<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
-------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________ to ____________________
Commission File Number 0-22529
-------
inTEST Corporation
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 22-2370659
- ------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S Employer Identification No.)
incorporation or organization)
2 Pin Oak Lane, Cherry Hill, New Jersey 08003
- ---------------------------------------- -----------
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (609) 424-6886
--------------
Indicate by check X whether the registrants: (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 No X
---- ----
Number of shares of Common Stock, $.01 par value, outstanding as of June 30,
1997:
5,911,034
<PAGE>
INTEST CORPORATION
INDEX
Part I. Financial Information
Page
----
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 1997 (unaudited)
and December 31, 1996 1
Consolidated Statements of Earnings (unaudited) for the
three months and six months ended June 30, 1997 and 1996 2
Consolidated Statement of Stockholders' Equity (unaudited)
as of June 30, 1997 3
Consolidated Statements of Cash Flows (unaudited) for the
six months ended June 30, 1997 and 1996 4
Notes to consolidated financial statements (unaudited) 5 - 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9 -12
Part II. Other Information 13
<PAGE>
inTEST CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
<TABLE>
<CAPTION>
June 30, Dec. 31,
1997 1996
----------- ----------
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $11,000 $ 3,692
Trade accounts and notes receivable, net of allowance for doubtful
accounts of $88 at December 31, 1996 and $88 at June 30, 1997 3,462 1,953
Inventories 1,404 1,313
Other current assets 302 70
----------- ----------
Total current assets 16,168 7,028
----------- ----------
Property and equipment:
Machinery and equipment 1,116 1,096
Leasehold improvements 171 173
----------- ----------
1,287 1,269
Less: accumulated depreciation (748) (676)
----------- ----------
Net property and equipment 539 593
----------- ----------
Other assets 129 95
Goodwill 1,334 -
----------- ----------
Total assets $18,170 $ 7,716
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt $ 35 $ 34
Accounts payable 1,459 574
Dividends payable - 973
Accrued wages and expenses 909 595
Domestic and foreign income taxes payable 509 475
S-corporation distribution payable 886 -
----------- ----------
Total current liabilities 3,798 2,651
Long-term debt 137 155
Minority interest - 323
----------- ----------
Total liabilities 3,935 3,129
----------- ----------
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;
3,790,591 shares issued and outstanding at December 31, 1996;
5,911,034 shares issued and outstanding at June 30, 1997 59 38
Additional paid-in capital 13,961 689
Retained earnings 198 3,833
Foreign currency translation adjustment 17 27
----------- ----------
Total stockholders' equity 14,235 4,587
----------- ----------
Total liabilities and stockholders' equity $18,170 $ 7,716
=========== ==========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
- 1 -
<PAGE>
inTEST CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
---------------------------- ----------------------------
June 30, June 30, June 30, June 30,
1997 1996 1997 1996
------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues $ 4,619 $ 5,043 $ 8,507 $11,132
Less: Cost of revenues 1,835 1,732 3,438 3,588
------------ ----------- ----------- -----------
Gross profit 2,784 3,311 5,069 7,544
------------ ----------- ----------- -----------
Operating expenses:
Selling expense 600 555 1,093 1,336
Research and development expense 401 456 775 850
General and administrative expense 489 509 901 873
------------ ----------- ----------- -----------
Total operating expenses 1,490 1,520 2,769 3,059
------------ ----------- ----------- -----------
Operating income 1,294 1,791 2,300 4,485
------------ ----------- ----------- -----------
Other income (expense):
Interest income 37 33 67 56
Interest expense (4) - (8) (5)
Other income 12 (13) 2 (19)
------------ ----------- ----------- -----------
Total other income (expense) 45 20 61 32
------------ ----------- ----------- -----------
Earnings before income taxes and
minority interest 1,339 1,811 2,361 4,517
------------ ----------- ----------- -----------
Provision for income taxes:
