Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 31, 2017 | |
Document Information [Line Items] | ||
Entity Registrant Name | INTEST CORP | |
Entity Central Index Key | 1,036,262 | |
Trading Symbol | intt | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Common Stock, Shares Outstanding (in shares) | 10,413,058 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 11,499 | $ 28,611 |
Trade accounts receivable, net of allowance for doubtful accounts of $146 and $146, respectively | 10,225 | 5,377 |
Inventories | 6,033 | 3,676 |
Prepaid expenses and other current assets | 714 | 342 |
Total current assets | 28,471 | 38,006 |
Property and equipment: | ||
Machinery and equipment | 4,993 | 4,383 |
Leasehold improvements | 730 | 603 |
Gross property and equipment | 5,723 | 4,986 |
Less: accumulated depreciation | (4,179) | (4,042) |
Net property and equipment | 1,544 | 944 |
Deferred tax assets | 1,110 | |
Goodwill | 13,738 | 1,706 |
Intangible assets, net | 16,259 | 875 |
Restricted certificates of deposit | 175 | 175 |
Other assets | 27 | 28 |
Total assets | 60,214 | 42,844 |
Current liabilities: | ||
Accounts payable | 2,363 | 1,368 |
Accrued wages and benefits | 2,218 | 1,588 |
Accrued rent | 530 | 572 |
Accrued professional fees | 682 | 419 |
Accrued sales commissions | 476 | 287 |
Customer deposits and deferred revenue | 1,111 | 74 |
Domestic and foreign income taxes payable | 1,087 | 575 |
Current portion of contingent consideration liability | ||
Other current liabilities | 400 | 173 |
Total current liabilities | 8,867 | 5,056 |
Deferred tax liabilities | 4,010 | |
Contingent consideration liability, net of current portion | 3,574 | |
Total liabilities | 16,451 | 5,056 |
Commitments and Contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value; 5,000,000 shares authorized; no shares issued or outstanding | ||
Common stock, $0.01 par value; 20,000,000 shares authorized; 10,444,135 and 10,394,018 shares issued, respectively | 104 | 104 |
Addtional paid-in capital | 25,808 | 25,578 |
Retained earnings | 17,212 | 11,671 |
Accumulated other comprehensive earnings | 843 | 639 |
Treasury stock, at cost; 33,077 and 33,077 shares, respectively | (204) | (204) |
Total stockholders' equity | 43,763 | 37,788 |
Total liabilities and stockholders' equity | $ 60,214 | $ 42,844 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Allowance for doubtful accounts | $ 146 | $ 146 |
Preferred stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Common stock, shares issued (in shares) | 10,444,135 | 10,394,018 |
Treasury stock, at cost, shares (in shares) | 33,077 | 33,077 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Net revenues | $ 17,352 | $ 10,823 | $ 47,420 | $ 29,955 |
Cost of revenues | 8,556 | 5,246 | 22,475 | 14,982 |
Gross margin | 8,796 | 5,577 | 24,945 | 14,973 |
Operating expenses: | ||||
Selling expense | 2,322 | 1,394 | 5,861 | 4,200 |
Engineering and product development expense | 1,139 | 905 | 3,056 | 2,878 |
General and administrative expense | 3,143 | 1,574 | 8,423 | 5,364 |
Adjustment to contingent consideration liability | (549) | 0 | (549) | |
Total operating expenses | 6,055 | 3,873 | 16,791 | 12,442 |
Operating income | 2,741 | 1,704 | 8,154 | 2,531 |
Other income | 100 | 17 | 195 | 63 |
Earnings before income tax expense | 2,841 | 1,721 | 8,349 | 2,594 |
Income tax expense | 823 | 631 | 2,808 | 937 |
Net earnings | $ 2,018 | $ 1,090 | $ 5,541 | $ 1,657 |
Net earnings per common share - basic (in dollars per share) | $ 0.20 | $ 0.11 | $ 0.54 | $ 0.16 |
Weighted average common shares outstanding - basic (in shares) | 10,288,325 | 10,295,447 | 10,276,682 | 10,327,095 |
Net earnings per common share - diluted (in dollars per share) | $ 0.19 | $ 0.11 | $ 0.54 | $ 0.16 |
Weighted average common shares and common share equivalents outstanding - diluted (in shares) | 10,351,009 | 10,318,715 | 10,327,080 | 10,344,747 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Earnings - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Net earnings | $ 2,018 | $ 1,090 | $ 5,541 | $ 1,657 |
Foreign currency translation adjustments | 21 | (6) | 204 | 35 |
Comprehensive earnings | $ 2,039 | $ 1,084 | $ 5,745 | $ 1,692 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - 9 months ended Sep. 30, 2017 - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Treasury Stock [Member] | Total |
Balance (in shares) at Dec. 31, 2016 | 10,394,018 | 10,394,018 | ||||
Balance at Dec. 31, 2016 | $ 104 | $ 25,578 | $ 11,671 | $ 639 | $ (204) | $ 37,788 |
Net earnings | 5,541 | 5,541 | ||||
Other comprehensive income | 204 | 204 | ||||
Amortization of deferred compensation related to stock-based awards | 292 | $ 292 | ||||
Issuance of unvested shares of restricted stock (in shares) | 64,000 | |||||
Repurchase and retirement of common stock (in shares) | (13,883) | (13,883) | ||||
Repurchase and retirement of common stock | (62) | $ (62) | ||||
Balance (in shares) at Sep. 30, 2017 | 10,444,135 | 10,444,135 | ||||
Balance at Sep. 30, 2017 | $ 104 | $ 25,808 | $ 17,212 | $ 843 | $ (204) | $ 43,763 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net earnings | $ 5,541 | $ 1,657 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 1,317 | 451 |
Adjustment to contingent consideration liability | (549) | |
Provision for excess and obsolete inventory | 161 | 184 |
Foreign exchange gain | (130) | (7) |
Amortization of deferred compensation related to stock-based awards | 292 | 222 |
(Gain) loss on sale of property and equipment | (4) | 3 |
Proceeds from sale of demonstration equipment, net of gain | 53 | 128 |
Deferred income tax expense (benefit) | (225) | 141 |
Changes in assets and liabilities: | ||
Trade accounts receivable | (1,060) | (2,252) |
Inventories | (581) | (57) |
Prepaid expenses and other current assets | (164) | 183 |
Restricted certificates of deposit | 125 | |
Other assets | 1 | |
Accounts payable | (426) | 343 |
Accrued wages and benefits | (18) | 47 |
Accrued rent | (42) | (100) |
Accrued professional fees | 177 | 64 |
Accrued sales commissions | 83 | 74 |
Customer deposits and deferred revenue | 302 | (74) |
Domestic and foreign income taxes payable | 472 | 523 |
