues from the defense/aerospace market represented 6% and 5%, respectively,
of our total net revenues. The level of our net revenues in these non-semiconductor markets has varied significantly in the past
and we expect will vary significantly in the future as we build our presence in these markets and establish new markets for our
products. One of our goals is to further expand our sales in these markets outside the semiconductor market; however, due to the
highly specialized nature of many of our product offerings in these non-semiconductor markets, we do not expect broad market
penetration in many of these markets and therefore, do not anticipate developing meaningful market shares in most of these
non-semiconductor markets. Consequently, we are continuing to evaluate buying patterns and opportunities for growth in these
markets that may affect our performance.
Outside of the semiconductor market, we have developed a meaningful market share in two markets: the optical transceiver
market (which is a subset of the broad telecommunications market) and the induction heating market for systems with 500KW
or less of power. In contrast to the semiconductor or ATE markets where we serve a broad range of customers and where our
business trends follow the overall market trends within the semiconductor or ATE markets, in the optical transceiver submarket
and the industrial markets where induction heating products are used, we only serve a limited number of market participants,
which represent only a portion of these markets and, therefore, market trends in these areas do not have as material an impact on
our financial results. The following discussion of our markets is limited to the ATE and semiconductor markets, which currently
represent the majority of our net revenues.
- 4 -
Semiconductor and ATE Markets
Historically, the semiconductor market has been characterized by rapid technological change, wide fluctuations in demand and
shortening product life cycles. Designers and manufacturers of a variety of electronic and industrial products, such as cell
phones, telecom and datacom systems, Internet access devices, computers, transportation and consumer electronics, require
increasingly complex ICs to provide improved end-product performance demanded by their customers. Semiconductor
manufacturers generally compete based on product performance and price. We believe that testing costs represent a significant
portion of the total cost of manufacturing ICs. Semiconductor manufacturers remain under pressure to maximize production
yields and reduce testing costs. At the same time, the growing complexity of ICs has increased the difficulty of maximizing test
yields. In order to address these market trends, semiconductor manufacturers strive for more effective utilization of ATE, smaller
test areas and increased wafer level testing.
Demand for new ATE and related equipment depends upon several factors, including the demand for products that incorporate
ICs, the increasing complexity of ICs and the emergence of new IC design, production and packaging technologies. Some of the
evolutionary changes in IC technologies included the shift to 300 mm wafers in production, system-on-a-chip (“SOC”) where
digital, analog and memory functions are combined on a single IC, and chip scale packaging. As a result of these and other
advances, semiconductor manufacturers may require additional ATE not only to handle increases in production but also to
handle the more sophisticated testing requirements of ICs.
IC Test Process
Semiconductor manufacturers typically produce ICs in multiples of several hundred or more on a silicon wafer which is later
separated or "diced" into individual ICs. Extended leads are then attached to the individual ICs for later connection to other
electrical components. In most cases, the ICs are then encapsulated in a plastic, ceramic or other protective housing. These
process steps are called "packaging."
Wafers are tested before being diced and packaged, to ensure that only properly functioning ICs are packaged. This testing step
has several names, including "front-end test," "wafer test," "wafer probe" or "wafer sort." In front-end test, an electronic
handling device known as a wafer prober automatically positions the wafer under a probe card which is electronically connected
to a "test head," which connects electrically to a test system. During front-end testing, there is a growing trend of thermally
conditioning the wafer during test. Once the good ICs have been identified, they are packaged.
The packaged ICs also require testing, called "back-end test" or "final test," to determine if they meet design and performance
specifications. Packaged ICs are tested after loading into another type of electronic handling device called a "package handler"
or "handler," which then transfers the packaged ICs into a test socket which is attached to the test head. These handlers may be
temperature controlled for testing. "Wafer probers" and "handlers" are sometimes referred to in this Report collectively as
"electronic device handlers."
Testers range in price from approximately $100,000 to over $2.0 million each, depending primarily on the complexity of the IC
to be tested. Probers and handlers range in price from approximately $50,000 to $500,000 each. A typical test floor of a large
semiconductor manufacturer may have 100 test heads and 100 probers or 250 handlers supplied by various vendors for use at
any one time. While larger global semiconductor manufacturers typically purchase ATE to test the ICs they manufacture, there
are a growing number of semiconductor manufacturers who outsource IC testing to third-party foundries, test and assembly
providers.
Test head manipulators, also referred to as positioners, facilitate the movement of the test head to the electronic device handler.
Docking hardware mechanically connects the test head to the wafer prober or handler. Tester interface products provide the
electrical connection between the test head and the wafer or packaged IC. Traditionally, temperature management products are
used in back-end test to allow a manufacturer to test packaged ICs under the extreme temperature conditions in which the IC
may be required to operate. However, we believe that temperature-controlled testing will be an increasingly important part of
front-end wafer testing as more parameters traditionally tested in back end-test are moved to front-end test.
Trends in IC Testing
ATE is used to identify unacceptable packaged ICs and bad die on wafers. ATE assists IC manufacturers in controlling test costs
by performing IC testing in an efficient and cost-effective manner. In order to provide testing equipment that can help IC
manufacturers meet these goals, we believe the ATE market must address the following issues:
Change in Technology. End-user applications are demanding ICs with increasingly higher performance, greater speeds, and
smaller sizes. ICs that meet these higher standards, including SOC designs, are more complex and dense. These technology
trends have significant implications for the IC testing process, including:
the need for test heads of higher complexity;
●
● higher signal densities;
●
●
increasing test speeds; and
a new generation of testers for SOC and other technologies.
- 5 -
Need for Plug-Compatibility and Integration. Semiconductor manufacturers need test methodologies that will perform
increasingly complex tests while lowering the overall cost of testing. This can require combining ATE manufactured by
various companies into optimally performing systems. Semiconductor manufacturers have to work closely with various test
hardware, software, interface and component vendors to resolve design and compatibility issues in order to make these
vendors' products plug-compatible with test equipment manufactured by other vendors.
Testing Under Extreme Conditions. ICs will have to perform across a wider spectrum of temperature and environmental
conditions than ever before because of the growing complexity of products in which they are deployed. In recent years,
temperature testing has found an increasing role in front-end, wafer-level testing. Creating a uniform thermal profile over
much larger wafer areas represents a significant engineering and design challenge for ATE manufacturers.
Demand for Higher Levels of Technical Support. As IC testing becomes more complex, semiconductor manufacturers
demand higher levels of technical support on a routine basis. ATE manufacturers must commit appropriate resources to
technical support in order to develop close working relationships with their customers. This level of support also requires
close proximity of service and support personnel to customers' facilities.
Cost Reduction Through Increased Front-End Testing. As the cost of testing ICs increases, semiconductor manufacturers will
continue to look for ways to streamline the testing process to make it more cost-effective, such as the trend to use massive
parallel testing, in which semiconductor manufacturers test multiple ICs on the wafer simultaneously. We believe that this
factor will lead to more front-end, wafer-level testing.
OUR SOLUTIONS
Historically, we have focused our development efforts on designing and producing high quality products that provide superior
performance and cost-effectiveness. We have sought to address each manufacturer's individual needs through innovative and
customized designs, use of the best materials available, quality manufacturing practices and personalized service. We have
designed solutions to overcome the evolving challenges facing the ATE market and other markets that we serve, which we
believe provide the following advantages:
Temperature-Controlled Testing. Our Thermostream(R) products are used by manufacturers in a number of markets to stress
test a variety of semiconductor and electronic components, printed circuit boards and sub-assemblies. Factors motivating
manufacturers to use temperature testing include design characterization, failure analysis and quality control as well as
determining performance under extreme operating temperatures, all of which contribute to manufacturing cost savings. Our
acquisitions of Sigma Systems Corporation ("Sigma"), in October 2008, and Thermonics, Inc. ("Thermonics"), in January
2012, significantly increased our product offerings in the area of temperature-controlled testing and enabled us to begin
serving customers in other markets outside the ATE market. Sigma's thermal platforms and temperature chambers can
accommodate large thermal masses and are found in both laboratory and production environments. Thermonics' products
provide a range of precision temperature forcing systems and have been melded into Temptronic's ATS ThermoStream
product line. The Thermonics brand is now used to market a family of process chillers for test and industrial applications.
Induction Heating. Our acquisition of Ambrell added induction heating capabilities to our product offerings, which can be
used by customers in process applications where precision controlled heating is needed. Customers use our induction heating
products in conjunction with other technologies in various manufacturing environments to improve production
efficiencies. Applications for our EKOHEAT(R) or EASYHEATTM induction heating products include annealing, bonding,
brazing, curing, forging, heat treating, melting, shrink-fitting and testing.
Scalable, Universal, High Performance Interface Technology. Our universal test head manipulators provide a high degree of
positioning flexibility with a minimum amount of effort. As a result, our products can be used in virtually any test setting. Our
manipulator products are designed to accommodate the increased size of test heads. Our docking hardware products offer
precise control over the connection to test sockets, probing assemblies and interface boards, reducing downtime and
minimizing costly damage to fragile components. Our tester interface products optimize the integrity of the signals
transmitted between the test head and the device under test by being virtually transparent to the test signals. This results in
increased accuracy of the test data and may thus enable improved test yields. We believe that these characteristics will gain
even more significance as testing becomes even more demanding.
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Compatibility and Integration. A hallmark of our products has been, and continues to be, compatibility with a wide variety of
ATE. Our manipulator and docking hardware products are all designed to be used with otherwise incompatible ATE. We
believe this integrated approach to ATE facilitates smooth changeover from one tester to another, longer lives for interface
components, better test results, increased ATE utilization and lower overall test costs.
Worldwide Customer Service and Support. We have long recognized the need to maintain a physical presence near our
customers' facilities. As of December 31, 2018, we had domestic manufacturing facilities in California, Massachusetts, New
Jersey and New York and provided service to our customers from sales and service personnel based in the U.S., Europe and
Asia. Our engineers are easily accessible to, and can work directly with, most of our customers from the time we begin
developing our initial proposal, through the delivery, installation and use of the product by our customer. In this way, we are
able to develop and maintain close relationships with our customers.
OUR STRATEGIES
We remain committed to our goals of being recognized in our markets as the designer and manufacturer of the highest quality
and most cost-effective products and becoming the key supplier of all of our customers' product needs. Our strategies to achieve
these goals include the following:
Pursuing Synergistic Acquisitions. A key element of our growth strategy has been to acquire businesses, technologies or
products that are complementary to our current product offerings. Since our initial public offering, we have acquired several
businesses which have enabled us to expand our line of product offerings and have given us the opportunity to market a broader
range of products to our customer base. In particular, the acquisitions of Temptronic in 2000, Sigma in 2008, Thermonics in
2012 and Ambrell in 2017 have provided access to markets that are less sensitive to cyclicality than the semiconductor market.
We seek to make acquisitions that will further expand our product lines as well as increase our exposure to markets outside of
the semiconductor market.
Pursuing Revenue Growth Opportunities Outside the Semiconductor ATE Market. Another element of our growth strategy is to
pursue revenue growth opportunities in markets we have not traditionally served, such as the automotive, consumer electronics,
defense/aerospace, energy, industrial and telecommunications markets. We believe that we may be able to reduce some of the
cyclicality that we have historically experienced by further diversifying our revenue streams outside the semiconductor ATE
market. We see the most potential for this within our Thermal segment. During 2018 and 2017, approximately $33.2 million
(including $19.1 million of net revenues attributable to Ambrell), or 42%, and $29.0 million (including $13.2 million of net
revenues attributable to Ambrell), or 44%, respectively, of our total net revenues were derived from markets outside
semiconductor, as noted above. These revenues were all generated by our Thermal segment. We cannot determine at this time
whether we will be successful in building our sales in these non-traditional markets or what the growth rate of our sales in these
markets will be in future periods.
Providing Technologically Advanced Solutions. We are committed to designing and producing only the highest quality products
which incorporate innovative designs to achieve optimal cost-effectiveness and functionality for each customer's particular
situation. Our engineering and design staff is continually engaged in developing new and improved products and manufacturing
processes.
Leveraging Our Strong Customer Relationships. Our technical personnel work closely with ATE manufacturers to design tester
interface and docking hardware that are compatible with their ATE. As a result, we are often privy to proprietary technical data
and information about these manufacturers' products. We believe that because we do not compete with ATE manufacturers in
the prober, handler and tester markets, we have been able to establish strong collaborative relationships with these
manufacturers that enable us to develop ancillary ATE products on an accelerated basis. Engineering is also at the heart of the
Thermal segment where customers often return to inTEST with their next thermal challenge. We work to cement relationships
with customers that have demanding specifications whether it be thermal testing at temperature extremes for aerospace
application, for example, or delivering precise heating for efficient industrial processes. We believe that with our capabilities to
consistently demonstrate solutions from proof of concept to manufactured products with required specifications, we can
continue to strengthen our customer relationships.
Maintaining Our International Presence. Our existing and potential customers are concentrated in certain regions throughout
the world. We believe that we must maintain a presence in the markets in which our customers operate. We currently have
offices in the U.S., Germany, Singapore, the Netherlands and the U.K.
Controlling Costs. At the same time as we are pursuing growth opportunities, we will seek ways to more aggressively
streamline our cost structure, so that we are positioned to offer products at prices that provide the margin for a reasonable profit
as well as the resources for continual product development.
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OUR SEGMENTS
We have two product segments, Thermal and Electromechanical Semiconductor ("EMS"), which are also our reporting units.
Our Thermal segment consists of (i) inTEST Thermal Solutions (“iTS”) which manufactures and sells products under the
Temptronic, Sigma and Thermonics brand names, and (ii) Ambrell. iTS has operations in Massachusetts, Germany and
Singapore. Ambrell has operations in New York, the Netherlands and the U.K. Customers use the thermal solutions produced
by iTS for product development, characterization and production test applications. Ambrell provides customers with induction
heating system solutions for conditioning, joining, and forming conductive materials in the manufacturing process. Our Thermal
segment provides these solutions across an array of industries including automotive, consumer electronics, defense/aerospace,
energy, industrial, semiconductor and telecommunications markets.
Our EMS segment consists of our manufacturing operations in New Jersey and California. Semiconductor manufacturers use
our EMS solutions in back-end testing where our mechanical and electrical products serve production testing of wafers and
specialized packaged ICs. These ICs include microprocessors, digital signal processing chips, mixed signal devices, MEMS
(Micro-Electro-Mechanical Systems), application specific ICs and specialized memory ICs, and are used primarily in the
automotive, consumer electronics, defense/aerospace, energy, industrial and telecommunications markets. We custom design
most of our products for each customer's particular combination of ATE.
Thermal Products
ThermoStream(R) Products: Our ThermoStream(R) products are used in the semiconductor market as a stand-alone temperature
management tool, or in a variety of electronic test applications as part of our MobileTemp systems. ThermoStream(R) products
provide a source of heated and cooled air which can be directed over the component or device under test. These systems are
capable of controlling temperatures to within +/- 0.1 degree Celsius over a range of -100 degrees Celsius to as high as +300
degrees Celsius within 1.0 degree Celsius of accuracy. As a stand-alone tool, ThermoStreams(R) provide a temperature-
controlled air stream to rapidly change and stabilize the temperature of packaged ICs and other devices.
Our MobileTemp Series combines our ThermoStream(R) products with our family of exclusive, high-speed ThermoChambers to
offer thermal test systems with fast, uniform temperature control in a compact package enabling temperature testing at the test
location. MobileTemp Systems are designed specifically for small thermal-mass applications beyond the semiconductor market
and have found application in the automotive, electronic, fiber optic and oil field service markets testing such things as
electronic sub-assemblies, sensor assemblies, and printed circuit boards.
Traditionally, our customers used ThermoStream(R) products primarily in engineering, quality assurance and small-run
manufacturing environments. However, increasingly, our customers use ThermoStream(R) products in longer-run production
applications. ThermoStream(R) and MobileTemp products range in price from approximately $15,000 to $50,000.
ThermoChambers: Our chamber products are available in a variety of sizes, from small bench-top units to chambers with
internal volumes of twenty-seven cubic feet and greater and with temperature ranges as wide as from -190 degrees Celsius to
+500 degrees Celsius. Chambers can be designed to utilize liquid nitrogen or liquid carbon dioxide cooling or mechanical
refrigeration, and sometimes both. These chambers can accommodate large thermal masses and are found in both laboratory and
production environments. Chambers are priced from $15,000 to $150,000.
Thermal Platforms: Our platforms are available in surface sizes ranging from 7.2 square inches to 616 square inches. They
provide a flat, thermally conductive, precisely temperature controllable surface that is ideal for conditioning of testing devices
with a flat surface. Platforms are available with temperature ranges as broad as -100 degrees Celsius to +250 degrees Celsius.
Thermal platforms can be designed to utilize either liquid nitrogen or liquid carbon dioxide cooling or mechanical refrigeration.
Platforms offer virtually unimpeded access to the device under test and their easy access and compact size makes them ideal for
convenient bench-top use. Platforms are priced from $6,500 to $65,000.
Thermonics(R) Products: Our Thermonics temperature conditioning products provide tempered gas or fluid to enable customers
to maintain desired thermal conditions within their tool or process. Applications include general industrial, chemical processing,
energy, electronics, automotive, defense/aerospace and semiconductor markets. Prices range from $20,000 to greater than
$200,000.
EKOHEAT(R) Products: Our EKOHEAT(R) induction heating systems with power ratings from 10KW to 500KW are
manufactured by Ambrell and are used to conduct fast, efficient, repeatable non-contact heating of metals or other electrically
conductive materials, in order to transform raw materials into finished parts. Prices range from $25,000 to $250,000.
EASYHEAT™ Products: Our compact EASYHEAT™ induction heating systems with power ratings from 1KW to 10KW are
manufactured by Ambrell are used to conduct fast, efficient, repeatable non-contact heating of metals or other electrically
conductive materials, in order to transform raw materials into finished parts. Prices range from $5,000 to $25,000.
Applications for both EKOHEAT(R) and EASYHEAT™ products include annealing, bonding, brazing, curing, forging, heat
treating, melting, shrink-fitting, soldering and testing.
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EMS Products
Manipulator Products. We offer two lines of manipulator products: the in2(R) and the Cobal Series. These free-standing
universal manipulators can hold a variety of test heads and enable an operator to reposition a test head for alternate use with any
one of several probers or handlers on a test floor.
The in2(R) and Cobal Series of manipulator products incorporate our balanced floating-head design. This design permits a test
head weighing up to 1,100 pounds to be held in an effectively weightless state, so it can be moved manually or with optional
powered assistance, up or down, right or left, forward or backward and rotated around each axis (known as six degrees of
motion freedom) by an operator using a modest amount of force. The same design features enable the operator to dock the test
head without causing inadvertent damage to the fragile electrical contacts. As a result, after testing a particular production lot of
ICs, the operator can quickly and easily disconnect a test head that is held in an in2(R) manipulator and equipped with our
docking hardware and dock it to another electronic device handler for testing either a subsequent lot of the same packaged ICs
or to test different ICs. The in2(R) and Cobal Series manipulators range in price from approximately $12,000 to $60,000.