Domestic 124 29 145 104
Foreign 158 261 304 541
------------ ----------- ----------- -----------
Income tax expense 282 290 449 645
------------ ----------- ----------- -----------
Earnings before minority interest 1,057 1,521 1,912 3,872
Minority interest (15) (86) (25) (180)
------------ ----------- ----------- -----------
Net earnings $ 1,042 $ 1,435 $ 1,887 $ 3,692
============ =========== =========== ===========
Net earnings per common share $0.26 $0.38 $0.48 $0.97
Weighted average common and common
equivalent shares outstanding 4,071,418 3,790,591 3,931,780 3,790,591
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
- 2 -
<PAGE>
inTEST CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
AS OF JUNE 30, 1997
(In thousands, except share data)
(Unaudited except Balance, December 31, 1996)
<TABLE>
<CAPTION>
Foreign
Common Stock Additional currency Total
-------------------- paid-in Retained translation stockholders'
Shares Amount capital earnings adjustment equity
---------- -------- -------------- --------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1996 3,790,591 $ 38 $ 689 $3,833 $ 27 $ 4,587
Dividends - - - (1,216) - (1,216)
Net earnings - - - 844 - 844
Foreign currency translation
adjustment - - - - (61) (61)
-------------------------------------------------------------------------------------
Balance, March 31, 1997 3,790,591 38 689 3,461 (34) 4,154
Dividends - - - (4,305) - (4,305)
Net earnings - - - 1,042 - 1,042
Acquisition of minority interest 300,443 3 1,656 - - 1,659
Issuance of common stock, net 1,820,000 18 11,616 - - 11,634
Foreign currency translation
adjustment - - - - 51 51
-------------------------------------------------------------------------------------
Balance, June 30, 1997 5,911,034 $ 59 $ 13,961 $ 198 $ 17 $ 14,235
=====================================================================================
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
- 3 -
<PAGE>
inTEST CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, except share data)
<TABLE>
<CAPTION>
Six Months Ended
---------------------------------
June 30, June 30,
1997 1996
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 1,887 $ 3,692
Adjustments to reconcile net earnings to net cash:
Depreciation and amortization 72 13
Minority interest 25 180
Changes in assets and liabilities:
Inventories (91) (93)
Accounts and notes receivable (1,509) (648)
Other current assets (232) (57)
Accounts payable 885 (228)
Dividends payable (973) -
Accrued wages and expenses 314 302
Domestic and foreign income taxes payable 34 158
S Corporation distribution payable 886 -
-------- --------
Total adjustments (589) (373)
-------- --------
Net cash provided by operating activities 1,298 3,319
-------- --------
CASH FLOWS USED IN INVESTING ACTIVITIES
Purchase of property and equipment (18) (188)
Purchase of long-term assets - (3)
Other long-term asset (34) -
-------- --------
Net cash used in investing activities (52) (191)
-------- --------
CASH FLOWS USED IN FINANCING ACTIVITIES
Dividends paid (5,523) (1,509)
Principal debt payment (19) -
Net proceeds from public offering 11,639 -
-------- --------
Net cash provided by (used in) financing activities 6,097 (1,509)
-------- --------
Effects of exchange rates on cash (35) (191)
-------- --------
Net cash provided by all activities $ 7,308 $ 1,428
======== ========
Cash at beginning of period 3,692 1,919
Cash at end of period 11,000 3,347
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
- 4 -
<PAGE>
inTEST CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information as of June 30, 1997 and for the three months
and six months ended June 30, 1997 and 1996 is unaudited)
(In thousands, except for share data)
(1) NATURE OF OPERATIONS
inTEST Corporation (the "Company") designs, manufactures and markets
docking hardware and test head manipulators used by semiconductor
manufacturers during the testing of wafers and packaged devices. The
Company also designs and markets related automatic test equipment
interface products. The Company operates in a single industry segment.
The consolidated entity is comprised of inTEST Corporation (parent) and
three 100% owned foreign subsidiaries: inTEST Limited (Thame, UK),
inTEST Kabushiki Kaisha (Kichijoji, Japan) and inTEST PTE, Limited
(Singapore). All significant intercompany accounts and transactions
have been eliminated upon consolidation.