Other current liabilities | (12) | 86 |
Net cash provided by operating activities | 5,188 | 1,741 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisition of business, net of cash acqured | (21,962) | |
Purchase of property and equipment | (435) | (282) |
Proceeds from sale of property and equipment | 35 | |
Net cash used in investing activities | (22,362) | (282) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repurchases of common stock | (62) | (841) |
Net cash used in financing activities | (62) | (841) |
Effects of exchange rates on cash | 124 | 17 |
Net cash provided by (used in) all activities | (17,112) | 635 |
Cash and cash equivalents at beginning of period | 28,611 | 25,710 |
Cash and cash equivalents at end of period | 11,499 | 26,345 |
Cash payments for: | ||
Domestic and foreign income taxes | 2,555 | 25 |
Goodwill resulting from acquisition | 12,032 | |
Net cash paid for acquisition | 21,962 | |
Ambrell [Member] | ||
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisition of business, net of cash acqured | (21,962) | |
Cash payments for: | ||
Fair value of assets acquired, net of cash | 22,652 | |
Liabilities assumed | (8,599) | |
Goodwill resulting from acquisition | 12,032 | |
Contingent consideration | (4,123) | |
Net cash paid for acquisition | $ 21,962 |
Note 1 - Nature of Operations
Note 1 - Nature of Operations | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Nature of Operations [Text Block] | ( 1 NATURE OF OPERATIONS We are an independent designer, manufacturer and marketer of thermal management products and semiconductor automatic 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 test 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. 2016, three two first 2016 3 10 December 31, 2016 March 27, 2017 ( "2016 10 January 1, 2017, two 2017. May 24, 2017, 3. not may may may not may not may not may |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | ( 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Use of Estimates The accompanying consolidated financial statements include our accounts and those of our wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated upon consolidation. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Certain of our accounts, including inventories, long-lived assets, goodwill, identifiable intangibles, contingent consideration liabilities and deferred tax assets and liabilities, including related valuation allowances, are particularly impacted by estimates. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position, results of operations, and changes in cash flows for the interim periods presented. Certain footnote information has been condensed or omitted from these consolidated financial statements. Therefore, these consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying footnotes included in our 2016 10 Reclassification Business Combinations third Fair Value Measurements three 3, 3 4 Inventories first first not not twelve three $161 $184 nine September 30, 2017 2016, Goodwill, Intangible and Long-Lived Assets We account for goodwill and intangible assets in accordance with Accounting Standards Codification ("ASC") 350 fourth may not two two not two not If we determine it is more-likely-than- not two two fourth not not no may not no Stock-Based Compensation 718 9. Subsequent Events We have made an assessment of our operations and determined that there were no nine September 30, 2017. Revenue Recognition third no not not six no Product Warranties Income Taxes not not Net Earnings Per Common Share Three Months Ended Sept ember 30, Nine Months Ended Sept ember 30, 2017 2016 2017 2016 Weighted average common shares outstanding - basic 10,288,325 10,295,447 10,276,682 10,327,095 Potentially dilutive securities: Unvested shares of restricted stock and stock options 62,684 23,268 50,398 17,652 Weighted average common shares and common share equivalents outstanding - diluted 10,351,009 10,318,715 10,327,080 10,344,747 Average number of potentially dilutive securities excluded from calculation 96,000 19,800 79,753 18,277 Effect of Recently Adopted Amendments to Authoritative Accounting Guidance In March 2016, 718 January 1, 2017. not July 2015, 330 first January 1, 2017. not Effect of Recently Issued Amendments to Authoritative Accounting Guidance May 2017, January 1, 2018. not January 2017, not January 1, 2020, January 1, 2017. not In January 2017, January 1, 2018, not November 2016, January 1, 2018, not February 2016, 842 12 January 1, 2019. May 2014, May, 2014, 606 August 2015, one January 1, 2018. January 1, 2017. January 1, 2018 fourth 2016, not |
Note 3 - Acquisition
Note 3 - Acquisition | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | ( 3 ACQUISITION On May 24, 2017, s our current thermal technologies and broadens our diverse customer base, allowing expansion within many non-ATE related markets, such as consumer product packaging, fiber-optics, automotive and other markets. $22,000 may 2017 2018, $880. 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 estimated fair values as of May 24, 2017. third The excess of the purchase price over the identifiable intangible and net tangible assets was allocated to goodwill and is not $26,733 Cash paid to acquire the capital stock of Ambrell $ 22,610 Estimated fair value of contingent consideration 4,123 Total purchase price $ 26,733 As noted above, the consideration paid for the acquisition of Ambrell includes contingent consideration in the form of earnouts based on the future adjusted EBITDA of Ambrell. Adjusted EBITDA is earnings (or loss) from operations before interest expense, benefit or provision for income taxes, depreciation and amortization, and excludes other non-recurring income and expense items as defined in the stock purchase agreement for Ambrell. The first 2017 8x 2017 $22,000 second 2018 8x 2018 $22,000 2017. 2017 2018 $18,000. $4,123, The total purchase price of $26,733 Goodwill $ 12,032 Identifiable intangible assets 16,300 Tangible assets acquired and liabilities assumed: Cash 648 Trade accounts receivable 3,621 Inventories 1,917 Other current assets 200 Property and equipment 614 Accounts payable (1,420 ) Accrued expenses (1,280 ) Customer advances (554 ) Deferred tax liability (5,345 ) Total purchase price $ 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: Fair Value Weighted Average Useful Life (in years) Finite-lived intangible assets: Customer relationships $ 9,000 9.0 Technology 600 9.0 Customer backlog 500 0.3 Total finite-lived intan gible assets 10,100 8.6 Indefinite-lived intangible assets: Trademarks 6,200 Total intangible assets $ 16,300 For the period from May 24, 2017 September 30, 2017, $6,925 earnings of $336, $549 third 2017. January 1, 2016. not may not Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net revenues $ 17,352 $ 15,458 $ 55,040 $ 44,225 Net earnings $ 2,291 $ 709 $ 6,452 $ 593 Diluted earnings per share $ 0.22 $ 0.07 $ 0.61 $ 0.06 The pro forma results shown above do not $8 80 $549 third 2017. |