Docking Hardware Products. We offer two lines of docking hardware products: fixed manual docking and Intellidock pin and
cup docking. Both types protect the delicate interface contacts and ensure proper repeatable and precise alignment between the
test head's interface board and the prober's probing assembly or the handler's test socket as they are brought together, or
"docked." Fixed manual docking includes a mechanical cam mechanism to dock and lock the test head to the prober or handler.
Intellidock is an automated docking solution that provides operator feedback for each docking step via a touchscreen display.
Both types eliminate motion of the test head relative to the prober or handler. This minimizes deterioration of the interface
boards, test sockets and probing assemblies which is caused by constant vibration during testing. Our docking hardware
products are used primarily with floating-head universal manipulators when maximum mobility and inter-changeability of
handlers and probers between test heads is required. By using our docking hardware products, semiconductor manufacturers can
achieve cost savings through improved ATE utilization, improved accuracy and integrity of test results, and reduced repairs and
replacements of expensive ATE interface products.
We believe our docking hardware products offer our customers the ability to make various competing brands of test heads
compatible with various brands of probers and handlers by only changing interface boards. This is called "plug-compatibility."
Plug-compatibility enables increased flexibility and utilization of test heads, probers and handlers purchased from various ATE
manufacturers. We believe that because we do not compete with ATE manufacturers in the sale of probers, handlers or testers,
ATE manufacturers are willing to provide us with the information that is integral to the design of plug-compatible products. Our
docking hardware products range in price from approximately $2,000 to $25,000.
Interface Products. Our tester interface products provide the electrical connections between the tester and the wafer prober or IC
handler to carry the electrical signals between the tester and the probe card on the prober or the test socket on the handler. Our
designs optimize the integrity of the transmitted signal. Therefore, our tester interfaces can be used with high speed, high
frequency, digital or mixed signal testers used in testing more complex ICs. Because our tester interface products enable the
tester to provide more reliable yield data, our interfaces may also reduce IC production costs. We design standard and modular
interface products to address most possible tester/prober combinations on the market today. In addition, we provide a custom
design service that will allow any of our customers to use virtually any tester, prober or handler combination with any type of
device, such as analog, digital, mixed signal and radio frequency. For example, our Centaur(R) modular interface is designed to
provide flexibility and scalability through the use of replaceable signal modules which can be easily changed on the test floor as
our customers' testing requirements change. In addition to the Centaur(R) modular interface, we also offer over 200 different
types of tester interface models that we custom designed for our customers' specific applications. These tester interface products
range in price from approximately $7,000 to $110,000.
Financial Information About Product Segments and Geographic Areas
Please see Note 17 of our consolidated financial statements included in Item 8 of this Report on Form 10-K for additional data
regarding net revenues, profit or loss and total assets of each of our segments and revenues attributable to foreign countries.
MARKETING, SALES AND CUSTOMER SUPPORT
We market and sell our products primarily in markets where semiconductors are manufactured. North American and European
semiconductor manufacturers, as well as third-party foundries, test and assembly providers, have located most of their back-end
factories in Southeast Asia. The front-end wafer fabrication plants of U.S. semiconductor manufacturers are primarily in the
U.S. Likewise, European, Taiwanese, South Korean and Japanese semiconductor manufacturers generally have located their
wafer fabrication plants in their respective countries. We have been providing a greater number of engineered solutions to non-
semiconductor markets. These are thermal-based solutions that fall into the categories of test and process, involving automotive,
consumer electronics, defense/aerospace, energy, industrial and telecommunications markets.
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Thermal Products: We market our thermal products brands, Temptronic, Sigma and Thermonics, under the umbrella name of
inTEST Thermal Solutions and sales to ATE manufacturers are handled directly by our own sales force. Sales to semiconductor
manufacturers and customers in other markets in the U.S. are handled through independent sales representative organizations. In
Singapore and Malaysia, our sales and service are handled through our internal sales and service staff. In the rest of Asia, our
sales are handled through distributors. In Europe, sales managers at our office in Germany, as well as regional distributors and
independent sales representatives, sell to semiconductor manufacturers and customers in other markets. We visit our distributors
regularly and have trained them to sell and service our thermal products.
We market our EASYHEATTM and EKOHEAT(R) precision induction heating equipment to manufacturers who require
specialized industrial heating in a wide array of industries including automotive, aerospace and semiconductor and are sold
globally through a combination of regional sales and strategic account managers and independent distributors. In North America
and Europe, direct regional sales managers provide sales coverage augmented by distributors in Mexico and several European
countries. Our strategic account managers cover targeted segments and create and manage relationships with key management
personnel. In Asia, distributors have responsibility for sales and service of our products.
We also provide induction heating product support through our SmartCARE Service offering, which includes equipment repairs
and training, preventative maintenance, enhanced warranties and spare parts. Our field service engineers, located in the U.S. and
Europe, provide service and support globally. Additionally, a number of distributors in North America, Europe and Asia have
factory-trained service technicians.
EMS Products: In North America, we sell to semiconductor manufacturers principally through the use of independent,
commissioned sales representatives. North American sales representatives also coordinate product installation and support with
our technical staff and participate in trade shows.
Our internal sales account managers handle sales to ATE manufacturers and are responsible for a portfolio of customer accounts
and for managing certain independent sales representatives. In addition, our sales account managers are responsible for pricing,
quotations, proposals and transaction negotiations, and they assist with applications engineering and custom product design.
Technical support is provided to North American customers and independent sales representatives by employees based in New
Jersey, California and Texas.
In Europe, we sell to semiconductor and ATE manufacturers through our internal sales staff. Technical support is provided by
our staff in the U.K. In China, Japan, the Philippines, South Korea, and Thailand, we sell through the use of independent sales
representatives who are supervised by our internal sales staff. In Malaysia, Singapore and Taiwan, our sales are handled by our
internal sales staff. International sales representatives are responsible for sales, installation, support and trade show participation
in their geographic market areas. Technical support is provided to Asian customers primarily by employees based in Malaysia,
the Philippines and Taiwan.
CUSTOMERS
We market all of our products to end users, which include semiconductor manufacturers and third-party foundries, test and
assembly providers, as well as to original equipment manufacturers ("OEMs"), which include ATE manufacturers and their
third-party outsource manufacturing partners. In the case of thermal products, we also market our products to independent
testers of semiconductors, manufacturers of automotive, consumer electronics, defense/aerospace, energy, industrial and
telecommunications products, semiconductor research facilities, and manufacturers and manufacturing process integrators for a
variety of industrial process applications. Our customers use our products principally in production testing or
process/manufacturing applications, although our ThermoStream(R) products traditionally have been used largely in engineering
development and quality assurance. We believe that we sell to most of the major semiconductor manufacturers in the world.
During the years ended December 31, 2018 and 2017, Texas Instruments Incorporated accounted for 11% of our consolidated
net revenues. While both of our operating segments sold products to this customer, these revenues were primarily generated by
our EMS segment. During the year ended December 31, 2017, Hakuto Co. Ltd., one of our distributors, accounted for 11% of
our consolidated net revenues. These revenues were generated by our Thermal segment. Our ten largest customers accounted for
approximately 40% and 46% of our consolidated net revenues in 2018 and 2017, respectively. The loss of any one or more of
our largest customers, or a reduction in orders by a major customer, could materially reduce our net revenues or otherwise
materially affect our business, financial condition or results of operations.
Our largest customers in 2018 include:
Semiconductor Manufacturers
Aixtron SE
Analog Devices, Inc.
NXP Semiconductors N.V.
Texas Instruments Incorporated
Other
Foxconn Optical Interconnect Technologies, Inc.
GT Advanced Technologies Incorporated
Hakuto Co. Ltd.
LPE S.p.A
Raytheon Company
Rosendahl Nextrom GmbH
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MANUFACTURING AND SUPPLY
As of December 31, 2018, our principal manufacturing operations consisted of assembly and testing at our facilities in
California, Massachusetts, New Jersey and New York. We assemble most of our products from a combination of standard
components and custom parts that have been fabricated to our specifications by either third-party manufacturers or our own
fabrication operation in New Jersey. Our practice is to use the highest quality raw materials and components in our products.
The primary raw materials used in fabricated parts are all widely available. We purchase substantially all of our components
from multiple suppliers. We purchase certain raw materials and components from single suppliers, however, we believe that all
materials and components are available in adequate amounts from other sources, although from time to time, certain
components may be in short supply because of high demand or the inability of some vendors to consistently meet our quality or
delivery requirements.
We conduct inspections of incoming raw materials, fabricated parts and components using sophisticated measurement
equipment. This includes testing with coordinate measuring machines in all but one of our manufacturing facilities to ensure
that products with critical dimensions meet our specifications. We have designed our inspection standards to comply with
applicable MIL specifications and ANSI standards.
Our Massachusetts facility is ISO 9001:2015 certified. Our New York facility is ISO 9001:2015 certified. Our New Jersey and
California facilities manufacture products only for the semiconductor industry where ISO certification is not required. However,
these locations do employ the practices embodied in the ISO 9001:2008.
ENGINEERING AND PRODUCT DEVELOPMENT
Our success depends on our ability to provide our customers with products and solutions that are well engineered, and to design
those products and solutions before, or at least no later than, our competitors. As of December 31, 2018, we employed a total of
41 engineers, who were engaged in engineering and product development. In addition, when the demands of engineering and
product development projects exceed the capacity or knowledge of our in-house staff, we retain temporary third-party
engineering and product development consultants to assist us. Our practice in many cases is to assign engineers to work with
specific customers, thereby enabling us to develop the relationships and exchange of information that is most conducive to
successful product development and enhancement. In addition, some of our engineers are assigned to new product research and
development and have worked on such projects as the development of new types of universal manipulators, the redesign and
development of new thermal products and the development of high performance interfaces.
Since most of our products are customized, we consider substantially all of our engineering activities to be engineering and
product development. We spent approximately $4.9 million in 2018 and $4.3 million in 2017 on engineering and product
development. Our expenses in 2018 and 2017 include $1.2 million and $650,000, respectively, attributable to Ambrell, which
we acquired in May 2017.
PATENTS AND OTHER PROPRIETARY RIGHTS
Our policy is to protect our technology by filing patent applications for the technologies that we consider important to our
business. We also rely on trademarks, trade secrets, copyrights and unpatented know-how to protect our proprietary rights. It is
our practice to require that all of our employees and third-party product development consultants assign to us all rights to
inventions or other discoveries relating to our business that were made while working for us. In addition, all employees and
third-party product development consultants agree not to disclose any private or confidential information relating to our
technology, trade secrets or intellectual property.
As of December 31, 2018, we held 71 active U.S. patents and had 6 pending U.S. patent applications covering various aspects
of our technology. Our U.S. patents expire at various times beginning in 2019 and extending through 2036. During 2018, 2 U.S.
patents were issued and we had 10 U.S. patents expire. We do not believe that the upcoming expiration of certain of our patents
in 2019 will have a material impact on our business. We also hold foreign patents and file foreign patent applications, in
selected cases corresponding to our U.S. patents and patent applications, to the extent management deems appropriate.
While we believe that our patents and other proprietary rights are important to our business, we also believe that, due to the
rapid pace of technological change in the markets we serve, the successful manufacture and sale of our products also depends
upon our engineering, manufacturing, marketing and servicing skills. In the absence of patent protection, we would be
vulnerable to competitors who attempt to copy or imitate our products or processes. We believe our intellectual property has
value, and we have taken in the past, and will take in the future, actions we deem appropriate to protect such property from
misappropriation. There can be no assurance, however, that such actions will provide meaningful protection from competition.
For additional information regarding risks related to our intellectual property, see the "Risk Factors" section of this Report.
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COMPETITION
We operate in an increasingly competitive environment within both of our product segments. Some of our competitors have
greater financial resources and more extensive design and production capabilities than we do. Certain markets in which we
operate have become more fragmented, with smaller companies entering the market. These new smaller entrants typically have
much lower levels of fixed operating overhead than we do, which enables them to be profitable with lower priced products. In
order to remain competitive with these and other companies, we must be able to continue to commit a significant portion of our
personnel, financial resources, research and development and customer support to developing new products and maintaining
customer relationships worldwide.
Our competitors include independent manufacturers, ATE manufacturers and, to a lesser extent, semiconductor manufacturers'
in-house ATE interface groups. Competitive factors in the markets we serve include price, functionality, timely product
delivery, customer service, applications support, product performance and reliability. We believe that our long-term
relationships with our customers in the various markets we support, and our commitment to, and reputation for, providing high
quality products, are important elements in our ability to compete effectively in all of our markets.
Our principal competitors for Thermostream(R) products are FTS Systems, a part of SP Industries, and MPI Corporation. Our
principal competitors for environmental chambers are Cincinnati Sub-Zero Products, Inc., Espec Corp. and Thermotron
Industries. Our principal competitor for thermal platforms is Environmental Stress Systems Inc. Our principal competitors for
EKOHEAT(R) and EASYHEAT™ products are Inductotherm Corporation, Ajax-Tocco Magneticthermic, EFD Induction
Corporation, Trumpf Huettinger GmbH, and Ceia Loge.
Our principal competitors for manipulator products are Advantest Corporation, Esmo AG, Reid-Ashman Manufacturing and
Teradyne, Inc. Our principal competitors for docking hardware products include Advantest Corporation, Esmo AG, Knight
Automation, Reid-Ashman Manufacturing and Teradyne, Inc. Our principal competitors for tester interface products are
Advantest Corporation, Esmo AG, Reid-Ashman Manufacturing and Teradyne, Inc.
BACKLOG
At December 31, 2018, our backlog of unfilled orders for all products was approximately $13.4 million compared with
approximately $13.7 million at December 31, 2017. At December 31, 2018 and 2017, our backlog included $5.3 million and
$5.5 million, respectively, attributable to Ambrell. Our backlog includes customer orders which we have accepted, substantially
all of which we expect to deliver in 2019. While backlog is calculated on the basis of firm purchase orders, a customer may
cancel an order or accelerate or postpone currently scheduled delivery dates. Our backlog may be affected by the tendency of
customers to rely on shorter lead times available from suppliers, including us, in periods of depressed demand. In periods of
increased demand, there is a tendency towards longer lead times that has the effect of increasing backlog. As a result of these
factors, our backlog at a particular date is not necessarily indicative of sales for any future period.
EMPLOYEES
At December 31, 2018, we had 209 full time employees, including 109 in manufacturing operations, 64 in customer
support/operations and 36 in administration. Substantially all of our key employees are highly skilled and trained technical
personnel. None of our employees are represented by a labor union, and we have never experienced a work stoppage. From time
to time we retain third-party contractors to assist us in manufacturing operations and engineering and product development
projects.
ADDITIONAL INFORMATION
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to
these reports that are filed with the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(“Exchange Act”), are available free of charge through our website (www.intest.com) as soon as reasonably practicable after we
electronically file them with, or furnish them to, the SEC. We also routinely post press releases, presentations, webcasts and
other information regarding the Company on our website. The information posted to our website is not part of this Report.
Item 1A. RISK FACTORS
The following are some of the factors that could materially and adversely affect our future performance or could cause actual
results to differ materially from those expressed or implied in our forward-looking statements. The risks and uncertainties
described below are not the only ones facing us and we cannot predict every event and circumstance that may adversely affect
our business. However, these risks and uncertainties are the most significant factors that we have identified at this time. If one
or more of these risks actually occurs, our business, results of operations and/or financial condition could suffer, and the price of
our stock could be negatively affected.
- 12 -
We seek to acquire additional businesses. If we are unable to do so, our future rate of growth may be reduced or limited.
We may incur significant expenses related to due diligence or other transaction-related expenses for a proposed
acquisition that may not be completed.
A key element of our growth strategy is to acquire businesses, technologies or products that are complementary to our current
product offerings. We seek to make acquisitions that will further expand our product lines as well as reduce our overall reliance
on the ATE market. We may not be able to execute our acquisition strategy if:
● we are unable to identify suitable businesses, technologies or products to acquire;
● we do not have sufficient cash or access to required capital at the necessary time;
● we are unwilling or unable to outbid larger, more resourceful companies; or
● we are unable to successfully close proposed acquisitions.
Our acquisition strategy involves financial and management risks which may adversely affect our results in the future.
If we acquire additional businesses, technologies or products, we will face the following additional risks:
●
future acquisitions could divert management's attention from daily operations or otherwise require additional
management, operational and financial resources;
● we might not be able to integrate future acquisitions into our business successfully or operate acquired businesses
profitably;
● we may realize substantial acquisition related expenses which would reduce our net earnings in future years; and
● our investigation of potential acquisition candidates may not reveal problems and liabilities of the companies that
we acquire.
If any of the events described above occur, our earnings could be reduced. If we issue shares of our stock or other rights to
purchase our stock in connection with any future acquisitions, we would dilute our existing stockholders' interests and our
earnings per share may decrease. If we issue or incur debt in connection with any future acquisitions, lenders may require that
we pledge our assets to secure repayment of such debt and impose covenants on us which could, among other things, restrict our
ability to increase capital expenditures or to acquire additional businesses.
We may attempt to acquire a substantial business that would require us to issue or incur significant debt from third-
parties. If we are unable to secure sufficient financing at terms that are acceptable to us, we may not be able to close the
proposed acquisition. Additionally, should we incur significant debt, we may not be able to achieve compliance with all
covenants related to the debt depending on our financial results in future periods.
In connection with our acquisition strategy, we are pursuing potential acquisition opportunities that may be significant in size
compared to us, which could require us to obtain significant third-party financing to close the proposed transaction. We may
encounter difficulties in securing necessary financing at terms that would be acceptable to us and may not be able to close on
the proposed acquisition. In addition, should we incur significant third-party debt, our future financial results may be negatively
impacted by external factors, such as an economic recession, which may impact our ability to achieve compliance with any
covenants related to the debt as well as make the required payments under the terms of the indebtedness.
We may acquire businesses in the future and utilize an earnout structure as we have done on prior transactions we have
closed. In connection with the earnout, we may be required to accrue significant increases or decreases to the contingent
consideration liability we would establish. These adjustments to the contingent consideration liability could cause our
results of operations to have increased variability, which may negatively impact our stock’s trading price.
We may utilize an earnout structure on future acquisitions. We are required to estimate the fair value of the contingent
consideration associated with any earnout on a quarterly basis and record an adjustment to the contingent consideration liability
in our results of operations for the period concerned. The contingent consideration adjustment we record quarterly may cause
increased variability in our future results of operations, which may cause fluctuations in our stock price.
Our business is subject to intense competition, which has in the past and could in the future, materially adversely affect
our business, financial condition and results of operations.