The Company manufactures its products in the U.S. and the U.K.
Marketing and support activities are conducted worldwide from the
Company's facilities in the U.S., U.K., Japan and Singapore.
On June 20, 1997, the Company completed an initial public offering of
2.275 million common shares through which the Company issued 1.82
million new shares of common stock (the "offering"). Simultaneous with
the closing of the offering, the Company acquired the 21% minority
interests in each of its three foreign subsidiaries in exchange for an
aggregate of 300,443 shares of the Company's common stock (the
"Exchange"). Prior to the offering the Company owned 79% of each of the
three foreign subsidiaries. In addition, upon the effective date of the
Company's registration statement, the grant of options to purchase a
total of 150,000 shares of the Company's common stock became effective.
Such options are exercisable at a price of $7.50 per share.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interim Financial Reporting
In the opinion of management, the accompanying unaudited consolidated
financial statements include all adjustments (consisting only of
normally recurring adjustments) necessary to present fairly the
financial position, results of operations, and changes in cash flows
for the interim periods presented.
Certain footnote information has been condensed or omitted from these
financial statements. Therefore, these financial statements should be
read in conjunction with the consolidated
- 5 -
<PAGE>
inTEST CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Interim Financial Reporting (Continued)
financial statements and accompanying footnotes included in the
Company's Prospectus dated June 17, 1997.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management 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.
Net Earnings Per Common Share
Net earnings per common share is computed by dividing net earnings by
the weighted average number of shares of common stock and common stock
equivalent shares outstanding during the period. Common stock
equivalents include stock options using the treasury stock method.
Income Taxes
The Company terminated its status as an S corporation for Federal Tax
purposes and in the State of New Jersey just prior to the closing of
the offering. As an S corporation, any Federal and certain New Jersey
state income tax liabilities were those of the former S corporation
stockholders, not of the Company. All tax liabilities on income earned
subsequent to the revocation of the S corporation election are taxed to
the Company.
Foreign Currency
The accounts of the foreign subsidiaries are translated in accordance
with the Statement of Financial Accounting Standard No. 52, Foreign
Currency Translation, which requires that assets and liabilities of
international operations be 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
international
- 6 -
<PAGE>
inTEST CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Foreign Currency (Continued)
operations into U.S. dollars are accumulated and reflected as a foreign
currency translation adjustment in the consolidated statements of
stockholders' equity. Transaction gains or losses are included in net
earnings.
New Accounting Pronouncements
In February 1997, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standard No. 128, Earnings per
Share (SFAS 128). This Statement introduces new methods for calculating
earnings per share. The adoption of this Statement will not affect
results from operations, financial condition, or long-term liquidity,
but will require the Company to restate earnings per share reported in
prior periods. Compliance with this Statement, which will be effective
for periods ending after December 31, 1997, is not expected to have a
material effect on the Company's earnings per share amounts.
In June 1997, the FASB issued SFAS 130, Reporting Comprehensive Income.
This Statement requires that all items that are required to be
recognized under accounting standards as components of comprehensive
income be reported in a financial statement that is displayed with the
same prominence as other financial statements. The Company plans to
adopt this Statement on January 1, 1998, as required. The adoption of
this Statement will not affect results of operations, financial
condition, or long-term liquidity, but will require the Company to
classify items of other comprehensive income in a financial statement
and display the accumulated balance of other comprehensive income
separately in the equity section of the balance sheet.
In June 1997, the FASB issued SFAS 131, Disclosures About Segments of
an Enterprise and Related Information. This Statement established
standards for reporting information about operating segments in annual
financial statements and requires selected information about operating
segments in interim financial reports issued to shareholders. It also
establishes standards for related disclosure about products and
services, geographic areas and major customers. The Company plans to
adopt this Statement on January 1, 1998, as required. The adoption of
this Statement will not affect results from operations, financial
condition or long-term liquidity.
- 7 -
<PAGE>
inTEST CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
(3) PRO FORMA STATEMENT OF EARNINGS INFORMATION
The Company terminated its status as an S corporation just prior to the
closing of the offering, and is subject to Federal and additional state
income taxes for periods after such termination.