Note 4 - Fair Value Measurement
Note 4 - Fair Value Measurements | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | ( 4 FAIR VALUE MEASUREMENTS ASC Topic 820 ASC 820 820 three 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 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. Recurring Fair Value Measurements The contingent consideration liability on our balance sheet is measured at fair value on a recurring basis using Level 3 May 24, 2017, 2017 2018, 3. 3 third 2017, $549 December 31, 2017. Amounts at Fair Value Measurement Using Fair Value Level 1 Level 2 Level 3 As of September 30, 2017 Contingent consideration liability $ 3,574 $ - $ - $ 3,574 Changes in the fair value of our Level 3 three nine September 30, 2017 Three Months Ended September 30, 2017 Nine Months Ended September 30, 2017 Balance at beginning of period $ 4,123 $ - Contingent consideration liability established in connection with the acquisition of Ambrell - 4,123 Fair value adjustment (549 ) (549 ) Balance at end of period $ 3,574 $ 3,574 |
Note 5 - Goodwill and Intangibl
Note 5 - Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | ( 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, January 2012 May 2017. Goodwill nine September 30, 2017 Sigma Thermonics Ambrell Total Balance - January 1, 2017 $ 1,656 $ 50 $ - $ 1,706 Acquisition of Ambrell - - 12,032 12,032 Balance - September 30, 2017 $ 1,656 $ 50 $ 12,032 $ 13,738 Intangible Assets Changes in the amount of the carrying value of finite-lived intangible assets for the nine September 30, 2017 Balance - January 1, 2017 $ 365 Acquisition of Ambrell 10,100 Amortization (916 ) Balance - September 30, 2017 $ 9,549 The following tables provide further detail about our intangible assets as of September 30, 2017 December 31, 2016: September 30, 2017 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite-lived intangible assets: Customer relationships $ 10,480 $ 1,640 $ 8,840 Technology 600 54 546 Patents 590 454 136 Software 270 243 27 Trade name 140 140 - Customer backlog 500 500 - Total finite-lived intangible assets 12,580 3,031 9,549 Indefinite-lived intangible assets: Trademarks 6,710 - 6,710 Total intangible assets $ 19,290 $ 3,031 $ 16,259 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite-lived intangible assets: Customer relationships $ 1,480 $ 1,328 $ 152 Patents 590 424 166 Software 270 223 47 Trade name 140 140 - Total finite-lived intangible assets 2,480 2,115 365 Indefinite-lived intangible assets: Sigma trademark 510 - 510 Total intangible assets $ 2,990 $ 2,115 $ 875 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 Total amortization expense for our finite-lived intangible assets was $916 $173, nine September 30, 2017 2016. five 2017 (remainder) $ 246 2018 $ 1,102 2019 $ 1,257 2020 $ 1,233 2021 $ 1,227 |
Note 6 - Major Customers
Note 6 - Major Customers | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Concentration Risk Disclosure [Text Block] | ( 6 MAJOR CUSTOMERS During the nine September 30, 2017 2016, 12% 11% both nine September 30, 2017 2016, one 11% 13% No 10% nine September 30, 2017 2016. |
Note 7 - Inventories
Note 7 - Inventories | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | ( 7 INVENTORIES Inventories held at September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016 Raw materials $ 3,892 $ 2,695 Work in process 1,013 728 Inventory consigned to others 72 81 Finished goods 1,056 172 Total inventories $ 6,033 $ 3,676 |
Note 8 - Debt
Note 8 - Debt | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | ( 8 DEBT Letters of Credit We have issued letters of credit as the security deposits for certain of our domestic leases. These letters of credit are secured by pledged certificates of deposit which are classified as Restricted Certificates of Deposit on our balance sheets. The terms of our leases require us to renew these letters of credit at least 30 not one September 30, 2017 December 31, 2016 L/C Lease Letters of Credit Amount Outstanding Original L/C Issue Date Expiration Date Expiration Date September 30, 2017 December 31, 2016 Mt. Laurel, NJ 3/29/2010 3/31/2018 4/30/2021 $ 125 $ 125 Mansfield, MA 10/27/2010 11/08/2018 8/23/2021 50 50 $ 175 $ 175 |
Note 9 - Stock-based Compensati
Note 9 - Stock-based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ( 9 STOCK-BASED COMPENSATION As of September 30, 2017, 12 2016 10 As of September 30, 2017, $691. 2.8 three nine September 30, 2017 2016, Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Cost of revenues $ 1 $ 2 $ 5 $ 7 Selling expense - 1 - 4 Engineering and product development expense 1 3 5 8 General and administrative expense 104 38 282 203 $ 106 $ 44 $ 292 $ 222 There was no nine September 30, 2017 2016. Restricted Stock Awards four January 2016, 22,500 100% June 2016. 2016 $98, March 2017, 22,500 25% 25% June 30, September 30, December 31, 2017. $143 2017. The following table summarizes the activity related to unvested shares of restricted stock for the nine September 30, 2017: Number of Shares Weighted Average Fair Value Unvested shares outstanding, January 1, 2017 97,025 $ 4.04 Granted 64,000 6.48 Vested (45,975 ) 4.70 Forfeited - - Unvested shares outstanding, September 30, 2017 115,050 5.13 The total fair value of the shares that vested during the nine September 30, 2017 2016 $290 $138, Stock Options No may ten four nine September 30, 2017 2016 2017 2016 Risk-free interest rate 2.14 % 1.30 % Dividend yield 0.00 % 0.00 % Expected common stock market price volatility factor .39 .40 Weighted average expected life of stock options (years) 6 4 The per share weighted average fair value of stock options issued during the nine September 30, 2017 2016 $2.64 $1.43, The following table summarizes the activity related to stock options for the nine September 30, 2017: Number of Shares Weighted Average Fair Value Options outstanding, January 1, 2017 (none exercisable) 19,800 $ 4.37 Granted 96,000 6.35 Exercised - - Forfeited - - Options outstanding, September 30, 2017 (4,950 exercisable) 115,800 6.01 |