We face significant competition throughout the world in each of our product segments. Some of our competitors have
substantial financial resources and more extensive design and production capabilities than we do. Some of our competitors are
much smaller than we are, and therefore have much lower levels of overhead than we do, which enables them to sell their
competing products at lower prices. In order to remain competitive, we must be able to continually commit a significant portion
of our personnel and financial resources to developing new products and maintaining customer satisfaction worldwide. We
expect our competitors to continue to improve the performance of their current products and introduce new products or
technologies. Over the last several years, in response to significant declines in global demand for our products, some
competitors have reduced their product pricing significantly, which has led to intensified price based competition, which has
and could continue to materially adversely affect our business, financial condition and results of operations.
- 13 -
Our sales are affected by the cyclicality and seasonality of the semiconductor and ATE markets, which causes our
operating results to fluctuate significantly.
Our business depends in significant part upon the capital expenditures of semiconductor manufacturers. Capital expenditures by
these companies depend upon, among other things, the current and anticipated market demand for semiconductors and the
products that utilize them. Typically, semiconductor manufacturers curtail capital expenditures during periods of economic
downturn. Conversely, semiconductor manufacturers increase capital expenditures when market demand requires the addition
of new or expanded production capabilities or the reconfiguration of existing fabrication facilities to accommodate new
products. In addition to being cyclical, the ATE market has also developed a seasonal pattern in the last several years, with the
second and third quarters being the periods of strong demand and the first and fourth quarters being periods of weakened
demand. We believe this change has been driven by the strong demand for consumer products containing semiconductor
content sold during the year-end holiday shopping season. These market changes and seasonal sales pattern have contributed in
the past, and will likely continue to contribute in the future, to fluctuations in our operating results.
We seek to further diversify the markets for our thermal products in order to increase the proportion of our sales
attributable to markets which are less subject to cyclicality than the semiconductor and ATE markets. If we are unable
to do so, our future performance will remain substantially exposed to the fluctuations of the cyclicality of the
semiconductor and ATE markets.
Since 2009, we have sold our thermal products in markets outside of the semiconductor market, including the automotive,
consumer electronics, defense/aerospace, energy, industrial and telecommunications markets. During 2018 and 2017, our sales
to these non-semiconductor markets were $33.2 million (including $19.1 million of net revenues attributable to Ambrell) and
$29.0 million (including $13.2 million of net revenues attributable to Ambrell), respectively, and represented 42% and 44% of
our consolidated net revenues, respectively. Prior to our acquisition of Ambrell, we offered only highly specialized engineering
solutions in these markets outside the semiconductor market, the demand for which is limited and which we expect may vary
significantly from period to period. Our goal is to increase our sales into these and other non-semiconductor markets; however,
in most cases, the expansion of our thermal product sales into these new markets has occurred in the last several years, and we
may experience difficulty in expanding our sales efforts further into these markets. These difficulties could include hiring sales
and marketing staff with sufficient experience selling into these new markets and our ability to continue to develop products
which meet the needs of customers in these markets and which are not currently offered by our competitors. In addition, due to
the highly specialized nature of certain of our product offerings in these non-semiconductor markets, we do not expect broad
market penetration in many of these markets. If we are unable to expand our sales in non-semiconductor markets, our net
revenues and results of operations will remain substantially dependent upon the cycles of the semiconductor and ATE markets.
Changes in the buying patterns of our customers have affected, and may continue to affect, demand for our products
and our gross and net operating margins. Such changes in patterns are difficult to predict and may not be immediately
apparent.
In addition to the cyclicality and seasonality of the semiconductor and ATE markets, demand for our products and our gross
and net operating margins have also been affected by changes in the buying patterns of our customers. Some of the changes in
customer buying patterns that have impacted us in the past, and may continue to do so in the future, have included customers
placing heightened emphasis on shorter lead times (which places increased demands on our available engineering and
production capacity and may result in increasing unit costs) and ordering in smaller quantities (which prevents us from
acquiring component materials in larger volumes at lower unit costs.) We have also experienced customer supply chain
management groups demanding lower prices and spreading purchases across multiple vendors. We believe some of the changes
in customer buying patterns are the result of changes within the ATE market over the last several years, including, for example,
changing product requirements and longer time periods between new product offerings by OEMs. Such shifts in market
practices have had, and may continue to have, varying degrees of impact on our net revenues and our gross and net operating
margins. Such shifts are difficult to predict and may not be immediately apparent, and the impact of these practices is difficult
to quantify from period to period. There can be no assurance that we will be successful in implementing effective strategies to
counter these shifts.
We generate a large portion of our sales from a small number of customers. If we were to lose one or more of our large
customers, operating results could suffer dramatically.
During the years ended December 31, 2018 and 2017, Texas Instruments Incorporated accounted for 11% of our consolidated
net revenues. While both of our operating segments sold products to this customer, these revenues were primarily generated by
our EMS segment. During the year ended December 31, 2017, Hakuto Co. Ltd., one of our distributors, accounted for 11% of
our consolidated net revenues. These revenues were generated by our Thermal segment. Our ten largest customers accounted
for approximately 40% and 46% of our consolidated net revenues in 2018 and 2017, respectively. The loss of any one or more
of our largest customers, or a reduction in orders by a major customer, could materially reduce our net revenues or otherwise
materially affect our business, financial condition or results of operations.
- 14 -
Our operating results often change significantly from quarter to quarter and may cause fluctuations in our stock price.
Historically, our operating results have fluctuated significantly from quarter to quarter. We believe that these fluctuations occur
primarily due to the cycles of demand in the semiconductor manufacturing industry. In addition to these changing cycles of
demand, other factors that have caused our quarterly operating results to fluctuate in the past, and that may cause fluctuations
and losses in the future, include:
●
changes in demand in the markets we serve outside the ATE market including the automotive, consumer electronics,
defense/aerospace, energy, industrial and telecommunication markets;
the state of the U.S. and global economies;
changes in the buying patterns of our customers;
changes in our market share;
costs related to due diligence and transaction-related expenses for a proposed acquisition that does not get completed;
costs and timing of integration of our acquisitions and plant consolidations and relocations;
the technological obsolescence of our inventories;
●
●
●
●
●
●
● quantities of our inventories greater than is reasonably likely to be utilized in future periods;
fluctuations in the level of product warranty charges;
●
competitive pricing pressures;
●
●
excess manufacturing capacity;
● our ability to control operating costs;
● delays in shipments of our products;
●
●
●
●
● our ability to obtain raw materials or fabricated parts when needed;
●
●
●
● political or economic instability.
the mix of our products sold;
the mix of customers and geographic regions where we sell our products;
changes in the level of our fixed costs;
costs associated with the development of our proprietary technology;
increases in costs of component materials;
cancellation or rescheduling of orders by our customers;
changes in government regulations; and
Because the market price of our common stock has tended to vary based on, and in relation to, changes in our operating results,
fluctuations in the market price of our stock are likely to continue as variations in our quarterly results continue.
A breach of our operational or security systems could negatively affect our business and results of operations.
We rely on various information technology networks and systems, some of which are managed by third parties, to process,
transmit and store electronic information, including confidential data, and to carry out and support a variety of business
activities, including manufacturing, research and development, supply chain management, sales and accounting. A failure in or
a breach of our operational or security systems or infrastructure, or those of our suppliers and other service providers, including
as a result of cyberattacks, could disrupt our business, result in the disclosure or misuse of proprietary or confidential
information, damage our reputation, cause losses and significantly increase our costs. In addition, domestic and international
regulatory agencies have implemented, and are continuing to implement, various reporting and remediation requirements that
companies must comply with upon learning of a breach. While we have insurance that may protect us from incurring some of
these costs, there is no assurance that such insurance coverage is adequate to cover all costs and damages incurred in connection
with a cyberattack.
Our industry is subject to rapid technological change, and our business prospects would be negatively affected if we are
unable to quickly and effectively respond to innovation in the semiconductor and ATE markets.
Semiconductor technology continues to become more complex as manufacturers incorporate ICs into an increasing variety of
products. This trend, and the changes needed in automated testing systems to respond to developments in the semiconductor
market, are likely to continue. We cannot be certain that we will be successful or timely in developing, manufacturing or selling
products that will satisfy customer needs or that will attain market acceptance. Our failure to provide products that effectively
and timely meet customer needs or gain market acceptance will negatively affect our business prospects.
- 15 -
If our suppliers do not meet product or delivery requirements, we could have reduced revenues and earnings.
Certain components may be in short supply from time to time because of high demand or the inability of some vendors to
consistently meet our quality or delivery requirements. A significant portion of our material purchases require some custom
work and there are not always multiple suppliers capable of performing such custom work on a timely or cost effective basis. If
any of our suppliers were to cancel commitments or fail to meet quality or delivery requirements needed to satisfy customer
orders for our products, we could lose time-sensitive customer orders, have reduced revenues and earnings, and be subject to
contractual penalties, any of which could have a material adverse effect on our business, results of operations and financial
condition.
Our business may suffer if we are unable to attract and retain key employees.
The loss of key personnel could adversely affect our ability to manage our business effectively. Our future success will depend
largely upon the continued services of our senior management and other key employees or the development of successors with
commensurate skills and talents. In the past, during periods of weakened demand which has caused us to experience operating
losses, we have implemented temporary salary and benefit reductions and eliminations that have remained in place until our
operations returned to profitability. If global economic conditions were to deteriorate and we were to implement such salary and
benefit reductions or eliminations again, or if we cannot continue to increase employee salaries and maintain employee benefits
commensurate with competitive opportunities, we may not be able to retain our senior management and other key employees.
Our business could suffer if we were to lose one of more of our senior officers or other key employees.
A substantial portion of our customers are located outside the U.S., which exposes us to foreign political and economic
risks.
We have operated internationally for many years and expect to expand our international operations as necessary to continue
expansion of our sales and service to our non-U.S. customers. Our foreign subsidiaries generated 16% and 17% of consolidated
net revenues in 2018 and 2017, respectively. Net revenues from foreign customers totaled $53.0 million, or 68% of consolidated
net revenues in 2018, and $46.6 million, or 70% of consolidated net revenues in 2017. We expect our net revenues from foreign
customers will continue to represent a significant portion of total net revenues. In addition to the risks generally associated with
sales and operations in the U.S., sales to customers outside the U.S. and operations in foreign countries are subject to additional
risks, which may, in the future, affect our operations. These risks include:
the implementation of trade tariffs by the U.S. and other countries that would impact our products;
●
● political and economic instability in foreign countries;
●
●
●
the imposition of financial and operational controls and regulatory restrictions by foreign governments;
the need to comply with a wide variety of U.S. and foreign import and export laws;
local business and cultural factors that differ from our normal standards and practices, including business practices
that we are prohibited from engaging in by the Foreign Corrupt Practices Act and other anti-corruption laws and
regulations;
trade restrictions;
changes in taxes;
longer payment cycles;
fluctuations in currency exchange rates; and
the greater difficulty of administering business abroad.
●
●
●
●
●
A significant portion of our cash position is maintained overseas and we may not be able to repatriate cash from
overseas when necessary which could have an adverse effect on our financial condition.
While much of our cash is in the U.S., a significant portion is generated from and maintained by our foreign operations. As of
December 31, 2018, $3.9 million, or 22%, of our cash and cash equivalents was held by our foreign subsidiaries. Our financial
condition and results of operations could be adversely impacted if we are unable to maintain a sufficient level of cash flow in
the U.S. to address our cash requirements and we are unable to efficiently and timely repatriate cash from overseas. Any
payment of distributions, loans or advances to us by our foreign subsidiaries could be subject to restrictions on, or taxation of,
dividends or repatriation of earnings under applicable local law, monetary transfer restrictions and foreign currency exchange
regulations in the jurisdictions in which our subsidiaries operate. If we are unable to repatriate the earnings of our subsidiaries, it
could have an adverse impact on our ability to redeploy earnings in other jurisdictions where they could be used more
profitably.
We have experienced and may continue to experience significant variability in our effective tax rates and may have
exposure to additional tax liabilities and costs.
We are subject to paying income taxes in the U.S. and various other countries in which we operate. Our effective tax rate is
dependent on where our earnings are generated and the tax regulations and the interpretation and judgment of administrative tax
or revenue entities in the U.S. and other countries. We are also subject to tax audits in the countries where we operate. Any
material assessment resulting from an audit from an administrative tax or revenue entity could negatively affect our financial
results.
- 16 -
Claims of intellectual property infringement by or against us could seriously harm our businesses.
From time to time, we may be forced to respond to or prosecute intellectual property infringement claims to defend or protect
our rights or a customer's rights. These claims, regardless of merit, may consume valuable management time, result in costly
litigation or cause product shipment delays. Any of these factors could seriously harm our business and operating results. We
may have to enter into royalty or licensing agreements with third parties who claim infringement. These royalty or licensing
agreements, if available, may be costly to us. If we are unable to enter into royalty or licensing agreements with satisfactory
terms, our business could suffer. In instances where we have had reason to believe that we may be infringing the patent rights
of others, or that someone may be infringing our patent rights, we have asked our patent counsel to evaluate the validity of the
patents in question, as well as the potentially infringing conduct. If we become involved in a dispute, neither the third parties
nor the courts are bound by our counsel's conclusions.
Item 1B. UNRESOLVED STAFF COMMENTS
None.
Item 2. PROPERTIES
At December 31, 2018, we leased 8 facilities worldwide. The following chart provides information regarding each of our
principal facilities that we leased at December 31, 2018:
Location
Mansfield, MA
Lease
Expiration
August 2021
Approx.
Square
Footage
52,700
Mt. Laurel, NJ
Fremont, CA
Rochester, NY
April 2021
October 2020
April 2028
54,897
15,746
79,150
Principal Uses
Corporate headquarters and Thermal segment operations (principal
facility for iTS)
Principal executive offices and EMS segment operations
EMS segment operations
Thermal segment operations (principal facility for Ambrell)
All of our facilities have space to accommodate our needs for the foreseeable future.
Item 3. LEGAL PROCEEDINGS
From time to time we may be a party to legal proceedings occurring in the ordinary course of business. We are not currently
involved in any material legal proceedings.
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
* * * * * * * * * * * * * * * * * * * * * * * *
- 17 -
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Market for Common Stock
Our common stock is traded on NYSE American LLC (“NYSE American”) under the symbol "INTT." On March 15, 2019, the
closing price for our common stock as reported on the NYSE American was $7.50. As of March 15, 2019, we had 10,570,258
shares outstanding that were held by approximately 1,000 beneficial and record holders.
No dividends were paid on our common stock in the years ended December 31, 2018 or 2017. We do not currently plan to pay
cash dividends in the foreseeable future. Our current policy is to use any future earnings for reinvestment in the operation and
expansion of our business, including possible acquisitions of other businesses, technologies or products. Payment of any future
dividends will be at the discretion of our Board of Directors.
Purchases of Equity Securities
On October 27, 2015, our Board of Directors authorized the repurchase, from time to time, of up to $5.0 million of our
common stock on the open market, in compliance with Rule 10b-18 under the Exchange Act, or in privately negotiated
transactions (the "2015 Repurchase Plan"). Repurchases may also be made under trading plans entered into with RW Baird &
Co. (each a "10b5-1 Plan"), which permit shares to be repurchased when we might otherwise be precluded from doing so under
insider trading laws. The 2015 Repurchase Plan does not obligate us to repurchase any particular amount of common stock and
may be suspended or discontinued at any time without prior notice. The 2015 Repurchase Plan is funded using our operating
cash flow or available cash. The timing, price and amount of any shares repurchased under the 2015 Repurchase Plan is
determined by our management, based on our evaluation of market conditions and other factors. To date, all purchases have
been made in accordance with 10b5-1 Plans which provided for purchases to be made so long as the price did not exceed a
maximum price. Management is considering new parameters for future purchases and may enter into a new 10b5-1 Plan at
some point under those new parameters. As of December 31, 2018, all of the Company’s 10b5-1 Plans entered into in
connection with the 2015 Repurchase Plan had expired.
There were no shares of our common stock repurchased by us or on our behalf during 2018. During 2017, we repurchased
13,883 shares under the 2015 Repurchase Plan at a cost of $62,000. As of December 31, 2018, we had repurchased a total of
297,020 shares at a cost of $1.2 million under the 2015 Repurchase Plan. All of the repurchased shares were retired.
Item 6. SELECTED FINANCIAL DATA
The following table contains certain selected consolidated financial data of inTEST and is qualified by the more detailed
Consolidated Financial Statements and Notes thereto included elsewhere in this Report and should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of Operations" and the other financial information
included in this Annual Report on Form 10-K. On May 24, 2017, we completed the acquisition of Ambrell. This acquisition is
discussed in further detail in Note 3 to our Consolidated Financial Statements, including a discussion of the adjustments to our
liability for contingent consideration in 2018 and 2017 which are detailed below.
2018
2017
Years Ended December 31,
2016
(in thousands, except per share data)
2015
2014
Condensed Consolidated Statement of Operations Data:
Net revenues
Gross margin
Adjustment to contingent consideration liability
Operating income
Net earnings
Net earnings per common share:
$ 78,563 $ 66,801 $ 40,227 $ 38,889 $ 41,796
39,401 34,690 20,378 18,698 20,462
-
4,916
3,439
-
4,146
2,658
6,901
5,180
3,037
6,976
3,611
975
-
2,562
1,861
Basic
Diluted
Weighted average common shares outstanding:
Basic
Diluted
$
$
0.29 $
0.29 $
0.09 $
0.09 $
0.26 $
0.26 $
0.18 $
0.18 $
0.33
0.33
10,348 10,285 10,314 10,473 10,432
10,382 10,339 10,333 10,494 10,466
2018
2017
As of December 31,
2016
(in thousands)
2015
2014
Condensed Consolidated Balance Sheet Data:
Cash and cash equivalents
Working capital
Total assets
Long-term obligations
Total stockholders' equity
$ 17,861 $ 13,290 $ 28,611 $ 25,710 $
14,203 16,580 32,950 30,205
67,187 62,493 42,844 39,984
-
42,880 39,288 37,788 35,925
8,786
2,889
-
23,126
28,032
38,738
-
34,368
- 18 -
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Overview
This MD&A should be read in conjunction with the accompanying consolidated financial statements.
Our business and results of operations are substantially dependent upon the demand for ATE by semiconductor manufacturers
and companies that specialize in the testing of ICs. Demand for ATE is driven by semiconductor manufacturers that are
opening new, or expanding existing, semiconductor fabrication facilities or upgrading equipment, which in turn is dependent
upon the current and anticipated market demand for semiconductors and products incorporating semiconductors. Such market
demand can be the result of market expansion, development of new technologies or redesigned products to incorporate new
features, or the replacement of aging equipment. In addition, we continue to focus on design improvements and new
approaches for our own products which contribute to our net revenues as our customers adopt these new products. As further
discussed below, on May 24, 2017, we acquired Ambrell, which has historically sold its products almost exclusively to
customers in the industrial market, which is a non-semiconductor market. The acquisition of Ambrell has reduced our
dependence on customers in the semiconductor market and increased our orders and net revenues from markets outside the
semiconductor market. We expect that our future orders and net revenues will be approximately equally split between the
semiconductor and non-semiconductor markets.
