0001437749-21-012074 | 10-Q | XBRL Viewer

Subsequent Events [Text Block]

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SUBSEQUENT EVENTS

April 10, 2021,

we amended our Agreement with M&T, with the execution of the Second Amendment to the Agreement (the “Second Amendment”). Under the terms of the Second Amendment, the maximum amount available under the revolving credit facility was increased from

$7,500

$10,000,

and an unused facility fee of

fifteen

basis points per annum was added. This facility was amended to provide us with additional liquidity to operate our business, if needed. This facility will mature on

April

2024.

Note 10 - Stock-based Compensation Plan - Stock Options Valuation Assumptions (Details) - Share-based Payment Arrangement, Option [Member]	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Risk-free interest rate	1.00%	0.48%
Dividend yield	0.00%	0.00%
Expected common stock market price volatility factor	0.49%	0.43%
Weighted average expected life of stock options (years) (Year)	6 years 91 days	6 years 91 days

Note 4 - Goodwill and Intangible Assets (Details Textual) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021 USD ($)	Mar. 31, 2020 USD ($)	Dec. 31, 2020 USD ($)
Number of Operating Segments	2		2
Goodwill, Ending Balance	$ 13,738		$ 13,738
Amortization of Intangible Assets, Total	$ 304	$ 311

Note 10 - Stock-based Compensation

3 Months Ended

Mar. 31, 2021

Share-based Payment Arrangement [Text Block]

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STOCK-BASED COMPENSATION

As of

March 31, 2021,

we had unvested restricted stock awards and stock options outstanding which were granted under stock-based compensation plans that are described more fully in Note

to the consolidated financial statements in our

2020

Form

-K.

Our unvested restricted stock awards and stock options are accounted for based on their grant date fair value. As of

March 31, 2021,

total compensation expense to be recognized in future periods is

$2,787.

The weighted average period over which this expense is expected to be recognized is

2.8

years. The following table shows the allocation of the compensation expense we recorded during the

three

months ended

March 31, 2021

and

2020,

respectively, related to stock-based compensation:

	Three Months Ended March 31,
	2021		2020
Cost of revenues	$	-	$	-
Selling expense		3		3
Engineering and product development expense		10		10
General and administrative expense		256		174
	$	269	$	187

There was

stock-based compensation expense capitalized in the

three

months ended

March 31, 2021

2020.

Restricted Stock Awards

We record compensation expense for restricted stock awards based on the quoted market price of our stock at the grant date and amortize the expense over the vesting period. Restricted stock awards generally vest over

four

years for employees and over

one

year for our independent directors (

25%

at each of

March 31,

June 30,

September 30,

and

December 31

of the year in which they were granted).

August 24, 2020,

our new President and CEO received

two

restricted stock awards totaling

141,610

shares valued at

$650

as of the date of grant, which was also his hire date. Of the total shares awarded,

66,448

shares vest over

years (

25%

at each anniversary) and

75,162

vest on the

third

anniversary of the grant date at a vesting percentage that could range from

150%

of the number of shares awarded on

August 24, 2020.

The final vesting percentage will be based on the achievement of certain performance metrics, including net revenue compound annual growth rate and diluted earnings per share excluding amortization of intangibles, for specified time periods as determined by the Compensation Committee of our Board of Directors. As of

March 31, 2021,

we have estimated that these shares will vest at

100%

of the original amount awarded and are recording expense based on this estimate on a straight-line basis over the

three

-year vesting period. Our estimate of the final expected vesting percentage is reassessed and adjusted, as needed, at the end of each reporting period.

March 10, 2021

we issued restricted stock awards totaling

18,000

shares to members of the senior management within our operating segments. These shares will vest on the

third

anniversary of the grant date at a vesting percentage that could range from

150%

of the number of shares awarded on

March 10, 2021.

The final vesting percentage will be based on the achievement of certain performance metrics related to the operating results of the business units for which these members of management are responsible. As of

March 31, 2021,

we have estimated that these shares will vest at

100%

of the original amount awarded and are recording expense based on this estimate on a straight-line basis over the

three

-year vesting period. Our estimate of the final expected vesting percentage is reassessed and adjusted, as needed, at the end of each reporting period.