Note 10 - Stock Repurchase Plan
Note 10 - Stock Repurchase Plan | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Stock Repurchase Plan [Text Block] | ( 10 STOCK REPURCHASE PLAN As discussed further in our 2016 Form 10 October 27, 2015, $5,000 10b 18 1934 "2015 2015 not may 2015 nine September 30, 2017 2016, 13,883 209,271 $62 $841, September 30, 2017, 297,020 $1,195 2015 |
Note 11 - Employee Benefit Plan
Note 11 - Employee Benefit Plans | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | ( 11 EMPLOYEE BENEFIT PLANS We have defined contribution 401 (“Temptronic”) and inTEST Silicon Valley Corporation who are at least 18 10% $5. four nine September 30, 2017 2016, $299 $311 one 100% 25% 2% September 30, 2017, $21. |
Note 12 - Segment Information
Note 12 - Segment Information | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | ( 12 SEGMENT INFORMATION As discussed in Note 1, 2016, three two January 1, 2017, two 2017. 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, 3. third Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net Revenues: Thermal $ 11,470 $ 6,641 $ 28,440 $ 17,429 EMS 5,882 4,182 18,980 12,526 $ 17,352 $ 10,823 $ 47,420 $ 29,955 Earnings (loss) before income tax expense (benefit): Thermal $ 1,539 $ 1,402 $ 4,735 $ 2,709 EMS 1,594 374 5,455 733 Corporate (292 ) (55 ) (1,841 ) (848 ) $ 2,841 $ 1,721 $ 8,349 $ 2,594 Net earnings (loss): Thermal $ 1,183 $ 888 $ 3,228 $ 1,737 EMS 1,021 236 3,471 469 Corporate (186 ) (34 ) (1,158 ) (549 ) $ 2,018 $ 1,090 $ 5,541 $ 1,657 September 30, 2017 December 31, 2016 Identifiable assets: Thermal $ 49,443 $ 19,893 EMS 10,771 22,951 $ 60,214 $ 42,844 The following table provides information about our geographic areas of operation. Net revenues from unaffiliated customers are based on the location to which the goods are shipped. Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net revenues: U.S. $ 4,746 $ 3,268 $ 12,212 $ 8,898 Foreign 12,606 7,555 35,208 21,057 $ 17,352 $ 10,823 $ 47,420 $ 29,955 September 30, 2017 December 31, 2016 Property and equipment: U.S. $ 1,003 $ 691 Foreign 541 253 $ 1,544 $ 944 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis Of Presentation And Use Of Estimates [Policy Text Block] | Basis of Presentation and Use of Estimates The accompanying consolidated financial statements include our accounts and those of our wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated upon consolidation. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Certain of our accounts, including inventories, long-lived assets, goodwill, identifiable intangibles, contingent consideration liabilities and deferred tax assets and liabilities, including related valuation allowances, are particularly impacted by estimates. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position, results of operations, and changes in cash flows for the interim periods presented. Certain footnote information has been condensed or omitted from these consolidated financial statements. Therefore, these consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying footnotes included in our 2016 10 |
Reclassification, Policy [Policy Text Block] | Reclassification |
Business Combinations Policy [Policy Text Block] | Business Combinations third |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurements three 3, 3 4 |
Inventory, Policy [Policy Text Block] | Inventories first first not not twelve three $161 $184 nine September 30, 2017 2016, |
Goodwill Intangible And Long Lived Assets [Policy Text Block] | Goodwill, Intangible and Long-Lived Assets We account for goodwill and intangible assets in accordance with Accounting Standards Codification ("ASC") 350 fourth may not two two not two not If we determine it is more-likely-than- not two two fourth not not no may not no |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation 718 9. |
Subsequent Events, Policy [Policy Text Block] | Subsequent Events We have made an assessment of our operations and determined that there were no nine September 30, 2017. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition third no not not six no |
Standard Product Warranty, Policy [Policy Text Block] | Product Warranties |
Income Tax, Policy [Policy Text Block] | Income Taxes not not |
Earnings Per Share, Policy [Policy Text Block] | Net Earnings Per Common Share Three Months Ended Sept ember 30, Nine Months Ended Sept ember 30, 2017 2016 2017 2016 Weighted average common shares outstanding - basic 10,288,325 10,295,447 10,276,682 10,327,095 Potentially dilutive securities: Unvested shares of restricted stock and stock options 62,684 23,268 50,398 17,652 Weighted average common shares and common share equivalents outstanding - diluted 10,351,009 10,318,715 10,327,080 10,344,747 Average number of potentially dilutive securities excluded from calculation 96,000 19,800 79,753 18,277 |
New Accounting Pronouncements, Policy [Policy Text Block] | Effect of Recently Adopted Amendments to Authoritative Accounting Guidance In March 2016, 718 January 1, 2017. not July 2015, 330 first January 1, 2017. not Effect of Recently Issued Amendments to Authoritative Accounting Guidance May 2017, January 1, 2018. not January 2017, not January 1, 2020, January 1, 2017. not In January 2017, January 1, 2018, not November 2016, January 1, 2018, not February 2016, 842 12 January 1, 2019. May 2014, May, 2014, 606 August 2015, one January 1, 2018. January 1, 2017. January 1, 2018 fourth 2016, not |