In the past, the semiconductor market has been highly cyclical with recurring periods of oversupply, which often have a
severe impact on the semiconductor market's demand for ATE, including the products we manufacture. This cyclicality can
cause wide fluctuations in both our orders and net revenues and, depending on our ability to react quickly to these shifts in
demand, can significantly impact our results of operations. Semiconductor and ATE market cycles are difficult to predict and
because the market cycles are generally characterized by sequential periods of growth or declines in orders and net revenues
during each cycle, year over year comparisons of operating results may not always be as meaningful as comparisons of
periods at similar points in either up or down cycles. In addition, during both downward and upward cycles in our market, in
any given quarter, the trend in both our orders and net revenues can be erratic. This can occur, for example, when orders are
canceled or currently scheduled delivery dates are accelerated or postponed by a significant customer or when customer
forecasts and general business conditions fluctuate during a quarter.
In addition to being cyclical, the ATE market has also developed a seasonal pattern, with the second and third quarters being
the periods of strong demand and the first and fourth quarters being periods of weakened demand. We believe this change has
been driven by the strong demand for consumer products containing semiconductor content sold during the year-end holiday
shopping season.
Third-party market share statistics are not available for the products we manufacture and sell into the ATE market; therefore,
comparisons of period over period changes in our market share are not easily determined. As a result, it is difficult to
ascertain if ATE market volatility in any period is the result of macro-economic or customer-specific factors impacting ATE
market demand, or if we have gained or lost market share to a competitor during the period.
As part of our ongoing strategy to reduce the impact of semiconductor and ATE market volatility on our business
operations, we continue to diversify our served markets to address the thermal test requirements of several other markets
outside the semiconductor market. These include the automotive, consumer electronics, consumer product packaging,
defense/aerospace, energy, fiber optics, industrial, telecommunications and other markets. We believe that these markets
usually are less cyclical than the semiconductor and ATE markets. While market share statistics exist for some of the
markets we serve outside the semiconductor market, due to the nature of our highly specialized product offerings in these
non-semiconductor markets, we do not expect broad market penetration in many of these markets and, therefore, do not
anticipate developing meaningful market shares in these non-semiconductor markets. In addition, our orders and net
revenues in any given period in these markets do not necessarily reflect the overall trends in these non-semiconductor
markets due to our limited market shares. Consequently, we are continuing to evaluate buying patterns and opportunities for
growth in these non-semiconductor markets that may affect our performance. The level of our orders and net revenues from
these non-semiconductor markets has varied in the past, and we expect will vary significantly in the future, as we work to
build our presence in these markets and establish new markets for our products.
- 19 -
While the majority of our orders and net revenues are derived from the ATE market, our operating results do not always follow
the overall trend in the ATE market in any given period. We believe that these anomalies may be driven by a variety of factors
within the ATE market, including, for example, changing product requirements, longer time periods between new product
offerings by OEMs and changes in customer buying patterns. In addition, in recent periods we have seen instances where demand
for ATE is not consistent for each of our product segments or for any given product within a particular product segment. This
inconsistency in demand for ATE can be driven by a number of factors, but in most cases, we have found that the primary reason
is unique customer-specific changes in demand for certain products driven by the needs of their customers or markets served.
These shifts in market practices and customer-specific needs have had, and may continue to have, varying levels of impact on our
operating results and are difficult to quantify or predict from period to period. Management has taken, and will continue to take,
such actions it deems appropriate to adjust our strategies, products and operations to counter such shifts in market practices as
they become evident
Acquisition
As previously mentioned, on May 24, 2017, we completed the acquisition of Ambrell by acquiring all of its outstanding capital
stock. Ambrell is a manufacturer of precision induction heating systems used to conduct fast, efficient, repeatable non-contact
heating of metals or other electrically conductive materials, in order to transform raw materials into finished parts. The Ambrell
acquisition complements our current thermal technologies and broadens our diverse customer base, allowing expansion within
many non-semiconductor related markets, such as consumer product packaging, fiber-optics, automotive and other markets. This
acquisition has been accounted for as a business combination using purchase accounting. The purchase price for Ambrell was
$22 million in cash paid at closing, subject to a customary post-closing working capital adjustment, and additional contingent
consideration of up to $18 million in the form of earnouts paid based upon a multiple of adjusted EBITDA for 2017 and 2018.
The first earnout paid after calendar year 2017 was completed was an amount equal to 8x Ambrell's adjusted EBITDA for 2017
minus the $22 million paid at closing; this amount was $5.8 million and was paid in April 2018. The second earnout, which we
expect to pay in April 2019, will be an amount equal to 8x Ambrell's adjusted EBITDA for 2018 minus the sum of the $22
million paid at closing and $5.8 million earnout paid with respect to 2017. As of December 31, 2018, we had accrued $12.2
million in earnout payable based on Ambrell’s actual adjusted EBITDA for 2018. For further discussion of the acquisition, see
Notes 3 and 4 to our consolidated financial statements.
Orders and Backlog
The following table sets forth, for the periods indicated, a breakdown of the orders received by product segment and market (in
thousands).
Orders:
Thermal
EMS
Semiconductor market
Non-semiconductor market
Years Ended
December 31,
Change
2018
2017
$
%
$
$
$
$
55,110 $
23,124
78,234 $
45,954 $
32,280
78,234 $
43,953 $
25,058
69,011 $
39,214 $
29,797
69,011 $
11,157
(1,934)
9,223
6,740
2,483
9,223
25 %
(8 )%
13 %
17 %
8 %
13 %
Total consolidated orders for the year ended December 31, 2018 were $78.2 million compared to $69.0 million for the same
period in 2017. During the year ended December 31, 2018, we recorded $26.3 million in orders attributable to Ambrell, of which
$18.1 million were attributable to the industrial market, which is a non-semiconductor market. During the year ended December
31, 2017, we recorded $14.9 million in orders attributable to Ambrell, of which $13.8 million were attributable to the industrial
market, which is a non-semiconductor market. When adjusted to eliminate the impact of orders attributable to Ambrell, our
consolidated orders for the year ended December 31, 2018 would have been $51.9 million and would have decreased $2.2
million, or 4%, as compared to the same period in 2017. The decrease primarily reflects lower levels of demand experienced by
our EMS segment from its customers within the ATE market.
When adjusted to eliminate the orders attributable to Ambrell, orders from customers in non-semiconductor markets for the year
ended December 31, 2018 were $14.2 million, or 27% of total consolidated orders, compared to $16.0 million, or 30% of total
consolidated orders for the same period in 2017. The reduction in demand was primarily from certain customers in the
telecommunications market, which was partially offset by an increase from customers in the industrial market. The level of our
orders in these non-semiconductor markets has varied in the past, and we expect it will vary significantly in the future as we
build our presence in these markets and establish new markets for our products.
At December 31, 2018, our backlog of unfilled orders for all products was approximately $13.4 million compared with
approximately $13.7 million at December 31, 2017. At December 31, 2018 and 2017, our backlog included $5.3 million and $5.5
million, respectively, attributable to Ambrell. Our backlog includes customer orders which we have accepted, substantially all of
which we expect to deliver in 2019. While backlog is calculated on the basis of firm purchase orders, a customer may cancel an
- 20 -
order or accelerate or postpone currently scheduled delivery dates. Our backlog may be affected by the tendency of customers to
rely on short lead times available from suppliers, including us, in periods of depressed demand. In periods of increased demand,
there is a tendency towards longer lead times that has the effect of increasing backlog. As a result, our backlog at a particular date
is not necessarily indicative of sales for any future period.
Net Revenues
The following table sets forth, for the periods indicated, a breakdown of the net revenues by product segment and market (in
thousands).
Net revenues:
Thermal
EMS
Semiconductor market
Non-semiconductor market
Years Ended
December 31,
Change
2018
2017
$
%
$
$
$
$
55,994 $
22,569
78,563 $
45,378 $
33,185
78,563 $
42,233 $
24,568
66,801 $
37,763 $
29,038
66,801 $
13,761
(1,999 )
11,762
7,615
4,147
11,762
33 %
(8 )%
18 %
20 %
14 %
18 %
Total consolidated net revenues for the year ended December 31, 2018 were $78.6 million compared to $66.8 million for the
same period in 2017. During the year ended December 31, 2018, we recorded $26.4 million in net revenues attributable to
Ambrell, of which $19.1 million were attributable to the industrial market, which is a non-semiconductor market. During the
year ended December 31, 2017, we recorded $13.6 million in net revenues attributable to Ambrell, of which $13.2 million were
attributable to the industrial market, which is a non-semiconductor market. When adjusted to eliminate the impact of the net
revenues attributable to Ambrell, our net revenues for the year ended December 31, 2018, would have been $52.1 million and
would have decreased $1.1 million or 2% as compared to the same period in 2017. The decrease in net revenues primarily
reflects the aforementioned reduction in demand experienced by our EMS segment from its customers in the ATE market.
When adjusted to eliminate the net revenues attributable to Ambrell, net revenues from customers in non-semiconductor
markets for the year ended December 31, 2018 were $14.0 million, or 27% of total consolidated net revenues, compared to
$15.8 million, or 30% of total consolidated net revenues for the same period in 2017. The decrease in net revenues was
primarily from customers in the telecommunications markets which was partially offset by increases from customers in the
defense/aerospace and industrial markets. The level of our net revenues in these non-semiconductor markets has varied in the
past, and we expect it will vary significantly in the future as we build our presence in these markets and establish new markets
for our products.
Product/Customer Mix
Both of our product segments each have multiple products that we design, manufacture and market to our customers. Due to a
number of factors, our products have varying levels of gross margin. The mix of products we sell in any period is ultimately
determined by our customers' needs. Therefore, the mix of products sold in any given period can change significantly from the
prior period. As a result, our consolidated gross margin can be significantly impacted in any given period by a change in the mix
of products sold in that period.
We sell most of our products to semiconductor manufacturers and third-party test and assembly houses (end user sales) and to
ATE manufacturers (OEM sales) who ultimately resell our equipment with theirs to both semiconductor manufacturers and
third-party test and assembly houses. Our Thermal segment also sells into a variety of other markets, including the automotive,
consumer electronics, defense/aerospace, energy, industrial and telecommunications markets. As a result of the acquisition of
Ambrell, we now also sell into the consumer products packaging, fiber optics and other markets within the broader industrial
market. The mix of customers during any given period will affect our gross margin due to differing sales discounts and
commissions. For the years ended December 31, 2018 and 2017, our OEM sales as a percentage of net revenues were 13% and
9%, respectively.
OEM sales generally have a lower gross margin than end user sales, as OEM sales historically have had a more significant
discount. Our current net operating margins on most OEM sales, however, are only slightly less than margins on end user sales
because of the payment of third party sales commissions on most end user sales. We have also continued to experience demands
from our OEM customers' supply chain managers to reduce our sales prices to them. If we cannot further reduce our
manufacturing and operating costs, these pricing pressures will negatively affect our gross and operating margins.
- 21 -
Results of Operations
The results of operations for our two product segments are generally affected by the same factors described in the Overview
section above. Separate discussions and analyses for each product segment would be repetitive. The discussion and analysis that
follows, therefore, is presented on a consolidated basis and includes discussion of factors unique to each product segment where
significant to an understanding of that segment.
Year Ended December 31, 2018 Compared to Year Ended December 31, 2017
Net Revenues. Net revenues were $78.6 million for the year ended December 31, 2018 compared to $66.8 million for the same
period in 2017, an increase of $11.8 million or 18%. For the years ended December 31, 2018 and 2017, our net revenues
included $26.4 million and $13.6 million, respectively, of net revenues attributable to the aforementioned acquisition of
Ambrell on May 24, 2017. When adjusted to eliminate the impact of the acquisition of Ambrell, our net revenues for the year
ended December 31, 2018 would have decreased $1.1 million or 2% as compared to the same period in 2017. We believe this
decrease reflects the factors previously discussed in the Overview.
Gross Margin. Gross margin was 50% for the year ended December 31, 2018 compared to 52% for the same period in 2017.
Our fixed operating costs increased $2.4 million in 2018 as compared to 2017. When adjusted to eliminate the impact of the
costs attributable to Ambrell in both 2018 and 2017, our fixed operating costs would have increased $457,000 for the year
ended December 31, 2018 as compared to the same period in 2017. The $457,000 increase in our fixed operating costs primarily
reflects higher salary and benefits expense for our Thermal segment as a result of increased production activity.
Selling Expense. Selling expense was $9.6 million for the year ended December 31, 2018 compared to $8.1 million for the same
period in 2017, an increase of $1.5 million or 19%. When adjusted to eliminate the impact of the costs attributable to Ambrell in
both 2018 and 2017, our selling expense would have decreased $226,000 for the year ended December 31, 2018 as compared to
the same period in 2017. The $226,000 decrease primarily reflects lower levels of salary and benefits expense for our Thermal
segment, a reduction in commission expense, reflecting changes in product mix as well as the lower net revenues of our EMS
segment, and a decrease in travel costs for our Thermal segment. These decreases were partially offset by an increase in
warranty expense for our Thermal segment.
Engineering and Product Development Expense. Engineering and product development expense was $4.9 million for the year
ended December 31, 2018 compared to $4.3 million for the same period in 2017, an increase of $607,000, or 14%. When
adjusted to eliminate the impact of the costs attributable to Ambrell in both 2018 and 2017, our engineering and product
development expense would have increased $15,000 for the year ended December 31, 2018 as compared to the same period in
2017. Increases in spending on legal matters related to our intellectual property were partially offset by decreased spending on
materials used in new product development, primarily for our Thermal segment, and lower salary and benefits expense for our
EMS product segment.
General and Administrative Expense. General and administrative expense was $12.8 million for the year ended December 31,
2018 compared to $11.7 million for the same period in 2017, an increase of $1.1 million, or 10%. Our expense for 2017
included $935,000 of transaction costs related to the acquisition of Ambrell. When adjusted to eliminate the impact of the
acquisition costs as well as the general and administrative costs attributable to Ambrell in both 2018 and 2017, our general and
administrative expense would have increased $1.1 million for the year ended December 31, 2018 as compared to the same
period in 2017. This increase reflects higher levels of salary and benefits expense, as a result of increases in corporate
headcount, along with increases in fees for third party professionals who assist us with a variety of compliance matters. These
increases were partially offset by a reduction in bonuses for senior management.
Contingent Consideration Liability. During the years ended December 31, 2018 and 2017, we recorded increases of $6.9 million
and $7.0 million, respectively, in the fair value of our liability for contingent consideration. This liability is a result of the
aforementioned acquisition of Ambrell in May 2017 and is discussed further in Notes 3 and 4 to our consolidated financial
statements. The increases reflect higher actual adjusted EBITDA for the years ended December 31, 2017 and 2018 as compared
to the amounts projected as of the acquisition date.
Income Tax Expense. For the year ended December 31, 2018, we recorded income tax expense of $2.0 million compared to $2.9
million for the same period in 2017. Our effective tax rate was 40% for 2018 compared to 75% for 2017. On a quarterly basis,
we record income tax expense or benefit based on the expected annualized effective tax rate for the various taxing jurisdictions
in which we operate our businesses. Our effective tax rates for both 2018 and 2017 reflect the impact of the aforementioned
adjustment to our liability for contingent consideration which is not deductible for tax purposes. In addition, our effective tax
rates for 2018 and 2017 reflect the impact of tax legislation enacted in December 2017 which, among other things, reduced the
corporate tax rate to 21% starting in 2018 and created a territorial tax system with a one-time mandatory transition tax on
previously deferred earnings of foreign subsidiaries. In connection with this new tax legislation, we recorded a provisional
amount during the fourth quarter of 2017 related to the transition tax. During the second quarter of 2018, as a result of the
finalization of our analysis of the impact of the new tax legislation, we determined we did not owe this amount and reversed the
$476,000 accrual that had been made in the fourth quarter of 2017.
- 22 -
Liquidity and Capital Resources
As discussed more fully in the Overview, our business and results of operations are substantially dependent upon the demand
for ATE by semiconductor manufacturers and companies that specialize in the testing of ICs. The cyclical and volatile nature of
demand for ATE makes estimates of future revenues, results of operations and net cash flows difficult.
Our primary historical source of liquidity and capital resources has been cash flow generated by our operations and we manage
our businesses to maximize operating cash flows as our primary source of liquidity. We use cash to fund growth in our
operating assets, for new product research and development, for acquisitions and for stock repurchases.
Liquidity
Our cash and cash equivalents and working capital were as follows (in thousands):
Cash and cash equivalents
Working capital
December 31,
2018
2017
$
$
17,861 $
14,203 $
13,290
16,580
As of December 31, 2018, $3.9 million of our cash and cash equivalents was held by our foreign subsidiaries. We currently
expect our cash and cash equivalents and projected future cash flow to be sufficient to support our short term working capital
requirements, the 2018 earnout payable payment for Ambrell and other corporate requirements. However, we may need
additional financial resources, which could include debt or equity financings, to consummate a significant acquisition if the
consideration in such a transaction would require us to utilize a substantial portion of, or an amount equal to or in excess of, our
available cash. We do not currently have any credit facilities under which we can borrow to help fund our working capital or
other requirements.
Cash Flows
Operating Activities. Net cash provided by operations for the year ended December 31, 2018 was $11.0 million. During 2018,
we recorded net earnings of $3.0 million which included non-cash charges of $6.9 million for an increase in the fair value of our
contingent consideration liability related to the acquisition of Ambrell, $1.9 million for depreciation and amortization, $653,000
for amortization of deferred compensation expense related to stock-based awards, and $285,000 as a provision for excess and
obsolete inventory. Approximately $1.0 million of our amortization expense was related to the intangible assets acquired as part
of the acquisition of Ambrell in May 2017, which is discussed further in the Overview and Note 3 to our consolidated financial
statements. Accounts receivable decreased $1.4 million during 2018, reflecting decreased net revenue levels for our EMS
segment during the second half of 2018, while inventory increased $1.8 million, primarily reflecting increased order activity for
our Thermal segment during 2018.
Investing Activities. In April 2018, we paid $5.8 million which was the final amount due for the 2017 earnout related to the
acquisition of Ambrell, as discussed further in the Overview and Note 3 to our consolidated financial statements. Of this
amount, $4.1 million had been accrued at the time of the acquisition as a part of the purchase price for Ambrell, and,
accordingly, is included in investing activities on our consolidated statement of cash flows for the year ended December 31,
2018. The balance of the payment is included in operating activities. During 2018, purchases of property and equipment were
$2.2 million, primarily reflecting the leasehold improvements for our new facility in Rochester New York, which was occupied
by Ambrell in the second quarter of 2018. We have no other significant commitments for capital expenditures for 2019;
however, depending upon changes in market demand or manufacturing and sales strategies, we may make such purchases or
investments as we deem necessary and appropriate.
New or Recently Adopted Accounting Standards
See Note 2 to the consolidated financial statements for information concerning the implementation and impact of new or
recently adopted accounting standards.