The following table summarizes the activity related to unvested shares of restricted stock for the

three

months ended

March

31,

2021:

	Number of Shares			Weighted Average Grant Date Fair Value
Unvested shares outstanding, January 1, 2021		237,155		$	4.93
Granted		81,468			10.62
Vested		(22,200	)		8.56
Forfeited		-			-
Unvested shares outstanding, March 31, 2021		296,423			6.22

The total fair value of the shares that vested during the

three

months ended

March 31, 2021

and

2020

was

$244

and

$155,

respectively, as of the vesting dates of these shares.

Stock Options

We record compensation expense for stock options based on the fair value of the options as of the grant date.

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 the

three

months ended

March 31, 2021

and

2020

was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

	2021			2020
Risk-free interest rate		1.00	%		0.48	%
Dividend yield		0.00	%		0.00	%
Expected common stock market price volatility factor		.49			.43
Weighted average expected life of stock options (years)		6.25			6.25

The per share weighted average fair value of stock options issued during the

three

months ended

March 31, 2021

and

2020

was

$5.09

and

$1.55,

respectively.

The following table summarizes the activity related to stock options for the

three

months ended

March 31, 2021:

	Number of Shares			Weighted Average Grant Date Fair Value
Options outstanding, January 1, 2021 (204,630 exercisable)		438,200		$	6.25
Granted		164,800			10.62
Exercised		(99,740	)		7.19
Forfeited		-			-
Options outstanding, March 31, 2021 (144,265 exercisable)		503,260			7.49

Note 3 - Restructuring and Other Charges (Details Textual) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Mar. 31, 2020
EMS Segment Restructuring and Facility Consolidation [Member]
Restructuring and Related Costs, Incurred Cost, Total		$ 55
EMS Segment Restructuring and Facility Consolidation [Member] \| Minimum [Member] \| Forecast [Member]
Restructuring and Related Costs, Incurred Cost, Total	$ 50
EMS Segment Restructuring and Facility Consolidation [Member] \| Maximum [Member] \| Forecast [Member]
Restructuring and Related Costs, Incurred Cost, Total	$ 100
Other Restructuring Actions [Member] \| Headcount Reductions and Employee Relocation [Member]
Other Restructuring Costs			$ 8

Note 7 - Inventories

3 Months Ended

Mar. 31, 2021

Inventory Disclosure [Text Block]

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INVENTORIES

Inventories held at

March 31, 2021

and

December 31, 2020

were comprised of the following:

	March 31, 2021		December 31, 2020
Raw materials	$	5,980	$	5,371
Work in process		992		1,085
Inventory consigned to others		44		45
Finished goods		1,196		975
Total inventories	$	8,212	$	7,476

Note 9 - Debt (Tables)

3 Months Ended

Mar. 31, 2021

Schedule Of Outstanding Letters Of Credit [Table Text Block]

				Letters of Credit Amount Outstanding
Facility	Original L/C Issue Date	L/C Expiration Date	Lease Expiration Date	March 31, 2021		December 31, 2020
Mt. Laurel, NJ	3/29/2010	4/30/2022	4/30/2031	$	90	$	90
Mansfield, MA	10/27/2010	12/31/2024	12/31/2024		50		50
				$	140	$	140

Note 8 - Leases (Details Textual) - USD ($) $ in Thousands	3 Months Ended
Note 8 - Leases (Details Textual) - USD ($) $ in Thousands	Mar. 31, 2021	Mar. 31, 2020
Operating Lease, Right-of-Use Asset, Amortization Expense	$ 280	$ 325

Note 4 - Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2021

Goodwill and Intangible Assets Disclosure [Text Block]

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GOODWILL AND INTANGIBLE ASSETS

We have

two

operating segments which are also our reporting units: Thermal and EMS. 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 our goodwill and intangible assets are allocated to our Thermal segment.