Note 2 - Summary of Significa21
Note 2 - Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Notes Tables | |
Schedule of Weighted Average Number of Shares [Table Text Block] | Three Months Ended Sept ember 30, Nine Months Ended Sept ember 30, 2017 2016 2017 2016 Weighted average common shares outstanding - basic 10,288,325 10,295,447 10,276,682 10,327,095 Potentially dilutive securities: Unvested shares of restricted stock and stock options 62,684 23,268 50,398 17,652 Weighted average common shares and common share equivalents outstanding - diluted 10,351,009 10,318,715 10,327,080 10,344,747 Average number of potentially dilutive securities excluded from calculation 96,000 19,800 79,753 18,277 |
Note 3 - Acquisition (Tables)
Note 3 - Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Notes Tables | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Cash paid to acquire the capital stock of Ambrell $ 22,610 Estimated fair value of contingent consideration 4,123 Total purchase price $ 26,733 Goodwill $ 12,032 Identifiable intangible assets 16,300 Tangible assets acquired and liabilities assumed: Cash 648 Trade accounts receivable 3,621 Inventories 1,917 Other current assets 200 Property and equipment 614 Accounts payable (1,420 ) Accrued expenses (1,280 ) Customer advances (554 ) Deferred tax liability (5,345 ) Total purchase price $ 26,733 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | Fair Value Weighted Average Useful Life (in years) Finite-lived intangible assets: Customer relationships $ 9,000 9.0 Technology 600 9.0 Customer backlog 500 0.3 Total finite-lived intan gible assets 10,100 8.6 Indefinite-lived intangible assets: Trademarks 6,200 Total intangible assets $ 16,300 |
Business Acquisition, Pro Forma Information [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net revenues $ 17,352 $ 15,458 $ 55,040 $ 44,225 Net earnings $ 2,291 $ 709 $ 6,452 $ 593 Diluted earnings per share $ 0.22 $ 0.07 $ 0.61 $ 0.06 |
Note 4 - Fair Value Measureme23
Note 4 - Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Notes Tables | |
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] | Amounts at Fair Value Measurement Using Fair Value Level 1 Level 2 Level 3 As of September 30, 2017 Contingent consideration liability $ 3,574 $ - $ - $ 3,574 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Three Months Ended September 30, 2017 Nine Months Ended September 30, 2017 Balance at beginning of period $ 4,123 $ - Contingent consideration liability established in connection with the acquisition of Ambrell - 4,123 Fair value adjustment (549 ) (549 ) Balance at end of period $ 3,574 $ 3,574 |
Note 5 - Goodwill and Intangi24
Note 5 - Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Notes Tables | |
Schedule of Goodwill [Table Text Block] | Sigma Thermonics Ambrell Total Balance - January 1, 2017 $ 1,656 $ 50 $ - $ 1,706 Acquisition of Ambrell - - 12,032 12,032 Balance - September 30, 2017 $ 1,656 $ 50 $ 12,032 $ 13,738 |
Schedule of Carrying Value of Finite-lived Intangible Assets [Table Text Block] | Balance - January 1, 2017 $ 365 Acquisition of Ambrell 10,100 Amortization (916 ) Balance - September 30, 2017 $ 9,549 |
Schedule Of Intangible Assets [Table Text Block] | September 30, 2017 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite-lived intangible assets: Customer relationships $ 10,480 $ 1,640 $ 8,840 Technology 600 54 546 Patents 590 454 136 Software 270 243 27 Trade name 140 140 - Customer backlog 500 500 - Total finite-lived intangible assets 12,580 3,031 9,549 Indefinite-lived intangible assets: Trademarks 6,710 - 6,710 Total intangible assets $ 19,290 $ 3,031 $ 16,259 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite-lived intangible assets: Customer relationships $ 1,480 $ 1,328 $ 152 Patents 590 424 166 Software 270 223 47 Trade name 140 140 - Total finite-lived intangible assets 2,480 2,115 365 Indefinite-lived intangible assets: Sigma trademark 510 - 510 Total intangible assets $ 2,990 $ 2,115 $ 875 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | 2017 (remainder) $ 246 2018 $ 1,102 2019 $ 1,257 2020 $ 1,233 2021 $ 1,227 |
Note 7 - Inventories (Tables)
Note 7 - Inventories (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | September 30, 2017 December 31, 2016 Raw materials $ 3,892 $ 2,695 Work in process 1,013 728 Inventory consigned to others 72 81 Finished goods 1,056 172 Total inventories $ 6,033 $ 3,676 |
Note 8 - Debt (Tables)
Note 8 - Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Notes Tables | |
Schedule Of Outstanding Letters Of Credit [Table Text Block] | L/C Lease Letters of Credit Amount Outstanding Original L/C Issue Date Expiration Date Expiration Date September 30, 2017 December 31, 2016 Mt. Laurel, NJ 3/29/2010 3/31/2018 4/30/2021 $ 125 $ 125 Mansfield, MA 10/27/2010 11/08/2018 8/23/2021 50 50 $ 175 $ 175 |
Note 9 - Stock-based Compensa27
Note 9 - Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Notes Tables | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Cost of revenues $ 1 $ 2 $ 5 $ 7 Selling expense - 1 - 4 Engineering and product development expense 1 3 5 8 General and administrative expense 104 38 282 203 $ 106 $ 44 $ 292 $ 222 |
Schedule of Nonvested Share Activity [Table Text Block] | Number of Shares Weighted Average Fair Value Unvested shares outstanding, January 1, 2017 97,025 $ 4.04 Granted 64,000 6.48 Vested (45,975 ) 4.70 Forfeited - - Unvested shares outstanding, September 30, 2017 115,050 5.13 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 2017 2016 Risk-free interest rate 2.14 % 1.30 % Dividend yield 0.00 % 0.00 % Expected common stock market price volatility factor .39 .40 Weighted average expected life of stock options (years) 6 4 |
Share-based Compensation, Stock Options, Activity [Table Text Block] | Number of Shares Weighted Average Fair Value Options outstanding, January 1, 2017 (none exercisable) 19,800 $ 4.37 Granted 96,000 6.35 Exercised - - Forfeited - - Options outstanding, September 30, 2017 (4,950 exercisable) 115,800 6.01 |
Note 12 - Segment Information (