Critical Accounting Policies and Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United
States of America requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues,
expenses and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including
those related to inventories, long-lived assets, goodwill, identifiable intangibles, contingent consideration liabilities and deferred
income tax valuation allowances. We base our estimates on historical experience and on appropriate and customary assumptions
that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the
carrying values of assets and liabilities that are not readily apparent from other sources. Some of these accounting estimates and
assumptions are particularly sensitive because of their significance to our consolidated financial statements and because of the
possibility that future events affecting them may differ markedly from what had been assumed when the financial statements
were prepared.
- 23 -
Inventory Valuation
Inventories are valued at cost on a first-in, first-out basis, not in excess of market value. On a quarterly basis, we review our
inventories and record excess and obsolete inventory charges based upon our established objective excess and obsolete
inventory criteria. These criteria identify material that has not been used in a work order during the prior twelve months and the
quantity of material on hand that is greater than the average annual usage of that material over the prior three years. In certain
cases, additional excess and obsolete inventory charges are recorded based upon current market conditions, anticipated product
life cycles, new product introductions and expected future use of the inventory. The excess and obsolete inventory charges we
record establish a new cost basis for the related inventories. During 2018 and 2017, we recorded inventory obsolescence charges
for excess and obsolete inventory of $285,000 and $251,000, respectively.
Goodwill, Intangible and Long-Lived Assets
We account for goodwill and intangible assets in accordance with Accounting Standards Codification ("ASC") 350 (Intangibles-
Goodwill and Other). Finite-lived intangible assets are amortized over their estimated useful economic life and are carried at
cost less accumulated amortization. Goodwill is assessed for impairment at least annually in the fourth quarter, on a reporting
unit basis, or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. As a
part of the goodwill impairment assessment, we have the option to perform a qualitative assessment to determine whether it is
more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If, as a result of our qualitative
assessment, we determine this is the case, we are required to perform a goodwill impairment test to identify potential goodwill
impairment and measure the amount of goodwill impairment loss to be recognized. The test is discussed below. 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 amounts, the goodwill impairment test is not required.
The quantitative goodwill impairment test, used to identify both the existence of impairment and the amount of impairment loss,
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 shall 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 a combination of the income
approach, which estimates the fair value of our reporting units based upon a discounted cash flow approach, and the market
approach which estimates the fair value of our reporting units based upon comparable market multiples. This fair value is then
reconciled to our market capitalization at year end with an appropriate control premium. The determination of the fair value of
our reporting units requires management to make significant estimates and assumptions including the selection of appropriate
peer group companies, control premiums, discount rate, terminal growth rates, forecasts of revenue and expense growth rates,
income tax rates, changes in working capital, depreciation, amortization and capital expenditures. Changes in assumptions
concerning future financial results or other underlying assumptions could have a significant impact on either the fair value of the
reporting unit or the amount of the goodwill impairment charge. At each of December 31, 2018 and 2017, goodwill was $13.7
million. We did not record any impairment charges related to our goodwill during 2018 or 2017.
Indefinite-lived intangible assets are assessed for impairment at least annually in the fourth quarter, or more frequently if events
or changes in circumstances indicate that the asset might be impaired. As a part of the impairment assessment, we have the
option to perform a qualitative assessment to determine whether it is more likely than not that an indefinite-lived intangible
asset is impaired. If, as a result of our qualitative assessment, we determine that it is more-likely-than-not that the fair value of
the indefinite-lived intangible asset is less than its carrying amount, the quantitative impairment test is required; otherwise, no
further testing is required. The quantitative impairment test consists of a comparison of the fair value of the intangible asset with
its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, an impairment loss is recognized in an
amount equal to that excess. At each of December 31, 2018 and 2017, our indefinite-lived intangible assets were trademarks
carried at $6.7 million. We did not record any impairment charges related to our indefinite-lived intangible assets during 2018
or 2017.
Long-lived assets, which consist of finite-lived intangible assets and property and equipment, are assessed for impairment
whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully
recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of
the estimated undiscounted cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to
its estimated fair value. The cash flow estimates used to determine the impairment, if any, contain management's best estimates
using appropriate assumptions and projections at that time. At December 31, 2018 and 2017, finite-lived intangibles and long-
lived assets were $10.9 million and $10.8 million, respectively. We did not record any impairment charges related to our long-
lived assets during 2018 or 2017.
- 24 -
Contingent Consideration Liability
The contingent consideration liability on our balance sheet is accounted for in accordance with the guidance in 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 liability is 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.
Our contingent consideration liability is a result of our acquisition of Ambrell on May 24, 2017, and it represents the
estimated fair value of the additional cash consideration payable that is contingent upon the achievement of certain financial
results by Ambrell in 2018, as discussed more fully in Note 3. The fair value of this Level 3 instrument involves generating
various scenarios for projected adjusted EBITDA over a specified time period, calculating the associated contingent
consideration payments and discounting the average payments to present value. During the second half of 2017, we recorded
a $7.0 million increase in the fair value of our contingent consideration liability. This increase primarily reflected higher
actual adjusted EBITDA for the year ended December 31, 2017 as a result of significantly higher than expected levels of net
revenues and EBITDA in the fourth quarter of 2017, and an increase in the projected adjusted EBITDA for the year ended
December 31, 2018, also as a result of forecasts for net revenues in 2018 which exceed the amounts projected as of the
acquisition date. As of December 31, 2017, the contingent consideration liability on our balance sheet for the 2018 earnout
was $5.7 million. During 2018, we recorded an additional $6.9 million increase in the fair value of the contingent
consideration liability. As of December 31, 2018, we transferred the contingent consideration liability to earnout payable.
The earnout payable recorded at December 31, 2018 was $12.2 million which was based on the actual adjusted EBITDA for
Ambrell for 2018.
Income Taxes
Deferred tax assets are analyzed to determine if there will be sufficient taxable income in the future in order to realize such
assets. We assess all of the positive and negative evidence concerning the realizability of the deferred tax assets, including
our historical results of operations for the recent past and our projections of future results of operations, in which we make
subjective determinations of future events. If, after assessing all of the evidence, both positive and negative, a determination
is made that the realizability of the deferred tax assets is not more likely than not, we establish a deferred tax valuation
allowance for all or a portion of the deferred tax assets depending upon the specific facts. If any of the significant
assumptions were changed, materially different results could occur, which could significantly change the amount of the
deferred tax valuation allowance established. As of December 31, 2018 and 2017, we had a net deferred tax liability of $2.7
million and $2.6 million, respectively. Our deferred tax valuation allowance at December 31, 2018 and 2017 was $241,000
and $370,000, respectively.
Off -Balance Sheet Arrangements
There were no off-balance sheet arrangements during the year ended December 31, 2018 that have or are reasonably likely to
have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is material to our interests.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
This disclosure is not required for a smaller reporting company.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated financial statements are set forth in this Report beginning at page F-1 and are incorporated by reference into
this Item 8.
- 25 -
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
Item 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Exchange Act. Because
there are inherent limitations in all control systems, a control system, no matter how well conceived and operated, can provide
only reasonable, as opposed to absolute, assurance that the objectives of the control system are met. These inherent limitations
include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or
mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people,
or by management override of the control. Further, the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their costs. Our management, including the Chief
Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), does not expect that our disclosure controls and procedures or
our internal control over financial reporting will prevent all error and all fraud. Because of the inherent limitations in a cost-
effective control system, misstatements due to error or fraud may occur and not be detected. Accordingly, our management has
designed the disclosure controls and procedures to provide reasonable assurance that the objectives of the control system were
met.
CEO/CFO Conclusions about the Effectiveness of the Disclosure Controls and Procedures. As required by Rule 13a-15(b)
of the Exchange Act, inTEST management, including our CEO and CFO, conducted an evaluation as of the end of the period
covered by this Report, of the effectiveness of our disclosure controls and procedures. Based on that evaluation, our CEO and
CFO concluded that, as of the end of the period covered by this Report, our disclosure controls and procedures were effective at
the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
During the period covered by this Report, there has been no change in our internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this Report that has
materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal
control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or
under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors,
management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that:
1. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of our assets;
2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in
accordance with authorizations of our management and directors; and
3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of
our assets that could have a material effect on the financial statements.
Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2018. In making
this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) on Internal Control-Integrated 2013 Framework. Based upon this assessment, management believes that,
as of December 31, 2018, our internal control over financial reporting is effective at a reasonable assurance level.
This annual report does not include an attestation report of our independent registered public accounting firm regarding
internal control over financial reporting, as such an attestation is not required pursuant to rules of the SEC applicable to smaller
reporting companies.
- 26 -
Item 9B. OTHER INFORMATION
None.
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item is incorporated by reference from our definitive proxy statement for our 2018 Annual
Meeting of Stockholders to be filed with the SEC on or before April 30, 2019, or, if our proxy statement is not filed on or
before April 30, 2019, will be filed by that date by an amendment to this Form 10-K.
Item 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference from our definitive proxy statement for our 2019 Annual
Meeting of Stockholders to be filed with the SEC on or before April 30, 2019, or, if our proxy statement is not filed on or
before April 30, 2019, will be filed by that date by an amendment to this Form 10-K.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by Item 201(d) of Regulation S-K is set forth below. The remainder of the information required by
this Item 12 is incorporated by reference from our definitive proxy statement for our 2019 Annual Meeting of Stockholders
to be filed with the SEC on or before April 30, 2019, or, if our proxy statement is not filed on or before April 30, 2019, will
be filed by that date by an amendment to this Form 10-K.
The following table shows the number of securities that may be issued pursuant to our equity compensation plans (including
individual compensation arrangements) as of December 31, 2018:
Equity Compensation Plan Information
Plan Category
Equity compensation plans approved by security holders
Equity compensation plans not approved by security holders
Total
264,400 $
-
264,400 $
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights(1)
Weighted-average
exercise price of
outstanding
options,
warrants and rights
Number of securities
remaining available
for future issuance
under equity
compensation plans(2)
561,600
-
561,600
7.54
-
7.54
(1) The securities that may be issued are shares of inTEST common stock, issuable upon exercise of outstanding stock
options.
(2) The securities that remain available for future issuance are issuable pursuant to the Amended and Restated 2014
Stock Plan.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item is incorporated by reference from our definitive proxy statement for our 2019
Annual Meeting of Stockholders to be filed with the SEC on or before April 30, 2019, or, if our proxy statement is not
filed on or before April 30, 2019, will be filed by that date by an amendment to this Form 10-K.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this Item is incorporated by reference from our definitive proxy statement for our 2019
Annual Meeting of Stockholders to be filed with the SEC on or before April 30, 2019, or, if our proxy statement is not
filed on or before April 30, 2019, will be filed by that date by an amendment to this Form 10-K.
- 27 -
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The documents filed as part of this Annual Report on Form 10-K are:
(i) Our consolidated financial statements and notes thereto as well as the applicable report of our independent
registered public accounting firm are included in Part II, Item 8 of this Annual Report on Form 10-K.
(ii) The following financial statement schedule should be read in conjunction with the consolidated financial
statements set forth in Part II, Item 8 of this Annual Report on Form 10-K:
Schedule II -- Valuation and Qualifying Accounts
(iii) The exhibits required by Item 601 of Regulation S-K are included under Item 15(b) of this Annual Report on
Form 10-K.
(b) Exhibits required by Item 601 of Regulation S-K:
A list of the Exhibits which are required by Item 601 of Regulation S-K and filed with this Report is set forth in the
Exhibit Index immediately preceding the signature page, which Exhibit Index is incorporated herein by reference.
Item 16. FORM 10-K SUMMARY
None.
- 28 -
Index to Exhibits (A)
Exhibit
Number Description of Exhibit
2.1
Stock Purchase Agreement among Ambrell Holdings, LLC, Ambrell Corporation, Graycliff Private Equity Partners III
3.1
3.2
10.1
10.2
LP, Hudson River Co-Investment Fund II LP and inTEST Corporation dated as of May 24, 2017 (1)
Certificate of Incorporation. (2)
Bylaws as amended and restated on April 23, 2018. (3)
Lease Agreement between Exeter 804 East Gate, LLC and the Company dated May 10, 2010. (4)
Lease Agreement between AMB-SGP Seattle/Boston, LLC and Temptronic Corporation (a subsidiary of the
Company), dated October 25, 2010. (5)
10.3
Lease Agreement between Columbia California Warm Springs Industrial, LLC and inTEST Silicon Valley Corporation
dated January 9, 2012. (6)
10.4
First Amendment to Lease Agreement between Columbia California Warm Springs Industrial, LLC and inTEST
Silicon Valley Corporation dated November 18, 2016. (7)
10.5
Guaranty Agreements between Columbia California Warm Springs Industrial, LLC and inTEST Corporation dated
January 9, 2012. (6)
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
Lease Agreement between Maguire Family Properties, Inc. and Ambrell Corporation dated December 19, 2017 (8)
Guaranty of Lease between Maguire Family Properties, Inc. and Ambrell Corporation dated December 19, 2017 (8)
Form of Indemnification Agreement (9)(*)
Amended and Restated inTEST Corporation 2014 Stock Plan (10)(*)
inTEST Corporation 2007 Stock Plan. (11)(*)
Form of Restricted Stock Award Agreement. (12)(*)
Form of Non-Qualified Stock Option Agreement. (12)(*)
Form of Incentive Stock Option Agreement. (12)(*)
Change of Control Agreement dated August 27, 2007 between the Company and Hugh T. Regan, Jr. (13)(*)
Change of Control Agreement dated May 5, 2008 between the Company and James Pelrin. (14)(*)
Amendment to Change of Control Agreement dated December 31, 2008 between the Company and Hugh T. Regan, Jr.
(15)(*)
10.17
Amendment to Change of Control Agreement dated December 31, 2008 between the Company and James Pelrin.
(15)(*)
Compensatory Arrangements of Executive Officers and Directors. (*)(16)
10.18
Code of Ethics. (17)
14
Subsidiaries of the Company.
21
Consent of RSM US LLP.
23
Certification of Chief Executive Officer pursuant to Rule 13a-14(a).
31.1
Certification of Chief Financial Officer pursuant to Rule 13a-14(a).
31.2
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
101.INS
XBRL Taxonomy Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
- 29 -
Index to Exhibits (A)
(Continued)
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Previously filed by the Company as an exhibit to the Company’s Current Report on Form 8-K dated May 24, 2017, File
No. 001-36117, filed May 24, 2017, and incorporated herein by reference.
Previously filed by the Company as an exhibit to the Company's Registration Statement on Form S-1, File No. 333-26457
filed May 2, 1997, and incorporated herein by reference.
Previously filed by the Company as an exhibit to the Company's Current Report on Form 8-K dated April 23, 2018, File
No. 001-36117, filed April 25, 2018, and incorporated herein by reference.
Previously filed by the Company as an exhibit to the Company's Current Report on Form 8-K dated May 10, 2010, File No.
000-22529, filed May 13, 2010, and incorporated herein by reference.
Previously filed by the Company as an exhibit to the Company's Current Report on Form 8-K dated October 27, 2010, File
No. 000-22529, filed October 29, 2010, and incorporated herein by reference.
Previously filed by the Company as an exhibit to the Company's Form 10-Q for the quarter ended March 31, 2012, File No.
000-22529, filed May 15, 2012, and incorporated herein by reference.
Previously filed by the Company as an exhibit to the Company's Current Report on Form 8-K dated November 18, 2016,
File No. 001-36117, filed November 22, 2016, and incorporated herein by reference.
Previously filed by the Company as an exhibit to the Company’s Current Report on Form 8-K dated December 19, 2017,
File No. 001-36117, filed December 22, 2017, and incorporated herein by reference.
Previously filed by the Company as an exhibit to the Company’s Current Report on Form 8-K dated October 2, 2017, File
No. 001-36117, filed October 6, 2017, and incorporated herein by reference.
(10) Previously filed by the Company as an exhibit to the Company’s Current Report on Form 8-K dated June 27, 2018, File
No. 001-36117, filed July 2, 2018.
(11) Previously filed by the Company as an exhibit to the Company’s Form 10-K for the year ended December 31, 2017, File
No. 001-36117, filed March 28, 2017.
(12) Previously filed by the Company as an exhibit to the Company's Form 10-Q for the quarter ended March 31, 2016, File No.
001-36117, filed May 13, 2016, and incorporated herein by reference.
(13) Previously filed by the Company as an exhibit to the Company's Form 10-K for the year ended December 31, 2007, File
No. 000-22529, filed March 31, 2008, and incorporated herein by reference.
(14) Previously filed by the Company as an exhibit to the Company's Form 10-Q for the quarter ended June 30, 2008, File No.
000-22529, filed August 14, 2008, and incorporated herein by reference.
(15) Previously filed by the Company as an exhibit to the Company's Form 10-Q for the quarter ended June 30, 2009, File No.
000-22529, filed August 14, 2009, and incorporated herein by reference.
(16) Portions of this exhibit were previously filed on the Company's Current Report on Form 8-K dated March 11, 2019, File
No. 001-36117, filed March 15, 2019, and incorporated herein by reference.
(17) Previously filed by the Company as an exhibit to the Company's Form 10-Q for the quarter ended June 30, 2016, File No.
(*)
001-36117, filed August 12, 2016, and incorporated herein by reference.
Indicates a management contract or compensatory plan, contract or arrangement in which a director or executive officers
participate.
(A) Copies of the exhibits which were filed with the SEC are not included in this Annual Report to Stockholders but may be
obtained electronically through our website at www.intest.com or through the SEC’s website at www.sec.gov.
- 30 -
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
inTEST Corporation
By: /s/ James Pelrin
James Pelrin
President and Chief Executive Officer
March 26, 2019
Pursuant to the requirements of Securities Exchange Act of 1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.
/s/ James Pelrin
James Pelrin, President,
Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Hugh T. Regan, Jr.
Hugh T. Regan, Jr., Treasurer, Chief
Financial Officer and Secretary
(Principal Financial Officer)
/s/ Robert E. Matthiessen
Robert E. Matthiessen, Chairman
/s/ Steven J. Abrams
Steven J. Abrams, Esq., Director
/s/ Joseph W. Dews IV
Joseph W. Dews IV, Director
/s/ William Kraut
William Kraut, Director
March 26, 2019
March 26, 2019
March 26, 2019
March 26, 2019
March 26, 2019
March 26, 2019
- 31 -
inTEST CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULE
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets as of December 31, 2018 and 2017
Consolidated Statements of Operations for the years ended December 31, 2018 and 2017
Consolidated Statements of Comprehensive Earnings for the years ended December 31, 2018 and 2017
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2018 and 2017
Consolidated Statements of Cash Flows for the years ended December 31, 2018 and 2017
Notes to Consolidated Financial Statements
FINANCIAL STATEMENT SCHEDULE
Schedule II - Valuation and Qualifying Accounts
Page
F - 1
F - 2
F - 3
F - 4
F - 5
F -6
F - 7
F - 26
- 32 -
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of inTEST Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of inTEST Corporation and its subsidiaries (the Company) as of
December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive earnings, stockholders' equity and
cash flows for the years then ended, and the related notes to the consolidated financial statements and schedule (collectively, the
financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the
Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for the years then ended, in
conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in
accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for
the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly,
we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ RSM US LLP
We have served as the Company's auditor since 2008.