Goodwill

Goodwill totaled

$13,738

at both

March 31, 2021

and

December 31, 2020

and was comprised of the following:

Sigma	$	1,656
Thermonics		50
Ambrell		12,032
Total	$	13,738

Intangible Assets

Changes in the amount of the carrying value of finite-lived intangible assets for the

three

months ended

March 31, 2021

are as follows:

Balance - January 1, 2021	$	5,711
Amortization		(304	)
Balance - March 31, 2021	$	5,407

The following tables provide further detail about our intangible assets as of

March 31, 2021

and

December 31, 2020:

	March 31, 2021
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Finite-lived intangible assets:
Customer relationships	$	10,480	$	5,191	$	5,289
Technology		600		498		102
Patents		590		574		16
Software		270		270		-
Trade name		140		140		-
Total finite-lived intangible assets		12,080		6,673		5,407
Indefinite-lived intangible assets:
Trademarks		6,710		-		6,710
Total intangible assets	$	18,790	$	6,673	$	12,117

	December 31, 2020
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Finite-lived intangible assets:
Customer relationships	$	10,480	$	4,912	$	5,568
Technology		600		477		123
Patents		590		570		20
Software		270		270		-
Trade name		140		140		-
Total finite-lived intangible assets		12,080		6,369		5,711
Indefinite-lived intangible assets:
Trademarks		6,710		-		6,710
Total intangible assets	$	18,790	$	6,369	$	12,421

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

$304

and

$311,

respectively, for the

three

months ended

March 31, 2021

and

2020.

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

five

years:

2021 (remainder)	$	923
2022	$	1,167
2023	$	1,067
2024	$	980
2025	$	905

Note 13 - Segment Information (Tables)

3 Months Ended

Mar. 31, 2021

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

	Three Months Ended March 31,
	2021			2020
Net Revenues:
Thermal	$	11,055		$	9,334
EMS		8,501			1,896
	$	19,556		$	11,230
Earnings (loss) before income tax expense (benefit):
Thermal	$	103		$	(426	)
EMS		2,620			(1,004	)
Corporate		(145	)		37
	$	2,578		$	(1,393	)
Net earnings (loss):
Thermal	$	88		$	(350	)
EMS		2,248			(824	)
Corporate		(124	)		31
	$	2,212		$	(1,143	)

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

	Three Months Ended March 31,
	2021		2020
Net revenues:
U.S.	$	5,747	$	5,719
Foreign		13,809		5,511
	$	19,556	$	11,230

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

	March 31, 2021		December 31, 2020
Property and equipment:
U.S.	$	2,245	$	2,053
Foreign		293		297
	$	2,538	$	2,350

Asset [Member]

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

	March 31, 2021		December 31, 2020
Identifiable assets:
Thermal	$	52,096	$	50,782
EMS		13,671		9,667
Corporate		1,359		1,581
	$	67,126	$	62,030

Note 2 - Summary of Significant Accounting Policies - Weighted Average Common Shares (Details) - shares	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Weighted average common shares outstanding - basic (in shares)	10,329,449	10,220,853
Unvested shares of restricted stock and employee stock options (in shares)	196,377
Weighted average common shares and common share equivalents outstanding - diluted (in shares)	10,525,826	10,220,853
Average number of potentially dilutive securities excluded from calculation (in shares)	347,068	685,667

Note 7 - Inventories (Tables)

3 Months Ended

Mar. 31, 2021

Schedule of Inventory, Current [Table Text Block]

	March 31, 2021		December 31, 2020
Raw materials	$	5,980	$	5,371
Work in process		992		1,085
Inventory consigned to others		44		45
Finished goods		1,196		975
Total inventories	$	8,212	$	7,476

Note 3 - Restructuring and Other Charges

3 Months Ended

Mar. 31, 2021

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

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RESTRUCTURING AND OTHER CHARGES

EMS Segment Restructuring and Facility Consolidation

September 21, 2020,

we notified employees in our Fremont, California facility of a plan to consolidate all manufacturing for our EMS segment into our manufacturing operations located in Mt. Laurel, New Jersey. The consolidation was substantially completed during the

fourth

quarter of

2020

and resulted in the termination of employment for certain employees at the Fremont location. Prior to the consolidation, our interface products were manufactured in the Fremont facility, and our manipulator and docking hardware products were manufactured in the Mt. Laurel facility. The consolidation was undertaken to better serve customers through streamlined operations and reduce the fixed annual operating costs for the EMS segment. A small engineering and sales office will be maintained in northern California.