Note 12 - Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net Revenues: Thermal $ 11,470 $ 6,641 $ 28,440 $ 17,429 EMS 5,882 4,182 18,980 12,526 $ 17,352 $ 10,823 $ 47,420 $ 29,955 Earnings (loss) before income tax expense (benefit): Thermal $ 1,539 $ 1,402 $ 4,735 $ 2,709 EMS 1,594 374 5,455 733 Corporate (292 ) (55 ) (1,841 ) (848 ) $ 2,841 $ 1,721 $ 8,349 $ 2,594 Net earnings (loss): Thermal $ 1,183 $ 888 $ 3,228 $ 1,737 EMS 1,021 236 3,471 469 Corporate (186 ) (34 ) (1,158 ) (549 ) $ 2,018 $ 1,090 $ 5,541 $ 1,657 |
Revenue from External Customers by Geographic Areas [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net revenues: U.S. $ 4,746 $ 3,268 $ 12,212 $ 8,898 Foreign 12,606 7,555 35,208 21,057 $ 17,352 $ 10,823 $ 47,420 $ 29,955 |
Long-lived Assets by Geographic Areas [Table Text Block] | September 30, 2017 December 31, 2016 Property and equipment: U.S. $ 1,003 $ 691 Foreign 541 253 $ 1,544 $ 944 |
Asset [Member] | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | September 30, 2017 December 31, 2016 Identifiable assets: Thermal $ 49,443 $ 19,893 EMS 10,771 22,951 $ 60,214 $ 42,844 |
Note 1 - Nature of Operations (
Note 1 - Nature of Operations (Details Textual) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Number of Reportable Segments | 2 | 3 |
Note 2 - Summary of Significa30
Note 2 - Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Inventory Write-down | $ 161 | $ 184 |
Thermal Products and Mechanical Products [Member] | ||
Equipment Leased To Customers Initial Term | 180 days |
Note 2 - Summary of Significa31
Note 2 - Summary of Significant Accounting Policies - Weighted Average Common Shares (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Weighted average common shares outstanding - basic (in shares) | 10,288,325 | 10,295,447 | 10,276,682 | 10,327,095 |
Potentially dilutive securities: | ||||
Unvested shares of restricted stock and stock options (in shares) | 62,684 | 23,268 | 50,398 | 17,652 |
Weighted average common shares and common share equivalents outstanding - diluted (in shares) | 10,351,009 | 10,318,715 | 10,327,080 | 10,344,747 |
Average number of potentially dilutive securities excluded from calculation (in shares) | 96,000 | 19,800 | 79,753 | 18,277 |
Note 3 - Acquisition (Details T
Note 3 - Acquisition (Details Textual) - USD ($) $ in Thousands | May 24, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ (549) | $ 0 | $ (549) | |||
Ambrell [Member] | ||||||
Payments to Acquire Businesses, Gross | $ 22,610 | |||||
Business Acquisition, Transaction Costs | 880 | |||||
Business Combination, Consideration Transferred | 26,733 | |||||
Business Combination, Contingent Consideration, Liability | 4,123 | |||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ 6,925 | |||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | $ 336 | |||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ (549) | |||||
Ambrell [Member] | Aggregate Total Payout [Member] | ||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 18,000 |
Note 3 - Acquisition - Purchase
Note 3 - Acquisition - Purchase Price (Details) - USD ($) $ in Thousands | May 24, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Goodwill | $ 13,738 | $ 1,706 | ||
Ambrell [Member] | ||||
Cash paid to acquire the capital stock of Ambrell | $ 22,610 | |||
Estimated fair value of contingent consideration | 4,123 | 4,123 | ||
Total purchase price | 26,733 | |||
Goodwill | 12,032 | $ 12,032 | ||
Identifiable intangible assets | 16,300 | |||
Cash | 648 | |||
Trade accounts receivable | 3,621 | |||
Inventories | 1,917 | |||
Other current assets | 200 | |||
Property and equipment | 614 | |||
Accounts payable | (1,420) | |||
Accrued expenses | (1,280) | |||
Customer advances | (554) | |||
Deferred tax liability | (5,345) | |||
Total purchase price | $ 26,733 |
Note 3 - Acquisition - Intangib
Note 3 - Acquisition - Intangible Assets Acquired (Details) - USD ($) $ in Thousands | May 24, 2017 | Sep. 30, 2017 |
Finite-lived intangible assets | $ 10,100 | |
Acquisition of Ambrell | $ 10,100 | |
Ambrell [Member] | ||
Finite-lived intangible assets | $ 10,100 | |
Finite-lived intangible assets, weighted average estimated useful life (Year) | 8 years 219 days | |
Acquisition of Ambrell | $ 10,100 | |
Identifiable intangible assets | 16,300 | |
Ambrell [Member] | Trademarks [Member] | ||
Indefinite-lived intangible assets | 6,200 | |
Ambrell [Member] | Customer Relationships [Member] | ||
Finite-lived intangible assets | $ 9,000 | |
Finite-lived intangible assets, weighted average estimated useful life (Year) | 9 years | |
Acquisition of Ambrell | $ 9,000 | |
Ambrell [Member] | Patented Technology [Member] | ||
Finite-lived intangible assets | $ 600 | |
Finite-lived intangible assets, weighted average estimated useful life (Year) | 9 years | |
Acquisition of Ambrell | $ 600 | |
Ambrell [Member] | Order or Production Backlog [Member] | ||
Finite-lived intangible assets | $ 500 | |
Finite-lived intangible assets, weighted average estimated useful life (Year) | 109 days | |
Acquisition of Ambrell | $ 500 |
Note 3 - Acquisition - Proforma
Note 3 - Acquisition - Proforma Information (Details) - Ambrell [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Net revenues | $ 17,352 | $ 15,458 | $ 55,040 | $ 44,225 |
Net earnings | $ 2,291 | $ 709 | $ 6,452 | $ 593 |
Diluted earnings per share (in dollars per share) | $ 0.22 | $ 0.07 | $ 0.61 | $ 0.06 |
Note 4 - Fair Value Measureme36
Note 4 - Fair Value Measurements (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ (549) | $ 0 | $ (549) | |
Ambrell [Member] | ||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ (549) |
Note 4 - Fair Value Measureme37
Note 4 - Fair Value Measurements - Liabilities Measured on a Recurring Basis (Details) - Fair Value, Measurements, Recurring [Member] $ in Thousands | Sep. 30, 2017USD ($) |
Contingent consideration liability | $ 3,574 |
Fair Value, Inputs, Level 1 [Member] | |
Contingent consideration liability | |
Fair Value, Inputs, Level 2 [Member] | |
Contingent consideration liability | |
Fair Value, Inputs, Level 3 [Member] | |
Contingent consideration liability | $ 3,574 |
Note 4 - Fair Value Measureme38