Blue Bell, Pennsylvania
March 26, 2019
F - 1
inTEST CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
ASSETS
Current assets:
Cash and cash equivalents
Trade accounts receivable, net of allowance for doubtful accounts of $233 and $213,
$
17,861 $
13,290
December 31,
2018
2017
respectively
Inventories
Prepaid expenses and other current assets
Total current assets
Property and equipment:
Machinery and equipment
Leasehold improvements
Gross property and equipment
Less: accumulated depreciation
Net property and equipment
Goodwill
Intangible assets, net
Restricted certificates of deposit
Other assets
Total assets
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable
Accrued wages and benefits
Customer deposits and deferred revenue
Domestic and foreign income taxes payable
Earnout payable
Other current liabilities
Total current liabilities
Contingent liability for repayment of state and local grant funds received
Federal transition tax payable, net of current portion
Deferred tax liabilities
Contingent consideration liability, net of current portion
Total liabilities
Commitments and Contingencies (Notes 11 and 13)
Stockholders' equity:
Preferred stock, $0.01 par value; 5,000,000 shares authorized; no shares issued or
outstanding
Common stock, $0.01 par value; 20,000,000 shares authorized; 10,523,035 and 10,427,435
shares issued, respectively
Additional paid-in capital
Retained earnings
Accumulated other comprehensive earnings
Treasury stock, at cost; 33,077 shares
Total stockholders' equity
Total liabilities and stockholders' equity
10,563
6,520
677
35,621
5,166
2,341
7,507
(4,790 )
2,717
13,738
14,911
175
25
67,187 $
1,787 $
2,921
1,258
700
12,167
2,585
21,418
200
-
2,689
-
24,307
12,166
4,966
577
30,999
5,033
822
5,855
(4,314 )
1,541
13,738
16,014
175
26
62,493
2,032
2,781
886
1,199
5,355
2,166
14,419
-
436
2,606
5,744
23,205
-
-
105
26,513
15,683
783
(204 )
42,880
67,187 $
104
25,860
12,646
882
(204 )
39,288
62,493
$
$
$
See accompanying Notes to Consolidated Financial Statements.
F - 2
inTEST CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
Net revenues
Cost of revenues
Gross margin
Operating expenses:
Selling expense
Engineering and product development expense
General and administrative expense
Adjustment to contingent consideration liability
Total operating expenses
Operating income
Other income (expense)
Earnings before income tax expense
Income tax expense
Net earnings
Net earnings per common share – basic
Years Ended
December 31,
2018
2017
78,563 $
39,162
39,401
9,611
4,908
12,801
6,901
34,221
5,180
(137 )
5,043
2,006
3,037 $
0.29 $
66,801
32,111
34,690
8,108
4,301
11,694
6,976
31,079
3,611
227
3,838
2,863
975
0.09
$
$
$
Weighted average common shares outstanding – basic
10,347,947
10,284,572
Net earnings per common share – diluted
$
0.29 $
0.09
Weighted average common shares and common share equivalents outstanding – diluted
10,382,194
10,339,313
See accompanying Notes to Consolidated Financial Statements.
F - 3
inTEST CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(In thousands)
Net earnings
Foreign currency translation adjustments
Comprehensive earnings
Years Ended December 31,
2018
2017
$
3,037 $
(99 )
975
243
$
2,938 $
1,218
See accompanying Notes to Consolidated Financial Statements
F - 4
inTEST CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except share data)
Accumulated
Additional
Other
Paid-In Retained Comprehensive Treasury Stockholders'
Total
Amount Capital Earnings Earnings
Stock
Equity
Common Stock
Shares
Balance, January 1, 2017
10,394,018
104
25,578 11,671
639
(204)
37,788
Net earnings
Other comprehensive earnings
Amortization of deferred compensation
related to stock-based awards
Issuance of unvested shares of
restricted stock
Forfeiture of unvested shares of
restricted stock
Repurchase and retirement of common
stock
-
-
-
66,000
(18,700 )
(13,883 )
-
-
-
-
-
-
-
-
975
-
-
-
-
344
-
-
(62 )
-
243
-
-
-
-
-
-
-
-
975
243
344
-
-
(62 )
Balance, December 31, 2017
10,427,435 $
104 $
25,860 $ 12,646 $
882 $
(204) $
39,288
Net earnings
Other comprehensive loss
Amortization of deferred compensation
related to stock-based awards
Issuance of unvested shares of
restricted stock
-
-
-
-
-
-
-
-
3,037
-
654
-
-
95,600
1
(1 )
-
(99 )
-
-
-
-
-
-
3,037
(99 )
654
-
Balance, December 31, 2018
10,523,035 $
105 $
26,513 $ 15,683 $
783 $
(204) $
42,880
See accompanying Notes to Consolidated Financial Statements
F - 5
inTEST CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization
Payment of earnout for 2017 related to Ambrell acquisition
Adjustment to earnout payable
Adjustment to contingent consideration liability
Provision for excess and obsolete inventory
Foreign exchange (gain) loss
Amortization of deferred compensation related to stock-based awards
Proceeds from sale of demonstration equipment, net of gain
Loss on disposal of property and equipment
Deferred income tax expense (benefit)
Changes in assets and liabilities:
Trade accounts receivable
Inventories
Prepaid expenses and other current assets
Other assets
Accounts payable
Accrued wages and benefits
Customer deposits and deferred revenue
Domestic and foreign income taxes payable
Other current liabilities
Contingent liability for repayment of state and local grant funds received
Federal transition tax payable
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of business, net of cash acquired
Payment of earnout for 2017 related to Ambrell acquisition
Purchase of property and equipment
Proceeds from sale of property and equipment
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Repurchases of common stock
Net cash used in financing activities
Effects of exchange rates on cash
Net cash provided by (used in) all activities
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Cash payments for:
Domestic and foreign income taxes
Details of acquisition:
Fair value of assets acquired, net of cash
Liabilities assumed
Goodwill resulting from acquisition
Contingent consideration
Net cash paid for acquisition
Years Ended
December 31,
2018
2017
$
3,037 $
975
1,871
(1,710)
12,645
(5,744)
285
165
653
186
61
83
1,414
(1,847)
(102)
1
(245)
143
376
(495)
419
200
(436)
10,960
-
(4,123)
(2,212)
-
(6,335)
1,779
-
5,355
1,621
251
(146)
344
152
-
(1,630)
(2,983)
388
(31)
2
(756)
512
55
586
332
-
436
7,242
(21,962)
-
(745)
36
(22,671)
-
-
(62)
(62)
(54)
4,571
13,290
17,861 $
170
(15,321)
28,611
13,290
$
$
2,855 $
3,467
$
$
22,652
(8,599)
12,032
(4,123)
21,962
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
$
Issuance of unvested shares of restricted stock
Forfeiture of unvested shares of restricted stock
788 $
-
432
(104)
See accompanying Notes to Consolidated Financial Statements.
F - 6
inTEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
(1) NATURE OF OPERATIONS
We are an independent designer, manufacturer and marketer of thermal management products and semiconductor automated
test equipment (“ATE”) interface solutions. Our products are used by semiconductor manufacturers to perform development,
qualifying and final testing of integrated circuits (“ICs”) and wafers, and for other electronic testing across a range of industries
including the automotive, defense/aerospace, energy, industrial and telecommunications markets. We also offer induction
heating products for joining and forming metals in a variety of industrial markets, including automotive, aerospace, machinery,
wire & fasteners, medical, semiconductor, food & beverage, and packaging. We manufacture our products in the U.S.
Marketing and support activities are conducted worldwide from our facilities in the U.S., Germany, Singapore, the Netherlands
and the U.K. The consolidated entity is comprised of inTEST Corporation and our wholly owned subsidiaries. We have two
reportable segments, which are also our reporting units, Thermal Products ("Thermal") and Electromechanical Semiconductor
Products ("EMS").
On May 24, 2017, we completed the acquisition of Ambrell Corporation ("Ambrell"). The acquisition was completed by
acquiring all of the outstanding capital stock of Ambrell. Ambrell is a manufacturer of precision induction heating systems,
which are used to conduct fast, efficient, repeatable non-contact heating of metals or other electrically conductive materials, in
order to transform raw materials into finished parts. The Ambrell acquisition complements our current thermal technologies and
broadens our diverse customer base, allowing expansion within many non-semiconductor related markets, such as consumer
product packaging, fiber-optics, automotive and other markets. Ambrell's operations are included in our Thermal segment.
Ambrell manufactures its products in the U.S. and conducts marketing and support activities from its facilities in the U.S., the
Netherlands and the U.K. This acquisition is discussed further in Note 3.
The ATE market in which we operate is characterized by rapid technological change, competitive pricing pressures and cyclical
as well as seasonal market patterns. This market is subject to significant economic downturns at various times. Our financial
results are affected by a wide variety of factors, including, but not limited to, general economic conditions worldwide and in the
markets in which we operate, economic conditions specific to the ATE market and the other markets we serve, our ability to
safeguard patented technology and intellectual property in a rapidly evolving market, downward pricing pressures from
customers, and our reliance on a relatively few number of customers for a significant portion of our sales. In addition, we are
exposed to the risk of obsolescence of our inventory depending on the mix of future business and technological changes within
the markets that we serve. We also continue to implement an acquisition strategy that may cause us to incur substantial expense
in reviewing and evaluating potential transactions. We may or may not be successful in locating suitable businesses to acquire.
In addition, we may not be able to successfully integrate any business we do acquire with our existing business and we may not
be able to operate the acquired business profitably. As a result of these or other factors, we may experience significant period-
to-period fluctuations in future operating results.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Use of Estimates
The accompanying consolidated financial statements include our accounts and those of our wholly-owned subsidiaries. All
significant intercompany accounts and transactions have been eliminated upon consolidation. The preparation of financial
statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP")
requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates. Certain of our accounts, including inventories, long-lived
assets, goodwill, identifiable intangibles, contingent consideration and deferred tax assets and liabilities including related
valuation allowances, are particularly impacted by estimates.
Reclassification
Certain prior year amounts have been reclassified to be comparable with the current year's presentation.
Cash and Cash Equivalents
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 market 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.
F - 7
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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 off-balance sheet credit exposure related to our
customers. We recorded bad debt expense of $20 and $68 for the years ended December 31, 2018 and 2017, respectively. Cash
flows from accounts receivable are recorded in operating cash flows.
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.
Fair Value of Financial Instruments
Our financial instruments include accounts receivable, accounts payable and our liability for contingent consideration. Our
accounts receivable and accounts payable are carried at cost which approximates fair value, due to the short maturities of the
accounts. Our liability for contingent consideration is 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 liability is 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 liability for
contingent consideration.
Revenue Recognition
As discussed further under “Effect of Recently Adopted Amendments to Authoritative Accounting Guidance” below, effective
January 1, 2018, we recognize revenue in accordance with the guidance in ASC 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 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 net 30 or net 60 day payment terms. 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 sell thermal management products and semiconductor ATE interface solutions. Our thermal management products include
ThermoStreams, ThermoChambers and process chillers, which we sell under our Temptronic, Sigma and Thermonics product
lines, and Ambrell’s precision induction heating systems, including EkoHeat and EasyHeat products. Our semiconductor ATE
F - 8
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
interface solutions include manipulators, docking hardware and electrical interface products. We provide post-warranty service
for the equipment we sell. We sell semiconductor ATE interface solutions and certain thermal management products to the
ATE market, which provides automated test equipment to the semiconductor market. We also sell our thermal management
products to markets outside the semiconductor market which include the automotive, defense/aerospace, industrial,
telecommunications and other 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 an established percentage 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. In
very limited cases, we offer customers an option to separately purchase an extended warranty for certain of our 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.
Refer to Notes 6 and 17 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. These criteria identify material that has not
been used in a work order during the prior twelve months and the quantity of material on hand that is greater than the average
annual usage of that material over the prior three years. In certain cases, additional excess and obsolete inventory charges are
recorded based upon current market conditions, anticipated product life cycles, new product introductions and expected future
use of the inventory. The excess and obsolete inventory charges we record establish a new cost basis for the related inventories.
We incurred excess and obsolete inventory charges of $285 and $251 for the years ended December 31, 2018 and 2017,
respectively.
F - 9
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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 further discussed below 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 $768 and $618 for the years ended December
31, 2018 and 2017, respectively.
Contingent Liability for Repayment of State and Local Grant Funds Received
In connection with Ambrell’s new facility in Rochester, New York, which we occupied in May 2018, we entered into
agreements with the city of Rochester and the state of New York under which we expect to receive grants totaling $550 to help
offset a portion of the cost of the leasehold improvements we have made to this facility. In exchange for the funds granted to us
under these agreements, we are required to create and maintain specified levels of employment in this location through various
dates ending in 2023. If we fail to meet these employment targets, we will be required to repay a proportionate share of the
funds received. As of December 31, 2018, we have received $200 in grant funds. We expect to receive the balance of the grant
funds during 2019. We have recorded the amounts received under these agreements as a contingent liability on our balance
sheet. As time passes, portions of the funds received will no longer be subject to repayment if we have met the employment
requirements of the agreements. Amounts which we are irrevocably entitled to keep will be reclassified to deferred revenue and
amortized to income on a straightline basis over the remaining lease term for the Rochester facility.
Goodwill, Intangible and Long-Lived Assets
We account for goodwill and intangible assets in accordance with ASC 350 (Intangibles - Goodwill and Other). Finite-lived
intangible assets are amortized over their estimated useful economic life and are carried at cost less accumulated amortization.
Goodwill is assessed for impairment annually in the fourth quarter on a reporting unit basis, or more frequently when events
and circumstances occur indicating that the recorded goodwill may be impaired. As a part of the goodwill impairment
assessment, we have the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair
value of a reporting unit is less than its carrying amount. If, as a result of our qualitative assessment, we determine this is the
case, we are required to perform a goodwill impairment test to identify potential goodwill impairment and measure the amount
of goodwill impairment loss to be recognized. The impairment test is discussed below. 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
amounts, the goodwill impairment test is not required.
In January 2017, the FASB issued amendments to the guidance on accounting for goodwill impairment. The amendments
simplify the accounting for goodwill impairment by removing step two of the goodwill impairment test, which required a
hypothetical purchase price allocation. Under the amendments, a goodwill impairment will now be the amount by which a
reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The amendments are to be
applied prospectively and are effective for us as of January 1, 2020, with early application permitted beginning January 1, 2017.
We implemented this guidance effective with our impairment assessment that was performed in the fourth quarter of 2018. The
implementation of these amendments did not have any impact on our consolidated financial statements.
As previously mentioned, if we determine it is more-likely-than-not that the fair value of a reporting unit is less than its
carrying amount as a result of our qualitative assessment, we will perform a quantitative goodwill impairment test. The
quantitative goodwill impairment test, used to identify both the existence of impairment and the amount of impairment loss,
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 shall 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 a combination of the income
approach, which estimates the fair value of our reporting units based upon a discounted cash flow approach, and the market
approach which estimates the fair value of our reporting units based upon comparable market multiples. This fair value is then
reconciled to our market capitalization at year end with an appropriate control premium. The determination of the fair value of
our reporting units requires management to make significant estimates and assumptions including the selection of appropriate
peer group companies, control premiums, discount rate, terminal growth rates, forecasts of revenue and expense growth rates,
income tax rates, changes in working capital, depreciation, amortization and capital expenditures. Changes in assumptions
concerning future financial results or other underlying assumptions could have a significant impact on either the fair value of
the reporting unit or the amount of the goodwill impairment charge.
F - 10
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Indefinite-lived intangible assets are assessed for impairment annually in the fourth quarter, or more frequently if events or
changes in circumstances indicate that the asset might be impaired. As a part of the impairment assessment, we have the option
to perform a qualitative assessment to determine whether it is more likely than not that an indefinite-lived intangible asset is
impaired. If, as a result of our qualitative assessment, we determine that it is more-likely-than-not that the fair value of the
indefinite-lived intangible asset is less than its carrying amount, the quantitative impairment test is required; otherwise, no
further testing is required. The quantitative impairment test consists of a comparison of the fair value of the intangible asset
with its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, an impairment loss is recognized
in an amount equal to that excess.
Long-lived assets, which consist of finite-lived intangible assets and property and equipment, are assessed for impairment
whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully
recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of
the estimated undiscounted cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to
its estimated fair value. The cash flow estimates used to determine the impairment, if any, contain management's best estimates
using appropriate assumptions and projections at that time.
Stock-Based Compensation
We account for stock-based compensation in accordance with ASC Topic 718 (Compensation - Stock Compensation) which
requires that employee share-based equity awards be accounted for under the fair value method and requires the use of an
option pricing model for estimating fair value of stock options, which is then amortized to expense over the service periods. See
further disclosures related to our stock-based compensation plans in Note 14.
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, 2018.
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, 2018 and 2017, foreign currency transaction gains (losses) were $(165) and $146,
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.
On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (the “Tax Act”). This
legislation made significant changes in the U.S. tax laws including reducing the corporate tax rate to 21% and creating a
territorial tax system with a one-time mandatory transition tax payable on previously unremitted earnings of foreign
subsidiaries, among other things. See Note 12 for additional information regarding income taxes.
F - 11
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Net Earnings Per Common Share
Net earnings per common share - basic is computed by dividing net earnings by the weighted average number of common
shares outstanding during each period. Net earnings per common share - diluted is computed by dividing net earnings by the
weighted average number of common shares and common share equivalents outstanding during each period. Common share
equivalents represent unvested shares of restricted stock and stock options and are calculated using the treasury stock method.
Common share equivalents are excluded from the calculation if their effect is anti-dilutive.
The table below sets forth, for the periods indicated, a reconciliation of weighted average common shares outstanding - basic to
weighted average common shares and common share equivalents outstanding - diluted and the average number of potentially
dilutive securities that were excluded from the calculation of diluted earnings per share because their effect was anti-dilutive:
Weighted average common shares outstanding–basic
Potentially dilutive securities:
Unvested shares of restricted stock and employee stock options
Weighted average common shares and common share equivalents outstanding–diluted
Average number of potentially dilutive securities excluded from calculation
Effect of Recently Adopted Amendments to Authoritative Accounting Guidance
Years Ended December 31,
2017
2018
10,284,572
10,347,947
34,247
10,382,194
216,420
54,741
10,339,313
77,047
In May 2017, the FASB issued amendments to the guidance on accounting for a change to the terms or conditions
(modification) of a share-based payment award. The amendments provide that an entity should account for the effects of a
modification unless the fair value and vesting conditions of the modified award and the classification of the modified award
(equity or liability instrument) are the same as the original award immediately before the modification. The amendments were
effective for us as of January 1, 2018. The amendments will be applied prospectively to an award modified on or after the
adoption date. The implementation of these amendments did not have any impact on our consolidated financial statements.