As a result of the consolidation, we incurred charges for severance and other

one

-time termination benefits, other associated costs, including moving and production start-up costs, and charges related to exiting the facility, including an impairment charge related to the ROU asset for the lease of the Fremont facility, which are more fully discussed in Note

to our consolidated financial statements in our

2020

Form

-K. During the

first

quarter of

2021,

we incurred

$55

of additional charges associated with finalizing the integration of the manufacturing operations. All of these charges were cash charges. We expect to complete the integration in the

second

quarter of

2021

and expect to incur additional cash charges in the range of

$50

$100.

Other Restructuring Actions

During the

first

quarter of

2020,

we recorded cash charges for severance and other

one

-time termination benefits of

related to headcount reductions in our corporate office.

Accrued Restructuring

The liability for accrued restructuring charges is included in other current liabilities on our consolidated balance sheet. Changes in the amount of the liability for accrued restructuring for the

three

months ended

March 31, 2021

is as follows:

Balance - January 1, 2021	$	340
Accruals for other costs associated with the EMS segment facility consolidation		55
Cash payments		(138	)
Balance - March 31, 2021	$	257

Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2021

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 (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Certain of our accounts, including inventories, long-lived assets, goodwill, identifiable intangibles and deferred tax assets and liabilities including related valuation allowances, are particularly impacted by estimates.

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 Form

-K for the year ended

December 31, 2020 (

“2020

Form

-K”) filed on

March 23, 2021

with the Securities and Exchange Commission.

Reclassification, Comparability Adjustment [Policy Text Block]

Reclassification

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

Subsequent Events, Policy [Policy Text Block]

Subsequent Events

We have made an assessment of our operations and determined that there were

material subsequent events requiring adjustment to, or disclosure in, our consolidated financial statements for the

three

months ended

March 31, 2021

other than those described in Note

14.

Business Combinations Policy [Policy Text Block]

Business Combinations

Acquired businesses are accounted for using the purchase method of accounting, which requires that the purchase price be allocated to the net assets acquired at their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Fair values of intangible assets are estimated by valuation models prepared by our management and

third

-party advisors. The assets purchased and liabilities assumed have been reflected in our consolidated balance sheets, and the results are included in the consolidated statements of operations and consolidated statements of cash flows from the date of acquisition. Any change in the fair value of acquisition-related contingent consideration subsequent to the acquisition date, including changes from events after the acquisition date, will be recognized in the consolidated statement of operations in the period of the estimated fair value change. Acquisition-related transaction costs, including legal and accounting fees and other external costs directly related to the acquisition, are recognized separately from the acquisition and expensed as incurred in general and administrative expense in the consolidated statements of operations.

Restructuring And Other Charges [Policy Text Block]

Restructuring and Other Charges

In accordance with the guidance in Accounting Standards Codification (“ASC”) Topic

420

(Exit or Disposal Cost Obligations), we recognize a liability for restructuring costs at fair value only when the liability is incurred. Workforce-related charges are accrued when it is determined that a liability has been incurred, which is generally after individuals have been notified of their termination dates and expected severance benefits. Depending on the timing of the termination dates, these charges

may

be recognized upon notification or ratably over the remaining required service period of the employees. Plans to consolidate excess facilities

may

result in lease termination fees and impairment charges related to our right-of-use (“ROU”) assets that are associated with the leases for these facilities. Other long-lived assets that

may

be impaired as a result of restructuring consist of property and equipment, goodwill and intangible assets. Asset impairment charges included in restructuring and other charges are based on an estimate of the amounts and timing of future cash flows related to the expected future remaining use and ultimate sale or disposal of the asset, and, in the case of our ROU assets, would include expected future sublease rental income, if applicable. These estimates are derived using the guidance in ASC Topic

842

(Leases), ASC Topic

360

(Property, Plant and Equipment) and ASC Topic

350

(Intangibles - Goodwill and Other).