Accordingly, for informational purposes, the following pro forma
information reflects pro forma earnings on an after-tax basis, assuming
the Company had been taxed as a C corporation since January 1, 1997.
The difference between the Federal statutory income tax rate and the
pro forma income tax rate are as follows:
3 Months 6 Months
Ended Ended
June 30, June 30,
1997 1997
-------- --------
Federal statutory tax rate 34% 34%
State income taxes, net of Federal benefit 3 3
Foreign income taxes 7 9
Non-deductible goodwill amortization 1 1
Research credits (1) (1)
---- ----
Pro forma income tax rate 44% 46%
3 Months 6 Months
Ended Ended
June 30, June 30,
1997 1997
-------- --------
Pro forma earnings before income taxes $1,321 $2,321
Pro forma income taxes 585 1,066
Pro forma net earnings 736 1,255
Pro forma net earnings per common share $ 0.18 $ 0.31
Pro forma weighted average common and
common stock equivalent shares
outstanding 4,091,034 4,091,034
In addition, the unaudited pro forma results for the three months and
the six months ended June 30, 1997 also reflect goodwill amortization
resulting from the acquisition of minority interests in foreign
subsidiaries, net of the elimination of the minority interest charge
reflected in the historical financial statements, as if the Exchange
had occurred on January 1, 1997. The goodwill resulting from the
Exchange, which totaled $1.3 million, is being amortized over 15
years.
Pro forma net earnings per common share was calculated by dividing pro
forma net earnings by the pro forma weighted average number of shares
of common stock and common stock equivalent shares outstanding during
the period calculated as if the Exchange had occurred on January 1,
1997.
- 8 -
<PAGE>
inTEST CORPORATION AND SUBSIDIARIES
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Overview
The Company designs, manufacturers and markets docking hardware and
test head manipulators, which are used with automatic test equipment ("ATE") by
semiconductor manufacturers during the testing of wafers and packaged devices.
The Company also designs and markets related ATE interface products including
high performance test sockets, interface boards and probing assemblies. The
Company's products are designed to improve the utilization and
cost-effectiveness of ATE (including testers, wafer probers and device handlers)
during the testing of linear, digital and mixed signal integrated circuits.
The Company's revenues have fluctuated generally as a result of
cyclicality in the semiconductor manufacturing industry. The Company believes
that purchases of the Company's docking hardware and manipulators are typically
made from its customers' capital expenditure budgets, while related ATE
interface products, which must be replaced periodically, are typically made from
its customers' operating budgets. When semiconductor manufacturing activity
generally slowed during much of 1996, many semiconductor manufacturers reduced
their capital expenditure budgets and, correspondingly, postponed or canceled
orders for ATE and related equipment. As a result, starting in the second
quarter of 1996 through the fourth quarter of 1996, orders for and sales of
docking hardware and manipulators declined substantially. During this same
period, orders for and sales of related ATE interface products also declined,
but to a lesser extent. Although the Company experienced increased orders for
and sales of all its products in the first six months of 1997 compared with the
last six months of 1996, the Company's revenues were substantially below the
record high revenues realized in the first six months of 1996.
On June 20, 1997 the Company completed an initial public offering of
2.275 million common shares through which the Company issued 1.82 million new
shares of common stock (the "offering"). Prior to the offering the Company was
an S corporation, and the net earnings of the Company were taxed as income to
the Company's stockholders for Federal and certain New Jersey state income tax
purposes. The Company terminated its status as an S corporation prior to the
closing of the offering and is subject to Federal and additional state income
taxes for periods after such termination.