In January 2017, the FASB issued amendments to the guidance on accounting for goodwill impairment. As previously
discussed, the amendments simplify the accounting for goodwill impairment by removing step two of the goodwill impairment
test, which required a hypothetical purchase price allocation. As permitted, we applied this new guidance for our goodwill
impairment assessment completed during the fourth quarter of 2018. The implementation of these amendments did not have
any impact on our consolidated financial statements.
In January 2017, the FASB issued amendments to clarify the current guidance on the definition of a business. The objective of
the amendments is to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals)
of assets or businesses. The amendments were effective for us as of January 1, 2018. The implementation of these amendments
did not have any impact on our consolidated financial statements. The amendments will be considered prospectively on future
acquisitions.
In November 2016, the FASB issued amendments to the guidance on presentation of restricted cash within the statement of
cash flows. The amendments require that restricted cash be included within cash and cash equivalents on the statement of cash
flows. The amendments were effective for us as of January 1, 2018, and have been applied retrospectively. The implementation
of these amendments did not have any impact on our consolidated financial statements.
In May 2014, the FASB issued new guidance on the recognition of revenue from contracts with customers. This new guidance
is presented in ASC 606 and replaced most existing revenue recognition guidance in U.S. GAAP when it became effective. In
August 2015, the FASB deferred the effective date of this new guidance for one additional year. As a result, this new guidance
was effective for us as of January 1, 2018. As previously discussed, we implemented this new guidance on January 1, 2018
using the cumulative effect transition method. However, we did not have a cumulative adjustment to retained earnings to record
as of the transition date as this new guidance did not have a significant impact on the timing or amount of revenue we
recognized in any given period in comparison to the amount recognized under prior guidance.
Effect of Recently Issued Amendments to Authoritative Accounting Guidance
In February 2016, the FASB issued amendments to the current guidance on accounting for lease transactions, which is
presented in ASC Topic 842 (Leases). Subsequent to February 2016, the FASB has issued additional clarifying guidance on
certain aspects of this new guidance, along with certain practical expedients that may be applied. The intent of the updated
guidance is to increase transparency and comparability among organizations by requiring lessees to recognize assets and
liabilities on the balance sheet for the rights and obligations created by leases and to disclose key information about leasing
arrangements. Under the new guidance, a lessee will be required to record a right-of-use asset and a lease liability on the
F - 12
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with
classification affecting the pattern of expense recognition in the income statement. The amendments are effective for us as of
January 1, 2019. The two permitted transition methods under the guidance are the modified retrospective transition approach,
which requires application of the guidance for all comparative periods presented, and the cumulative effect adjustment
approach, which requires prospective application at the adoption date.
We will adopt the amendments on January 1, 2019 using the cumulative effect adjustment approach. Accordingly, prior periods
will not be restated. The implementation of this new guidance will have a significant impact on our consolidated balance sheet
as a result of recording right-of-use assets and lease liabilities for all of our multi-year leases. Under current guidance, none of
these leases has any related asset recorded on our balance sheets. The only related liability currently recorded on our balance
sheets is the amount which represents the difference between the lease payments we have made and the straightline rent
expense we have recorded in our statements of operations. At December 31, 2018, that liability was $380 and is included in
Other Current Liabilities on our balance sheet. At January 1, 2019, we expect to record an increase in total assets and liabilities
of approximately $4,873 as a result of the implementation of this new guidance. We do not expect that the implementation of
this new guidance will have a significant impact on our pattern of expense recognition for any of our multi-year leases.
(3) ACQUISITION
On May 24, 2017, we completed our acquisition of Ambrell. The purchase price for Ambrell was $22,000 in cash paid at
closing, subject to a customary post-closing working capital adjustment, and additional contingent consideration of up to
$18,000 in the form of earnouts paid based upon a multiple of adjusted EBITDA for 2017 and 2018, as further discussed below.
The acquisition was completed by acquiring all of the outstanding capital stock of Ambrell. Total acquisition costs incurred to
complete this transaction were $935. Acquisition costs were expensed as incurred and included in general and administrative
expense.
The acquisition of Ambrell has been accounted for as a business combination using purchase accounting and, accordingly, the
results of Ambrell have been included in our consolidated results of operations from the date of acquisition. The allocation of
the Ambrell purchase price was based on fair values as of May 24, 2017. The determination of fair value reflects our estimates
and assumptions based on the information available as of the date the estimate is calculated.
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 $26,733 was comprised of:
Cash paid to acquire the capital stock of Ambrell
Estimated fair value of contingent consideration
Total purchase price
$
$
22,610
4,123
26,733
As noted above, the consideration paid for the acquisition of Ambrell includes contingent consideration in the form of earnouts
based on the adjusted EBITDA of Ambrell for 2017 and 2018. Adjusted EBITDA is earnings (or loss) from operations before
interest expense, benefit or provision for income taxes, depreciation and amortization, and excludes other non-recurring income
and expense items as defined in the stock purchase agreement for Ambrell. The first earnout paid after calendar year 2017 was
completed was an amount equal to 8x Ambrell's adjusted EBITDA for 2017 minus the $22,000 paid at closing. This amount
was $5,833 and was paid in April 2018. The second earnout to be paid after calendar year 2018 is completed, will be an amount
equal to 8x Ambrell's adjusted EBITDA for 2018 minus the sum of the $22,000 paid at closing and $5,833, the earnout paid
with respect to 2017. The 2017 and 2018 earnouts, in the aggregate, are capped at $18,000. At December 31, 2018, we have
accrued $12,167 as additional acquisition consideration payable on our balance sheet representing the amount of the second
earnout. To estimate the fair value of the contingent consideration, 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 $4,123 for the 2017 and 2018 earnouts. This amount was recorded as a contingent consideration liability and
included in the purchase price as of the acquisition date. Changes in the amount of the estimated fair value of the earnouts after
the acquisition date were recorded as operating expenses in our statement of operations in the quarter in which they occurred.
The total purchase price of $26,733 has been allocated as follows:
F - 13
(3) ACQUISITION (Continued)
Goodwill
Identifiable intangible assets
Tangible assets acquired and liabilities assumed:
Cash
Trade accounts receivable
Inventories
Other current assets
Property and equipment
Accounts payable
Accrued expenses
Customer advances
Deferred tax liability
Total purchase price
$
$
12,032
16,300
648
3,621
1,917
200
614
(1,420 )
(1,280 )
(554 )
(5,345 )
26,733
We estimated the fair value of identifiable intangible assets acquired using a combination of the income, cost and market
approaches. Identifiable intangible assets acquired include customer relationships, customer backlog, technology and
trademarks. We generally amortize our finite-lived intangible assets over their estimated useful lives on a straight-line basis,
unless an alternate amortization method can be reliably determined. Any such alternate amortization method would be based on
the pattern in which the economic benefits of the intangible asset are expected to be consumed.
The following table summarizes the estimated fair value of Ambrell's identifiable intangible assets and their estimated useful
lives as of the acquisition date:
Finite-lived intangible assets:
Customer relationships
Technology
Customer backlog
Total finite-lived intangible assets
Indefinite-lived intangible assets:
Trademarks
Total intangible assets
Weighted
Average
Estimated
Useful Life
(in years)
9.0
9.0
0.3
8.6
Fair
Value
$
$
9,000
600
500
10,100
6,200
16,300
For the period from May 24, 2017 to December 31, 2017, Ambrell contributed $13,562 of net revenues and had a net loss of
$6,238, which includes the impact of a $6,976 increase in the amount of our contingent consideration liability from the date of
acquisition through December 31, 2017. During 2018, Ambrell contributed $26,446 of net revenues and had a net loss of
$5,162, which includes the impact of a $6,901 increase in the amount of our contingent consideration liability during 2018.
The following unaudited pro forma information gives effect to the acquisition of Ambrell as if the acquisition occurred on
January 1, 2017. This proforma summary does not reflect any operating efficiencies or costs savings that may be achieved by
the combined businesses. This proforma summary is presented for informational purposes only and is not necessarily indicative
of what the actual results of operations would have been had the acquisition taken place as of that date, nor is it indicative of
future consolidated results of operations:
Net revenues
Net earnings
Diluted earnings per share
Year Ended
December 31, 2017
74,421
1,593
0.15
$
$
$
The pro forma results shown above do not reflect the impact on general and administrative expense of investment advisory
costs, legal costs and other costs of $935 incurred by us as a direct result of the transaction. The pro forma results shown above
include a $6,976 increase in the amount of our contingent consideration liability which we recorded during the second half of
2017.
(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.
F - 14
(4) FAIR VALUE MEASUREMENTS (Continued)
ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market
participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes
among the following:
Level 1 Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the
ability to access.
Level 2 Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or
similar assets or liabilities in markets that are not active and models for which all significant inputs are
observable, either directly or indirectly.
Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the
determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by us in determining fair
value is greatest for instruments categorized in Level 3. A financial instrument's level within the fair value hierarchy is based on
the lowest level of any input that is significant to the fair value measurement.
Recurring Fair Value Measurements
The contingent consideration liability on our balance sheets is measured at fair value on a recurring basis using Level 3 inputs.
Our contingent consideration liability is a result of our acquisition of Ambrell on May 24, 2017, and it represents the estimated
fair value of the additional cash consideration payable that is contingent upon the achievement of certain financial results by
Ambrell, as discussed more fully in Note 3. Estimating the fair value of this Level 3 instrument involves generating various
scenarios for projected adjusted EBITDA over a specified time period, calculating the associated contingent consideration
payments and discounting the average payments to present value. Changes in the projected adjusted EBITDA of Ambrell can
result in significant fluctuations in the estimated fair value of this liability during interim periods.
During the second half of 2017, we recorded a $6,976 increase in the fair value of our contingent consideration liability. This
increase primarily reflected higher actual adjusted EBITDA for the year ended December 31, 2017, as a result of significantly
higher than expected levels of net revenues and EBITDA in the fourth quarter of 2017, and an increase in the projected adjusted
EBITDA for the year ended December 31, 2018. At December 31, 2017, our forecasts for both 2018 net revenues and 2018
EBITDA significantly exceeded the amounts projected as of the acquisition date.
During 2018, we recorded a $6,901 increase in the fair value of our contingent consideration liability as a result of further
increases in the actual adjusted EBITDA of Ambrell for the year ended December 31, 2018.
The following fair value hierarchy table presents information about liabilities measured at fair value on a recurring basis:
Amounts at
Fair Value Level 1
Fair Value Measurement Using
Level 2
Level 3
As of December 31, 2017
Contingent consideration liability
$
5,744 $
- $
- $
5,744
Changes in the fair value of our Level 3 contingent consideration liability for the years ended December 31, 2018 and 2017
were as follows:
Balance – January 1, 2017
Contingent consideration liability established in connection with the acquisition of Ambrell
Fair value adjustment
Transfer of contingent consideration liability to 2017 earnout payable
$
Balance – December 31, 2017
Fair value adjustment
Transfer of contingent consideration liability to 2018 earnout payable
-
4,123
6,976
(5,355 )
5,744
6,901
(12,645 )
Balance – December 31, 2018
$
-
F - 15
(5) GOODWILL AND INTANGIBLE ASSETS
Goodwill and intangible assets on our balance sheets are the result of our acquisitions of Sigma Systems Corp. ("Sigma") in
October 2008, Thermonics, Inc. ("Thermonics") in January 2012 and Ambrell in May 2017. All of our goodwill and intangible
assets are allocated to our Thermal segment.
Goodwill
Goodwill totaled $13,738 at both December 31, 2018 and 2017 and was comprised of the following:
Sigma
Thermonics
Ambrell
Total
Intangible Assets
$
$
1,656
50
12,032
13,738
Changes in the amount of the carrying value of finite-lived intangible assets for the years ended December 31, 2018 and 2017
are as follows:
Balance - January 1, 2017
Acquisition of Ambrell
Amortization
Balance - December 31, 2017
Amortization
Balance - December 31, 2018
$
$
365
10,100
(1,161)
9,304
(1,103)
8,201
The following tables provide further detail about our intangible assets as of December 31, 2018 and 2017:
Finite-lived intangible assets:
Customer relationships
Technology
Patents
Software
Trade name
Customer backlog
Total finite-lived intangible assets
Indefinite-lived intangible assets:
Trademarks
Total intangible assets
Finite-lived intangible assets:
Customer relationships
Technology
Patents
Software
Trade name
Customer backlog
Total finite-lived intangible assets
Indefinite-lived intangible assets:
Trademarks
Total intangible assets
Gross
Carrying
Amount
December 31, 2018
Accumulated
Amortization
Net
Carrying
Amount
10,480 $
600
590
270
140
500
12,580
6,710
19,290 $
2,717 $
250
502
270
140
500
4,379
-
4,379 $
7,763
350
88
-
-
-
8,201
6,710
14,911
Gross
Carrying
Amount
December 31, 2017
Accumulated
Amortization
Net
Carrying
Amount
10,480 $
600
590
270
140
500
12,580
6,710
19,290 $
1,828 $
95
463
250
140
500
3,276
-
3,276 $
8,652
505
127
20
-
-
9,304
6,710
16,014
$
$
$
$
F - 16
(5) GOODWILL AND INTANGIBLE ASSETS (Continued)
We generally amortize our finite-lived intangible assets over their estimated useful lives on a straight-line basis, unless an
alternate amortization method can be reliably determined. Any such alternate amortization method would be based on the
pattern in which the economic benefits of the intangible asset are expected to be consumed. None of our intangible assets have
any residual value.
Total amortization expense for our finite-lived intangible assets was $1,103 and $1,161, respectively, for the years ended
December 31, 2018 and 2017. The following table sets forth the estimated annual amortization expense for each of the next five
years:
2019
2020
2021
2022
2023
$
$
$
$
$
1,257
1,233
1,227
1,167
1,067
Impairment of Goodwill and Indefinite Life Intangible Assets
During December 2018 and 2017, we assessed our goodwill and indefinite life intangible asset for impairment in accordance
with the requirements of ASC 350 using a quantitative approach. Our goodwill impairment assessment is based upon a
combination of the income approach, which estimates the fair value of our reporting units based upon a discounted cash flow
approach, and the market approach which estimates the fair value of our reporting units based upon comparable market
multiples. This fair value is then reconciled to our market capitalization at year end with an appropriate control premium. The
discount rates used in 2018 and 2017 for the discounted cash flows were 18.5% and 14.5%, respectively. The selection of these
rates was based upon our analysis of market based estimates of capital costs and discount rates. The peer companies used in the
market approach operate in our market segment. The determination of the fair value of our reporting units requires management
to make significant estimates and assumptions including the selection of appropriate peer group companies, control premiums,
discount rate, terminal growth rates, forecasts of revenue and expense growth rates, income tax rates, changes in working
capital, depreciation, amortization and capital expenditures. Changes in assumptions concerning future financial results or other
underlying assumptions could have a significant impact on either the fair value of the reporting unit or the amount of the
goodwill impairment charge.
During the goodwill impairment assessment in both 2018 and 2017, we compared the fair value of our Thermal reporting unit
with its carrying value. This assessment indicated no impairment existed as the fair value of the reporting unit exceeded its
carrying value in both 2018 and 2017.
During the indefinite life intangible asset impairment assessment in both 2018 and 2017, we compared the fair value of our
intangible assets with their carrying values. This assessment indicated no impairment existed as the fair value of the intangible
assets exceeded their carrying values in both 2018 and 2017.
Impairment of Long-Lived Assets and Finite-lived Intangible Assets
During 2018 and 2017, 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.
(6) 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. See also Note 12 for information about revenue by operating segment and
geographic region.
Net revenues by customer type:
End user
OEM/Integrator
Net revenues by product type:
Thermal test
Induction heating
Semiconductor production test
Service/other
Years Ended
December 31,
2018
2017
$
$
$
$
68,093 $
10,470
78,563 $
25,289 $
24,104
21,445
7,725
78,563 $
60,731
6,070
66,801
24,657
11,915
22,952
7,277
66,801
F - 17
(6) REVENUE FROM CONTRACTS WITH CUSTOMERS (Continued)
Net revenues by market:
Semiconductor
Industrial
Telecommunications
Other non-semiconductor markets
Years Ended
December 31,
2018
2017
$
$
45,378 $
21,220
5,574
6,391
78,563 $
37,763
14,148
10,262
4,628
66,801
Changes in the amount of the allowance for doubtful accounts for the years ended December 31, 2018 and 2017 are as follows:
Balance - January 1, 2017
Bad debt expense
Write-offs
Balance - December 31, 2017
Bad debt expense
Write-offs
Balance - December 31, 2018
(7) MAJOR CUSTOMERS
$
$
146
68
(1)
213
20
-
233
During the years ended December 31, 2018 and 2017, Texas Instruments Incorporated accounted for 11% of our consolidated
net revenues. While both of our operating segments sold products to this customer, these revenues were primarily generated by
our EMS segment. During the year ended December 31, 2017, Hakuto Co. Ltd., one of our distributors, accounted for 11% of
our consolidated net revenues. These revenues were generated by our Thermal segment. During the years ended December 31,
2018 and 2017, no other customer accounted for 10% or more of our consolidated net revenues.
(8) INVENTORIES
Inventories held at December 31 were comprised of the following:
Raw materials
Work in process
Inventory consigned to others
Finished goods
Total inventories
(9) OTHER CURRENT LIABILITIES
Other current liabilities at December 31 were comprised of the following:
Accrued professional fees
Accrued sales commissions
Accrued rent
Accrued warranty
Other
Total other current liabilities
F - 18
2018
2017
4,654 $
1,026
62
778
6,520 $
2018
2017
774 $
703
380
346
382
2,585 $
3,424
791
64
687
4,966
717
529
521
233
166
2,166
$
$
$
$
(10) 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. In accordance with the terms of our lease, the letter of credit related to our facility in Mt.
Laurel, New Jersey will be reduced from $125 to $90 on April 1, 2019. Our outstanding letters of credit at December 31, 2018
and 2017 consisted of the following:
Facility
Mt. Laurel, NJ
Mansfield, MA
Original L/C
Issue Date
3/29/2010
10/27/2010
L/C
Expiration
Date
3/31/2020
11/08/2019
Lease
Expiration
Date
4/30/2021 $
8/31/2021
$
Letters of Credit
Amount Outstanding
Dec. 31
2018
Dec. 31
2017
125 $
50
175 $
125
50
175
(11) COMMITMENTS AND CONTINGENCIES
Operating Lease Commitments
We lease our offices, warehouse facilities and certain equipment under non-cancellable operating leases which expire at various
dates through 2029. Total rental expense for the years ended December 31, 2018 and 2017 was $1,848 and $1,600, respectively.
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, we recognize the related rental expense on a straight-line basis over the life of the lease, which includes
any rent holiday, and record the difference between the amounts charged to operations and amounts paid as Other Current
Liabilities on our balance sheet. In addition to the monthly rental payments due, most of our leases for our offices and
warehouse facilities require us to pay 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 minimum rental
commitments disclosed below as they are based on actual charges incurred in the periods to which they apply.