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 ASC Topic

350

(Intangibles - Goodwill and Other). Finite-lived intangible assets are amortized over their estimated useful economic life and are carried at cost less accumulated amortization. Goodwill is assessed for impairment annually 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. Goodwill is considered to be impaired if the fair value of a reporting unit is less than its carrying amount. As a part of the goodwill impairment assessment, we have the option to perform a qualitative assessment to determine whether it is more-likely-than-

not

that the fair value of a reporting unit is less than its carrying amount. If, as a result of our qualitative assessment, we determine that it is more-likely-than-

not

that the fair value of the reporting unit is greater than its carrying amount, a quantitative goodwill impairment test is

not

required. However, if, as a result of our qualitative assessment, we determine it is more-likely-than-

not

that the fair value of a reporting unit is less than its carrying amount, or, if we choose

not

to perform a qualitative assessment, we are required to perform a quantitative goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized.

The quantitative goodwill impairment test compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered

not

impaired. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The goodwill impairment assessment is based upon the income approach, which estimates the fair value of our reporting units based upon a discounted cash flow approach. This fair value is then reconciled to our market capitalization at year end with an appropriate control premium. The determination of the fair value of our reporting units requires management to make significant estimates and assumptions, including the selection of control premiums, discount rates, terminal growth rates, forecasts of revenue and expense growth rates, income tax rates, changes in working capital, depreciation, amortization and capital expenditures. Changes in assumptions concerning future financial results or other underlying assumptions could have a significant impact on either the fair value of the reporting unit or the amount of the goodwill impairment charge.

Indefinite-lived intangible assets are assessed for impairment annually 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,

further testing is required. The quantitative impairment test consists of a comparison of the fair value of the intangible asset with its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.

Long-lived assets, which consist of finite-lived intangible assets, property and equipment and ROU assets, are assessed for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets

may

not

be fully recoverable or that the useful lives of these assets are

longer appropriate. Each impairment test is based on a comparison of the estimated undiscounted cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value. The cash flow estimates used to determine the impairment, if any, contain management's best estimates using appropriate assumptions and projections at that time.

Revenue [Policy Text Block]

Revenue Recognition

We recognize revenue in accordance with the guidance in ASC Topic

606

(Revenue from Contracts with Customers). We recognize revenue for the sale of products or services when our performance obligations under the terms of a contract with a customer are satisfied and control of the product or service has been transferred to the customer. Generally, this occurs when we ship a product or perform a service. In certain cases, recognition of revenue is deferred until the product is received by the customer or at some other point in the future when we have determined that we have satisfied our performance obligations under the contract. Our contracts with customers

may

include a combination of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. In addition to the sale of products and services, we also lease certain of our equipment to customers under short-term lease agreements. We recognize revenue from equipment leases on a straight-line basis over the lease term.

Revenue is recorded in an amount that reflects the consideration we expect to receive in exchange for those products or services. We do

not

have any material variable consideration arrangements, or any material payment terms with our customers other than standard payment terms which generally range from net

to net

days. We generally do

not

provide a right of return to our customers. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities.

Nature of Products and Services

We are a global supplier of innovative test and process solutions for use in manufacturing and testing across a wide range of markets including automotive, defense/aerospace, industrial, medical, semiconductor and telecommunications. We sell thermal management products including ThermoStreams, ThermoChambers and process chillers, which we sell under our Temptronic, Sigma and Thermonics product lines, and Ambrell Corporation's (“Ambrell”) precision induction heating systems, including EKOHEAT and EASYHEAT products. We sell semiconductor ATE interface solutions which 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 Semi Market. We also sell our thermal management products to various other markets including the automotive, defense/aerospace, industrial, medical and telecommunications markets.

We lease certain of our equipment under short-term leasing agreements with original lease terms of

six

months or less. Our lease agreements do

not

contain purchase options.

Types of Contracts with Customers

Our contracts with customers are generally structured as individual purchase orders which specify the exact products or services being sold or equipment being leased along with the selling price, service fee or monthly lease amount for each individual item on the purchase order. Payment terms and any other customer-specific acceptance criteria are also specified on the purchase order. We generally do

not

have any customer-specific acceptance criteria, other than that the product performs within the agreed upon specifications. We test substantially all products manufactured as part of our quality assurance process to determine that they comply with specifications prior to shipment to a customer.