Results of Operations
Six Months Ended June 30, 1997 Compared to Six Months Ended June 30, 1996 and
Three Months Ended June 30, 1997 Compared to Three Months Ended June 30, 1996
Revenues. Revenues were $8.5 million for the six months ended
June 30, 1997 compared to a record $11.1 million for the same period in 1996, a
decrease of $2.6 million or 24%. Revenues for the
- 9 -
<PAGE>
inTEST CORPORATION AND SUBSIDIARIES
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
three months ended June 30, 1997 were $4.6 million versus $5.0 million for the
same period in 1996, a decrease of $0.4 million or 8%. Revenues for both the
first six months and the second quarter of 1997, although down from the same
periods in 1996, reflect an increase in orders for the Company's products which
began early in 1997. The increase in order activity during 1997 is reflected in
the growth in the Company's backlog, which increased from $1.8 million at
December 31, 1996 to $4.5 million at June 30, 1997.
Gross Margin. Gross margin declined to 60% for the six months ended
June 30, 1997 from 68% for the same period in 1996. Similarly, the gross margin
for the three months ended June 30, 1997, declined to 60% from 66% for the
comparable prior period. These decreases were primarily attributable to a higher
percentage of sales to ATE manufacturers, which increased from approximately one
fifth of total sales in the comparable periods in 1996 to approximately one
third of total sales during these periods in 1997. Sales to ATE manufacturers
generally result in lower gross margin than direct sales to semiconductor
manufacturers because the Company offers larger sales discounts to ATE
manufacturers than on sales to semiconductor manufacturers for which the Company
may also pay sales commissions. While the Company believes that this shift in
customer mix is not indicative of a trend, it cannot reasonably predict future
shifts in the mix of sales. The reduced gross margin also reflects higher
incremental costs, due to lower manufacturing levels, and higher fixed costs
(principally rent, depreciation and salaries) during 1997 compared to the same
periods in 1996.
Selling Expense. Selling expense was $1.1 million for the six months
ended June 30, 1997 compared to $1.3 million for the same period in 1996, a
decrease of $0.2 million or 18%. The decrease was due principally to a decrease
in commissions and other variable expenses associated with lower sales activity
generally in these periods, as well as a decrease in commissions attributable to
the lower percentage of sales on which the Company pays commissions. This
decrease was offset by an increase in salary expense due to the allocation of
additional personnel costs to selling expense. Selling expense was $0.6 million
for each of the three month periods ended June 30, 1997 and 1996. The decrease
in commissions resulting from the lower level of sales to semiconductor
manufacturers during the three months ended June 30, 1997 was completely offset
by the allocation of additional personnel costs to selling expense.
Research and Development Expense. Research and development expense
was $0.8 million for the six months ended June 30, 1997 compared to $0.9 for the
comparable period in 1996, a decrease of $0.1 million or 9%. For the three
months ended June 30, 1997, research and development expense was $0.4 million
versus $0.5 million for the same period in 1996, a decrease of $0.1 million or
12%. These decreases were primarily due to reduced levels of spending on
research and development materials in 1997 as compared to 1996.
- 10 -
<PAGE>
inTEST CORPORATION AND SUBSIDIARIES
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
General and Administrative Expense. General and administrative
expense was $0.9 million for each of the six month periods ended June 30, 1997
and 1996 and $0.5 million for each of the three month periods ended June 30,
1997 and 1996. Increased compensation expense in 1997, related to additional
staff in accounting, MIS and finance, was offset by reduced expenditures for
legal matters related to the Company's patents.
Income Tax Expense. Income tax expense decreased to $0.4 million for
the six months ended June 30, 1997 from $0.6 for the comparable period in 1996,
a decrease of $0.2 million or 30%, primarily as a result of reduced operating
income on lower revenues, offset by an increase in the Company's effective tax
rate. The Company's effective tax rate was 19% for the first six months of 1997
compared to 14% for the same period in 1996. For the three months ended June 30,
1997, the Company's effective tax rate increased to 21% compared to 16% for the
comparable period in 1996. The increase in the effective tax rates were caused
primarily by a greater percentage of earnings before income taxes and minority
interest being attributable to the Company's Japanese subsidiary and to a lesser
extent to the accrual of Federal income tax on earnings subsequent to the
offering.