Note 4 - Fair Value Measurements - Change in Fair Value of Contingent Consideration Liability (Details) - Contingent Consideration Liability [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2017 | Sep. 30, 2017 | |
Balance at beginning of period | $ 4,123 | |
Contingent consideration liability established in connection with the acquisition of Ambrell | 4,123 | |
Fair value adjustment | (549) | (549) |
Balance at end of period | $ 3,574 | $ 3,574 |
Note 5 - Goodwill and Intangi39
Note 5 - Goodwill and Intangible Assets (Details Textual) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Amortization of Intangible Assets | $ 916 | $ 173 |
Note 5 - Goodwill and Intangi40
Note 5 - Goodwill and Intangible Assets - Changes in the Amount of the Carrying Value of Goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Balance | $ 1,706 | |
Acquisition of Ambrell | 12,032 | |
Balance | 13,738 | |
Sigma [Member] | ||
Balance | 1,656 | |
Balance | 1,656 | |
Thermonics [Member] | ||
Balance | 50 | |
Balance | 50 | |
Ambrell [Member] | ||
Balance | ||
Acquisition of Ambrell | 12,032 | |
Balance | $ 12,032 |
Note 5 - Goodwill and Intangi41
Note 5 - Goodwill and Intangible Assets - Changes in the Amount of the Carrying Value of Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Balance | $ 365 | |
Acquisition of Ambrell | 10,100 | |
Amortization | (916) | $ (173) |
Balance | $ 9,549 |
Note 5 - Goodwill and Intangi42
Note 5 - Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Finite-lived, Gross Carrying Amount | $ 12,580 | $ 2,480 |
Finite-lived, Accumulated Amortization | 3,031 | 2,115 |
Net Carrying Amount | 9,549 | 365 |
Intangible Assets, Gross Carrying Amount | 19,290 | 2,990 |
Net Carrying Amount | 16,259 | 875 |
Trademarks [Member] | ||
Indefinite-lived, Gross Carrying Amount | 6,710 | 510 |
Net Carrying Amount | 6,710 | 510 |
Indefinite-lived, Gross Carrying Amount | 6,710 | 510 |
Customer Relationships [Member] | ||
Finite-lived, Gross Carrying Amount | 10,480 | 1,480 |
Finite-lived, Accumulated Amortization | 1,640 | 1,328 |
Net Carrying Amount | 8,840 | 152 |
Patented Technology [Member] | ||
Finite-lived, Gross Carrying Amount | 600 | |
Finite-lived, Accumulated Amortization | 54 | |
Net Carrying Amount | 546 | |
Patents [Member] | ||
Finite-lived, Gross Carrying Amount | 590 | 590 |
Finite-lived, Accumulated Amortization | 454 | 424 |
Net Carrying Amount | 136 | 166 |
Computer Software, Intangible Asset [Member] | ||
Finite-lived, Gross Carrying Amount | 270 | 270 |
Finite-lived, Accumulated Amortization | 243 | 223 |
Net Carrying Amount | 27 | 47 |
Trade Names [Member] | ||
Finite-lived, Gross Carrying Amount | 140 | 140 |
Finite-lived, Accumulated Amortization | 140 | 140 |
Net Carrying Amount | ||
Order or Production Backlog [Member] | ||
Finite-lived, Gross Carrying Amount | 500 | |
Finite-lived, Accumulated Amortization | 500 | |
Net Carrying Amount |
Note 5 - Goodwill and Intangi43
Note 5 - Goodwill and Intangible Assets - Future Amortization Expense (Details) $ in Thousands | Sep. 30, 2017USD ($) |
2017 (remainder) | $ 246 |
2,018 | 1,102 |
2,019 | 1,257 |
2,020 | 1,233 |
2,021 | $ 1,227 |
Note 6 - Major Customers (Detai
Note 6 - Major Customers (Details Textual) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Number of Operating Segments | 2 | |
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Texas Instruments Incorporated [Member] | ||
Concentration Risk, Percentage | 12.00% | 11.00% |
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Hakuto Co Ltd [Member] | ||
Concentration Risk, Percentage | 11.00% | 13.00% |
Note 7 - Inventories - Inventor
Note 7 - Inventories - Inventories Held (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Raw materials | $ 3,892 | $ 2,695 |
Work in process | 1,013 | 728 |
Inventory consigned to others | 72 | 81 |
Finished goods | 1,056 | 172 |
Total inventories | $ 6,033 | $ 3,676 |
Note 8 - Debt - Outstanding Let
Note 8 - Debt - Outstanding Letters of Credit (Details) - Letter of Credit [Member] - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Letters of Credit Amount Outstanding | $ 175 | $ 175 |
Mt Laurel [Member] | ||
Line of Credit, Issue Date | Mar. 29, 2010 | |
Line of Credit, ExpirationDate | Mar. 31, 2018 | |
Lease Expiration Date | Apr. 30, 2021 | |
Letters of Credit Amount Outstanding | $ 125 | 125 |
Mansfield [Member] | ||
Line of Credit, Issue Date | Oct. 27, 2010 | |
Line of Credit, ExpirationDate | Nov. 8, 2018 | |
Lease Expiration Date | Aug. 23, 2021 | |
Letters of Credit Amount Outstanding | $ 50 | $ 50 |
Note 9 - Stock-based Compensa47
Note 9 - Stock-based Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 10 Months Ended | |||
Mar. 31, 2017 | Jan. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2017 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 691 | $ 691 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 292 days | ||||||
Restricted Stock [Member] | |||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs, Capitalized Amount | $ 0 | $ 0 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 64,000 | ||||||
Allocated Share-based Compensation Expense | $ 106 | $ 44 | $ 292 | 222 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 290 | $ 138 | |||||
Restricted Stock [Member] | Independent Directors [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 22,500 | 22,500 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 100.00% | ||||||
Allocated Share-based Compensation Expense | $ 98 | ||||||
Restricted Stock [Member] | Independent Directors [Member] | Scenario, Forecast [Member] | |||||||
Allocated Share-based Compensation Expense | $ 143 | ||||||
Restricted Stock [Member] | Independent Directors [Member] | Share-based Compensation Award, Tranche One [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | ||||||
Restricted Stock [Member] | Independent Directors [Member] | Share-based Compensation Award, Tranche Two [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | ||||||
Restricted Stock [Member] | Independent Directors [Member] | Share-based Compensation Award, Tranche Three [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | ||||||
Restricted Stock [Member] | Independent Directors [Member] | Share-based Compensation Award, Tranche Four [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | ||||||