Contract Balances

We record accounts receivable at the time of invoicing. Accounts receivable, net of the allowance for doubtful accounts, is included in current assets on our balance sheet. To the extent that we do

not

recognize revenue at the same time as we invoice, we record a liability for deferred revenue. In certain instances, we also receive customer deposits in advance of invoicing and recording of accounts receivable. Deferred revenue and customer deposits are included in current liabilities on our consolidated balance sheets.

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

Costs to Obtain a Contract with a Customer

The only costs we incur associated with obtaining contracts with customers are sales commissions that we pay to our internal sales personnel or

third

-party sales representatives. These costs are calculated based on set percentages of the selling price of each product or service sold. Commissions are considered earned by our internal sales personnel at the time we recognize revenue for a particular transaction. Commissions are considered earned by

third

-party sales representatives at the time that revenue is recognized for a particular transaction. We record commission expense in our consolidated statements of operations at the time the commission is earned. Commissions earned but

not

yet paid are included in current liabilities on our balance sheets.

Product Warranties

In connection with the sale of our products, we generally provide standard

one

- or

two

-year product warranties which are detailed in our terms and conditions and communicated to our customers. Our standard warranties are

not

offered for sale separately from our products; therefore, there is

not

a separate performance obligation related to our standard warranties. We record estimated warranty expense for our standard warranties at the time of sale based upon historical claims experience. We offer customers an option to separately purchase an extended warranty on certain products. In the case of extended warranties, we recognize revenue in the amount of the sale price for the extended warranty on a straight-line basis over the extended warranty period. We record costs incurred to provide service under an extended warranty at the time the service is provided. Warranty expense is included in selling expense in our consolidated statements of operations.

Refer to Notes

and

for further information about our revenue from contracts with customers.

Inventory, Policy [Policy Text Block]

Inventories

Inventories are valued at cost on a

first

-in,

first

-out basis,

not

in excess of market value. Cash flows from the sale of inventories are recorded in operating cash flows. On a quarterly basis, we review our inventories and record excess and obsolete inventory charges based upon our established objective excess and obsolete inventory criteria. Our criteria identify excess material as the quantity of material on hand that is greater than the average annual usage of that material over the prior

three

years. Effective

January 1, 2021,

our criteria identify obsolete material as material that has

not

been used in a work order during the prior

twenty-four

months. Prior to

January 1, 2021,

these criteria identified obsolete material as material that had

not

been used in a work order during the prior

twelve

months. In certain cases, additional excess and obsolete inventory charges are recorded based upon current market conditions, anticipated product life cycles, new product introductions and expected future use of the inventory. The excess and obsolete inventory charges we record establish a new cost basis for the related inventories. We incurred excess and obsolete inventory charges of

$39

and

$171

for the

three

months ended

March 31, 2021

and

2020,

respectively. The change in our estimate of obsolete material that was effective as of

January 1, 2021

reflects changes that have occurred in the markets we serve and the business cycles within those markets. This change in estimate did

not

have a material impact on our consolidated financial statements.

Lessee, Leases [Policy Text Block]

Leases

We account for leases in accordance with ASC Topic

842

(Leases) which was effective for us as of

January 1, 2019.

Upon adoption of ASC Topic

842,

we elected the package of practical expedients which included the grandfathering of the lease classification that had been made under prior guidance and, accordingly, we did

not

re-evaluate any of our leases for classification purposes in connection with the implementation of ASC Topic

842.

All our lease contracts are still being treated as operating leases. We do

not

currently have any lease contracts that meet the criteria to be categorized as finance leases. We did

not

elect the hindsight practical expedient and therefore did

not

reevaluate the lease terms that we used under prior guidance. The implementation of ASC Topic

842

had a significant impact on our consolidated balance sheet as a result of recording ROU assets and lease liabilities for all our multi-year leases. Under prior guidance,

none

of these leases had any related asset recorded on our balance sheets. The only related liability recorded on our balance sheets was the amount which represented the difference between the lease payments we had made and the straight-line rent expense we had recorded in our statements of operations. The implementation of ASC Topic

842

did

not

have a significant impact on our pattern of expense recognition for any of our multi-year leases.