The aggregate minimum rental commitments under the non-cancellable operating leases in effect at December 31, 2018 are as
follows:
2019
2020
2021
2022
2023
Thereafter
Total
(12) INCOME TAXES
$
$
1,710
1,612
868
296
286
1,421
6.193
We are subject to Federal and certain state income taxes. In addition, we are taxed in certain foreign countries.
As previously discussed in Note 2, on December 22, 2017 the President of the United States signed into law the Tax Act. The
two principal elements of the Tax Act impacting our 2018 and 2017 consolidated statement of operations and our balance sheet
as of December 31, 2018 and 2017 were the reduction in the corporate tax rate from 35% to 21% and the one-time transition tax
that is imposed on the previously unremitted earnings of our foreign subsidiaries. As a result of the legislative changes enacted,
we were required to revalue our deferred tax assets and liabilities to the new rate of 21% as of December 31, 2017, which
resulted in our recording a current period tax benefit of $1,743 in our 2017 consolidated statement of operations and a
corresponding reduction in the amount of the net deferred tax liability. Due to the complexities involved in determining the
previously unremitted earnings of our foreign subsidiaries, at December 31, 2017, we recorded a provisional amount for the
transition tax payable on those unremitted earnings. The provisional amount recorded, net of related foreign tax credits, was a
tax of $476. During the first half of 2018 we completed the process of obtaining, preparing and analyzing the required
information, including a Section 965 analysis and an earnings and profits study. As a result, we have determined that no
transition tax is due, and, accordingly, during the second quarter of 2018 we reversed the $476 that had been accrued in the
fourth quarter of 2017.
F - 19
(12) INCOME TAXES (Continued)
Earnings before income taxes was as follows:
Domestic
Foreign
Total
Income tax expense (benefit) was as follows:
Current
Domestic – Federal
Domestic – state
Foreign
Total
Deferred
Domestic – Federal
Domestic – state
Foreign
Total
Income tax expense
Years Ended
December 31,
2018
2017
3,647 $
1,396
5,043 $
2,580
1,258
3,838
Years Ended
December 31,
2018
2017
1,352 $
190
381
1,923 $
103 $
(20 )
-
83
2,006 $
4,106
175
212
4,493
(1,886)
244
12
(1,630)
2,863
$
$
$
$
$
$
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 as of
December 31, 2018 and 2017:
Deferred tax assets:
Net operating loss (state and foreign)
Inventories
Accrued vacation pay and stock-based compensation
Tax credit carryforwards
Depreciation of property and equipment
Allowance for doubtful accounts
Accrued warranty
Acquisition costs
Other
Total
Valuation allowance
Deferred tax assets
Deferred tax liabilities:
Net intangible assets
Depreciation of property and equipment
Deferred tax liabilities
Net deferred tax liabilities
December 31,
2018
2017
$
$
299 $
212
184
81
-
46
20
13
18
873
(241 )
632
(3,167 )
(154 )
(3,321 )
(2,689 ) $
444
185
156
206
97
47
20
15
15
1,185
(370 )
815
(3,421 )
-
(3,421 )
(2,606 )
The net change in the valuation allowance for the years ended December 31, 2018 and 2017 was a decrease of $129 and an
increase of $370, 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
2038.
F - 20
(12) INCOME TAXES (Continued)
An analysis of the effective tax rate for the years ended December 31, 2018 and 2017 and a reconciliation from the expected
statutory rate of 21% (for 2018) and 35% (for 2017) is as follows:
Years Ended
December 31,
2018
2017
$
1,059 $
1,343
Expected income tax provision at U.S. statutory rate
Increase (decrease) in tax from:
Nondeductible expenses
Domestic tax expense, net of Federal benefit
Deemed dividend from foreign subsidiaries
NOL carryforwards utilized
Foreign income tax rate differences
Restricted stock
Global intangible low taxed income
Current year tax credits (foreign and research)
Federal transition tax payable
Section 250 foreign derived intangible income deduction
Changes in valuation allowance
Federal tax rate changes
Domestic production activities deduction
Acquisition costs
Other
Income tax expense
$
1,466
310
175
118
90
67
57
(553 )
(476 )
(233 )
(129 )
-
-
-
55
2,006 $
2,463
791
423
36
(229)
(59)
-
(379)
476
-
17
(1,843)
(290)
142
(28)
2,863
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. As
of December 31, 2018 and 2017, we did not have an accrual for uncertain tax positions.
(13) 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.
(14) STOCK-BASED COMPENSATION PLAN
As of December 31, 2018, we have unvested restricted stock awards and stock options outstanding which were granted under
the inTEST Corporation 2007 Stock Plan (the "2007 Stock Plan") and the inTEST Corporation Amended and Restated 2014
Stock Plan (the "2014 Stock Plan"). The 2007 Stock Plan was approved at our annual meeting of stockholders held on June 13,
2007 and permitted the granting of stock options or restricted stock for up to 500,000 shares of our common stock to officers,
other key employees and consultants. No further grants may be made under the 2007 Stock Plan. The 2014 Stock Plan was
originally approved at our annual meeting of stockholders held on June 25, 2014 and permits 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. On June 27, 2018, 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 500,000 to 1,000,000 shares. As of December 31, 2018, there were 561,600 aggregate shares
available to grant under these plans.
Our unvested restricted stock awards and stock options are accounted for based on their grant date fair value. As of
December 31, 2018, total compensation expense to be recognized in future periods was $1,253. The weighted average period
over which this expense is expected to be recognized is 2.9 years.
The following table summarizes the compensation expense we recorded during 2018 and 2017, related to unvested shares of
restricted stock and stock options.
F - 21
(14) STOCK-BASED COMPENSATION PLAN (Continued)
Cost of revenues
Selling expense
Engineering and product development expense
General and administrative expense
There was no compensation expense capitalized in 2018 or 2017.
Stock Options
Years Ended
December 31,
2018
2017
$
$
- $
-
9
645
654 $
6
-
5
333
344
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 2018 and 2017 was estimated at the date of grant using the Black-Scholes option
pricing model with the following weighted average assumptions:
Risk-free interest rate
Dividend yield
Expected common stock market price volatility factor
Weighted average expected life of stock options (years)
2018
2017
2.75%
0.00%
.39
6.25
2.14 %
0.00 %
.39
6.25
The per share weighted average fair value of stock options issued during 2018 and 2017 was $3.50 and $2.64, respectively.
The following table summarizes the activity related to stock options for the two years ended December 31, 2018:
Options outstanding, January 1, 2017
Granted
Exercised
Canceled
Options outstanding, December 31, 2017 (4,950 exercisable)
Granted
Exercised
Canceled
Options outstanding, December 31, 2018 (21,800 exercisable)
Restricted Stock Awards
Number
of Shares
Weighted
Average
Exercise Price
19,800 $
96,000
-
(39,400 )
76,400
189,800
-
(1,800 )
264,400
4.37
6.35
-
6.08
5.98
8.14
-
4.37
7.54
We record compensation expense for restricted stock awards (unvested shares) 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, except
for restricted stock awards granted to our directors, which vest over one year.
The following table summarizes the activity related to unvested shares for the two years ended December 31, 2018:
Unvested shares outstanding, January 1, 2017
Granted
Vested
Forfeited
Unvested shares outstanding, December 31, 2017
Granted
Vested
Forfeited
Unvested shares outstanding, December 31, 2018
Number
of Shares
Weighted
Average
Grant Date
Fair Value
97,025 $
66,000
(69,100 )
(18,700 )
75,225
95,600
(56,075 )
-
114,750
4.04
6.54
4.65
5.59
5.29
8.24
7.18
-
6.92
The total fair value of the shares that vested during the years ended December 31, 2018 and 2017 was $423 and $493,
respectively, as of the vesting dates of these shares.
F - 22
(15) STOCK REPURCHASE PLAN
On October 27, 2015, our Board of Directors authorized the repurchase, from time to time, of up to $5,000 of our common
stock on the open market, in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, or in privately
negotiated transactions (the "2015 Repurchase Plan"). Repurchases may also be made under trading plans entered into with RW
Baird & Co. (each a "10b5-1 Plan"), which permit shares to be repurchased when we might otherwise be precluded from doing
so under insider trading laws. The 2015 Repurchase Plan does not obligate us to repurchase any particular amount of common
stock and may be suspended or discontinued at any time without prior notice. The 2015 Repurchase Plan is funded using our
operating cash flow or available cash. The timing, price and amount of any shares repurchased under the 2015 Repurchase Plan
is determined by our board and management, based on our evaluation of market conditions and other factors. To date, all
purchases have been made in accordance with 10b5-1 Plans which provided for purchases to be made so long as the price did
not exceed a maximum price. Management is considering new parameters for future purchases and may enter into a new 10b5-
1 Plan at some point under those new parameters. As of December 31, 2018, all of the Company’s 10b5-1 Plans entered into in
connection with the 2015 Repurchase Plan had expired. No new plans were put in place during 2018.
No shares were repurchased during 2018. During 2017, we repurchased 13,883 shares under the 2015 Repurchase Plan. The
total cost to repurchase these shares, including fees paid to our broker, was $62. As of December 31, 2018, we had repurchased
a total of 297,020 shares under the 2015 Repurchase Plan at a cost of $1,195. All of the repurchased shares were retired.
(16) EMPLOYEE BENEFIT PLANS
We have defined contribution 401(k) plans for our employees who work in the U.S. All permanent employees of inTEST
Corporation, Temptronic Corporation (“Temptronic”) and inTEST Silicon Valley Corporation 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, 2018 and 2017, we made matching
contributions of $299 and $338, 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 one
year of service, as defined in the Ambrell Plan. The Ambrell Plan allows eligible employees to make voluntary contributions up
to 100% of compensation, up to the federal government contribution limits. We will make a matching contribution of 25% of
each employee's contributions up to a maximum of 2% of such employee's annual compensation. For the year ended December
31, 2018 we made matching contributions of $68. From the date of acquisition through December 31, 2017, we made matching
contributions of $35.
(17) SEGMENT INFORMATION
We have two reportable segments, which are also our reporting units, Thermal and EMS. Thermal includes the operations of
Temptronic, Thermonics, Sigma, inTEST Thermal Solutions GmbH (Germany), inTEST Pte, Limited (Singapore) and Ambrell,
which we acquired in May 2017, as discussed in Note 3. Sales of this segment consist primarily of temperature management
systems which we design, manufacture and market under our Temptronic, Thermonics and Sigma product lines, and precision
induction heating systems which are designed, manufactured and marketed by Ambrell. In addition, this segment provides post-
warranty service and support. EMS includes the operations of our manufacturing facilities in Mt. Laurel, New Jersey and
Fremont, California. Sales of this segment consist primarily of manipulator, docking hardware and tester interface products,
which we design, manufacture and market.
We operate our business worldwide and sell our products both domestically and internationally. Both of our segments sell to
semiconductor manufacturers, third-party test and assembly houses and ATE manufacturers. Thermal also sells into a variety of
markets outside of the ATE market, including the automotive, consumer electronics, consumer product packaging,
defense/aerospace, energy, fiber optics, industrial, telecommunications and other markets.
F - 23
(17) SEGMENT INFORMATION (Continued)
Net revenues from unaffiliated customers:
Thermal
EMS
Depreciation/amortization:
Thermal
EMS
Operating income (loss):
Thermal
EMS
Corporate
Earnings (loss) before income tax expense (benefit):
Thermal
EMS
Corporate
Income tax expense (benefit):
Thermal
EMS
Corporate
Net earnings (loss):
Thermal
EMS
Corporate
Capital expenditures:
Thermal
EMS
Identifiable assets:
Thermal
EMS
Years Ended
December 31,
2018
2017
55,994 $
22,569
78,563 $
1,739 $
132
1,871 $
1,218 $
5,382
(1,420 )
5,180 $
1,024 $
5,416
(1,397 )
5,043 $
1,331 $
910
(235 )
2,006 $
(307 ) $
4,506
(1,162 )
3,037 $
2,149 $
63
2,212 $
42,233
24,568
66,801
1,628
151
1,779
(822)
6,830
(2,397)
3,611
(686)
6,869
(2,345)
3,838
1,665
1,819
(621)
2,863
(2,351)
5,050
(1,724)
975
659
86
745
December 31,
2018
2017
55,343 $
11,844
67,187 $
50,408
12,085
62,493
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
The following table provides information about our geographic areas of operation. Net revenues from unaffiliated customers are
based on the location to which the goods are shipped.
Net revenues from unaffiliated customers:
U.S.
Foreign
Years Ended
December 31,
2018
2017
$
$
25,517 $
53,046
78,563 $
20,205
46,596
66,801
F - 24
(17) SEGMENT INFORMATION (Continued)
Property and equipment:
U.S.
Foreign
December 31,
2018
2017
$
$
2,327 $
390
2,717 $
991
550
1,541
(18) QUARTERLY CONSOLIDATED FINANCIAL DATA (Unaudited)
The following tables present certain unaudited consolidated quarterly financial information for each of the eight quarters ended
December 31, 2018. 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 semiconductor and ATE markets.
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.
Net revenues
Gross margin
Earnings (loss) before income tax expense
Income tax expense
Net earnings (loss)
Quarters Ended
3/31/18(1)
6/30/18(2)(3)
9/30/18(4)
12/31/18(5)
Total
$
18,871 $
9,395
982
601
381
21,097 $
10,910
4,396
382
4,014
20,160 $
10,092
162
728
(566)
18,435 $
9,004
(497)
295
(792)
78,563
39,401
5,043
2,006
3,037
Net earnings (loss) per common share – basic $
Weighted average common shares outstanding –
0.04 $
0.39 $
(0.05) $
(0.08) $
0.29
basic
Net earnings (loss) per common share – diluted $
Weighted average common shares outstanding –
10,326,309 10,342,674 10,355,673 10,367,132 10,347,947
0.29
(0.08) $
(0.05) $
0.04 $
0.39 $
diluted
10,365,306 10,370,318 10,355,673 10,367,132 10,382,194
Net revenues
Gross margin
Earnings (loss) before income tax expense
Income tax expense
Net earnings (loss)
Quarters Ended
3/31/17
6/30/17
9/30/17(6)
12/31/17(7)(8)
Total
$
14,180 $
7,728
3,172
1,094
2,078
15,888 $
8,421
2,336
891
1,445
17,352 $
8,796
2,841
823
2,018
19,381 $
9,745
(4,511 )
55
(4,566 )
66,801
34,690
3,838
2,863
975
Net earnings (loss) per common share – basic
Weighted average common shares outstanding –
$
0.20 $
0.14 $
0.20 $
(0.44 ) $
0.09
basic
Net earnings (loss) per common share – diluted $
Weighted average common shares outstanding –
10,264,565 10,277,155 10,288,325 10,308,243 10,284,572
0.09
(0.44 ) $
0.19 $
0.14 $
0.20 $
diluted
10,295,337 10,334,894 10,351,009 10,308,243 10,339,313
(1) The quarter ended March 31, 2018 includes a $1,726 increase in the fair value of contingent consideration, which was not deductible for
tax purposes.
(2) The quarter ended June 30, 2018 includes a $710 reduction in the fair value of contingent consideration, which was not taxable.
(3) The quarter ended June 30, 2018 includes the reversal of certain adjustments originally recorded in the quarter ended December 31, 2017
which were related to tax legislation enacted in December 2017, as discussed in Notes 2 and 12.
(4) The quarter ended September 30, 2018 includes $3,057 increase in the fair value of contingent consideration, which was not deductible
for tax purposes.
(5) The quarter ended December 31, 2018 includes a $2,828 increase in the fair value of contingent consideration, which was not deductible
for tax purposes.
(6) The quarter ended September 30, 2017 includes a $549 reduction in the fair value of contingent consideration, which was not taxable.
(7) The quarter ended December 31, 2017 includes a $7,525 increase in the fair value of contingent consideration, which was not deductible
for tax purposes.
(8) The quarter ended December 31, 2017 includes adjustments related to tax legislation enacted in December 2017, as discussed in Note 2
and 12.
F - 25
inTEST CORPORATION
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
Year Ended December 31, 2018
Allowance for doubtful accounts
Warranty reserve
Year Ended December 31, 2017
Allowance for doubtful accounts
Warranty reserve
Balance at
Beginning
of Period
Expense
(Recovery)
Deductions
Balance at
End of
Period
$
$
213 $
233
20 $
452
- $
(339 )
146 $
125
68 $
209
(1 ) $
(101 )
233
346
213
233
F - 26
Executive OfficersJames PelrinPresident and Chief Executive OfficerHugh T. Regan, Jr.Secretary, Treasurer and Chief Financial OfficerBoard of DirectorsRobert E. MatthiessenChairman, inTEST CorporationJames PelrinPresident and CEO, inTEST CorporationSteven J. Abrams, Esq.Partner Hogan Lovells US LLPJoseph W. Dews IVPartner AGC PartnersWilliam KrautPartner Newport Board Group LLCLegal CounselBallard Spahr LLP1735 Market Street – 51st FloorPhiladelphia, PA 19103-7599Independent Registered Public Accounting FirmRSM US LLP751 Arbor Way, Suite 200Blue Bell, PA 19422-2700Transfer AgentComputershare Trust Company, N.A.Attention: Shareholder ServicesP.O. Box 505000Louisville, KY 40233800-962-4284Investor RelationsLaura Guerrant-Oiye, PrincipalGuerrant Associateslguerrant@guerrantir.com808-960-2642Annual Stockholders’ MeetingOur 2019 Annual Meeting of Stockholders will be held at 11:00 A.M. Eastern Daylight Time on Wednesday, June 19, 2019, at our offices, 804 East Gate Drive, Suite 200, Mt. Laurel, New Jersey 08054.Availability of Annual Report on Form 10-KA copy of our Annual Report on Form 10-K for the year ended December 31, 2018 (excluding exhibits) as filed with the Securities and Exchange Commission is available to any stockholder without charge, upon written request to Hugh T. Regan, Jr., Secretary, inTEST Corporation, 804 East Gate Drive, Suite 200, Mt. Laurel, NJ 08054, or by calling (856) 505-8800. Copies of the exhibits filed therewith will be provided upon written request to the Secretary of the Corporation and payment of a reasonable fee (which will not exceed our expense incurred in connection with providing such copies). In addition, our Annual Report on Form 10-K and all exhibits are available at no charge by accessing the Investor Relations page of our website, at http://investor.shareholder.com/intest/index.cfm, or the SEC’s website, at www.sec.gov. Annual Report Design By: Shelley Signature Design / www.shelleysignaturedesign.com(cid:36)(cid:48)(cid:51)(cid:49)(cid:48)(cid:51)(cid:34)(cid:53)(cid:38)(cid:1)(cid:42)(cid:47)(cid:39)(cid:48)(cid:51)(cid:46)(cid:34)(cid:53)(cid:42)(cid:48)(cid:47) PRINTER, PLEASE BUILD IN SPINE
Corporate Headquarters
41 Hampden Road
Mansfield, MA 02048 USA
Tel (781) 688-2300
www.intest.com
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