Liquidity and Capital Resources
The Company realized net cash proceeds of $11.6 million (after
payment of direct expenses of the offering) for the sale of 1.82 million newly
issued shares in the offering. The proceeds from the offering are expected to be
used for working capital, general corporate purposes and possible acquisitions
of businesses, technologies or products complementary to the Company's business.
Net cash provided from operations for the six months ended June 30,
1997 was $1.3 million. Accounts receivable increased $1.5 million from December
31, 1996 to June 30, 1997 due to increased sales generally and also due to an
increase in the percentage of consolidated sales by one of the Company's foreign
subsidiaries where trade practices permit longer credit terms. Other current
assets increased $0.2 million, primarily as a result of increases in prepaid
expenses such as insurance premiums. Accounts payable and accrued expenses
increased $0.9 million and $0.3 million, respectively, as a result of higher
sales and inventory levels.
In connection with the termination of the Company's status as an S
corporation, the Company paid a dividend of $3.4 million on June 23, 1997 to its
former S corporation shareholders which represented a partial payment of
previously taxed but undistributed retained earnings. The Company anticipates
that it will make a final distribution to its former S corporation shareholders
of the balance of previously taxed but undistributed retained earnings of
approximately $0.9 million before September 30, 1997.
- 11 -
<PAGE>
inTEST CORPORATION AND SUBSIDIARIES
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
Simultaneous with the offering, the Company acquired the 21%
minority interests in each of its three foreign subsidiaries in exchange for an
aggregate of 300,443 shares of the Company's common stock. This acquisition,
which was accounted for using the purchase method, created goodwill of
approximately $1.3 million, which will be amortized over a period of 15 years.
The Company believes that existing cash and cash equivalents, its
available line of credit and anticipated net cash provided by operations will be
sufficient to satisfy the Company's cash requirements for the foreseeable
future. However, if the Company were to make any acquisitions, the Company may
require additional equity or debt financing to meet working capital requirements
or capital expenditure needs. Although the Company has historically paid cash
dividends to its stockholders, the Company does not anticipate that it will pay
dividends in the foreseeable future, other than the final S corporation
distribution.
Statements of a forward-looking nature relating to future events or
the future financial performance of the Company are only predictions and may be
affected by various risks and uncertainties, including without limitation, the
effect of general economic and market conditions, industry market conditions,
changes in supply and demand for the Company's products, competitor pricing and
other factors. Actual events or results may be materially different.
- 12 -
<PAGE>
inTEST CORPORATION
Part II. Other Information
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Securities Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
3(i) Articles of Incorporation: Previously filed by the
Company as an Exhibit to the Company's Registration
Statement on Form S-1, File No. 333-26457, and
incorporated by reference.
3(ii) By-Laws: Previously filed by the Company as an Exhibit
to the Company's Registration Statement on Form S-1,
File No. 333-26457, and incorporated by reference.
27 Financial Data Schedule
(b) Reports on Form 8-K
None
- 13 -
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
inTEST Corporation
Date: August 13, 1997 /s/ Alyn R. Holt
- --------------------------------- -------------------------------------
Alyn R. Holt
Chairman and Chief Executive Officer
Date: August 13, 1997 /s/ Hugh T. Regan, Jr.
- ---------------------------------- -------------------------------------
Hugh T. Regan, Jr.
Treasurer and Chief Financial Officer
<PAGE>
Index to Exhibits
Item 6. Exhibits and Reports on Form 8-K
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001036262
<NAME> INTEST CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 11,000
<SECURITIES> 0
<RECEIVABLES> 3,462
<ALLOWANCES> 88
<INVENTORY> 1,404
<CURRENT-ASSETS> 16,168
<PP&E> 1,287
<DEPRECIATION> 748
<TOTAL-ASSETS> 18,170
<CURRENT-LIABILITIES> 3,798
<BONDS> 0
0
0
<COMMON> 59
<OTHER-SE> 14,176
<TOTAL-LIABILITY-AND-EQUITY> 18,170
<SALES> 8,507
<TOTAL-REVENUES> 8,507
<CGS> 3,438
<TOTAL-COSTS> 2,769
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8
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