Employee Stock Option [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 2.64 | $ 1.43 |
Note 9 - Stock-based Compensa48
Note 9 - Stock-based Compensation - Allocation of Share-based Compensation Expense (Details) - Restricted Stock [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Allocated Share-based Compensation Expense | $ 106 | $ 44 | $ 292 | $ 222 |
Cost of Sales [Member] | ||||
Allocated Share-based Compensation Expense | 1 | 2 | 5 | 7 |
Selling and Marketing Expense [Member] | ||||
Allocated Share-based Compensation Expense | 1 | 4 | ||
Research and Development Expense [Member] | ||||
Allocated Share-based Compensation Expense | 1 | 3 | 5 | 8 |
General and Administrative Expense [Member] | ||||
Allocated Share-based Compensation Expense | $ 104 | $ 38 | $ 282 | $ 203 |
Note 9 - Stock-based Compensa49
Note 9 - Stock-based Compensation - Nonvested Shares (Details) - Restricted Stock [Member] | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Unvested shares outstanding (in shares) | shares | 97,025 |
Unvested shares outstanding (in dollars per share) | $ / shares | $ 4.04 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 64,000 |
Granted (in dollars per share) | $ / shares | $ 6.48 |
Vested (in shares) | shares | (45,975) |
Vested (in dollars per share) | $ / shares | $ 4.70 |
Forfeited (in shares) | shares | |
Forfeited (in dollars per share) | $ / shares | |
Unvested shares outstanding (in shares) | shares | 115,050 |
Unvested shares outstanding (in dollars per share) | $ / shares | $ 5.13 |
Note 9 - Stock-based Compensa50
Note 9 - Stock-based Compensation - Stock Options Valuation Assumptions (Details) - Employee Stock Option [Member] | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Risk-free interest rate | 2.14% | 1.30% |
Dividend yield | 0.00% | 0.00% |
Expected common stock market price volatility factor | 0.39% | 0.40% |
Weighted average expected life of stock options (years) (Year) | 6 years | 4 years |
Note 9 - Stock-based Compensa51
Note 9 - Stock-based Compensation - Stock Option Activity (Details) | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Options outstanding, Number of shares (in shares) | shares | 19,800 |
Options outstanding, Weighted average grant date fair value (in dollars per share) | $ / shares | $ 4.37 |
Granted, Number of shares (in shares) | shares | 96,000 |
Granted, Weighted average grant date fair value (in dollars per share) | $ / shares | $ 6.35 |
Options outstanding, Number of shares (in shares) | shares | 115,800 |
Options outstanding, Weighted average grant date fair value (in dollars per share) | $ / shares | $ 6.01 |
Note 9 - Stock-based Compensa52
Note 9 - Stock-based Compensation - Stock Option Activity (Details) (Parentheticals) - shares | Sep. 30, 2017 | Dec. 31, 2016 |
Options exercisable (in shares) | 4,950 | 0 |
Note 10 - Stock Repurchase Pl53
Note 10 - Stock Repurchase Plan (Details Textual) - USD ($) $ in Thousands | 9 Months Ended | 23 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Oct. 27, 2015 | |
Stock Repurchase Program, Authorized Amount | $ 5,000 | |||
Stock Repurchased and Retired During Period, Shares | 13,883 | 209,271 | 297,020 | |
Stock Repurchased and Retired During Period, Value | $ 62 | $ 841 | $ 1,195 |
Note 11 - Employee Benefit Pl54
Note 11 - Employee Benefit Plans (Details Textual) - USD ($) $ in Thousands | 4 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | |
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 10.00% | ||
Defined Contribution Plan Maximum Annual Employer Matching Contribution Per Emplyee Amount | $ 5 | ||
Defined Contribution Plan Employer Matching Contribution Vesting Period | 4 years | ||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 299 | $ 311 | |
The Ambrell Plan [Member] | |||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 2.00% | ||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 21 | ||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 100.00% | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 25.00% |
Note 12 - Segment Information55
Note 12 - Segment Information (Details Textual) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Number of Reportable Segments | 2 | 3 |
Note 12 - Segment Information -
Note 12 - Segment Information - Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Net revenues | $ 17,352 | $ 10,823 | $ 47,420 | $ 29,955 |
Earnings before income tax expense | 2,841 | 1,721 | 8,349 | 2,594 |
Net earnings | 2,018 | 1,090 | 5,541 | 1,657 |
Corporate, Non-Segment [Member] | ||||
Earnings before income tax expense | (292) | (55) | (1,841) | (848) |
Net earnings | (186) | (34) | (1,158) | (549) |
Thermal Products [Member] | Operating Segments [Member] | ||||
Net revenues | 11,470 | 6,641 | 28,440 | 17,429 |
Earnings before income tax expense | 1,539 | 1,402 | 4,735 | 2,709 |
Net earnings | 1,183 | 888 | 3,228 | 1,737 |
EMS [Member] | Operating Segments [Member] | ||||
Net revenues | 5,882 | 4,182 | 18,980 | 12,526 |
Earnings before income tax expense | 1,594 | 374 | 5,455 | 733 |
Net earnings | $ 1,021 | $ 236 | $ 3,471 | $ 469 |
Note 12 - Segment Information57
Note 12 - Segment Information - Identifiable Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Identifiable assets: | ||
Identifiable Assets | $ 60,214 | $ 42,844 |
Thermal Products [Member] | ||
Identifiable assets: | ||
Identifiable Assets | 49,443 | 19,893 |
EMS [Member] | ||
Identifiable assets: | ||
Identifiable Assets | $ 10,771 | $ 22,951 |
Note 12 - Segment Information58
Note 12 - Segment Information - Net Revenue From Unaffiliated Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues | $ 17,352 | $ 10,823 | $ 47,420 | $ 29,955 |
UNITED STATES | ||||
Revenues | 4,746 | 3,268 | 12,212 | 8,898 |
Foreign [Member] | ||||
Revenues | $ 12,606 | $ 7,555 | $ 35,208 | $ 21,057 |
Note 12 - Segment Information59
Note 12 - Segment Information - Long-lived Assets by Geographical Area (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Property and Equipment | $ 1,544 | $ 944 |
UNITED STATES | ||
Property and Equipment | 1,003 | 691 |
Foreign [Member] | ||
Property and Equipment | $ 541 | $ 253 |