We determine if an arrangement is a lease at inception. A lease contract is within scope if the contract has an identified asset (property, plant or equipment) and grants the lessee the right to control the use of the asset during the lease term. The identified asset

may

be either explicitly or implicitly specified in the contract. In addition, the supplier must

not

have any practical ability to substitute a different asset and would

not

economically benefit from doing so for the lease contract to be in scope. The lessee's right to control the use of the asset during the term of the lease must include the ability to obtain substantially all the economic benefits from the use of the asset as well as decision-making authority over how the asset will be used. Leases are classified as either operating leases or finance leases based on the guidance in ASC Topic

842.

Operating leases are included in operating lease ROU assets and operating lease liabilities in our consolidated balance sheets. Finance leases are included in property and equipment and finance lease liabilities. We do

not

currently have any finance leases. We do

not

have embedded leases nor do we have any initial direct costs related to our lease contracts.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.

None

of our leases provide an implicit rate; therefore, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms

may

include options to extend or terminate the lease. We include these options in the determination of the amount of the ROU asset and lease liability when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Certain of our operating leases contain predetermined fixed escalations of minimum rentals and rent holidays during the original lease terms. Rent holidays are periods during which we have control of the leased facility but are

not

obligated to pay rent. For these leases, our ROU asset and lease liability are calculated including any rent holiday in the determination of the life of the lease.

We have lease agreements which contain both lease and non-lease components, which are generally accounted for separately. In addition to the monthly rental payments due, most of our leases for our offices and warehouse facilities include non-lease components representing our portion of the common area maintenance, property taxes and insurance charges incurred by the landlord for the facilities which we occupy. These amounts are

not

included in the calculation of the ROU assets and lease liabilities as they are based on actual charges incurred in the periods to which they apply.

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

We have made an accounting policy election

not

to apply the recognition requirements of ASC Topic

842

to short-term leases (leases with a term of

one

year or less at the commencement date of the lease). Lease expense for short-term lease payments is recognized on a straight-line basis over the lease term.

See Note

for further disclosures regarding our leases.

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

Contingent Liability for Repayment of State and Local Grant Proceeds

In connection with leasing a new facility in Rochester, New York, which our subsidiary, Ambrell, occupied in

May 2018,

we entered into agreements with the city of Rochester and the state of New York under which we received grants totaling

$463

to help offset a portion of the cost of the leasehold improvements we have made to this facility. In exchange for the funds we received under these agreements, we are required to create and maintain specified levels of employment in this location through various dates ending in

2023.

If we fail to meet these employment targets, we

may

be required to repay a proportionate share of the proceeds. As of

March 31, 2021,

$370

of the total proceeds received could still be required to be repaid if we do

not

meet the targets. We have recorded this amount as a contingent liability which is included in other liabilities on our balance sheet. Those portions of the proceeds which are

longer subject to repayment are reclassified to deferred grant proceeds and amortized to income on a straight-line basis over the remaining lease term for the Rochester facility. Deferred grant proceeds are included in other current liabilities and other liabilities on our balance sheet and totaled

$81

March 31, 2021.

As of

December 31, 2020,

we were

not

in compliance with the employment targets as specified in the grant agreement with the city of Rochester. We applied for and received a waiver of this requirement for the year ended

December 31, 2020.

The waiver provided us until

December 31, 2021

to come into compliance with the targets as outlined in the waiver. As of

March 31, 2021,

we were in compliance with those targets.

Share-based Payment Arrangement [Policy Text Block]

Stock-Based Compensation

We account for stock-based compensation in accordance with ASC Topic

718

(Compensation - Stock Compensation), which requires that employee share-based equity awards be accounted for under the fair value method and requires the use of an option pricing model for estimating fair value of stock options granted, which is then amortized to expense over the service periods. See further disclosures related to our stock-based compensation plan in Note

10.

Income Tax, Policy [Policy Text Block]

Income Taxes

The asset and liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for operating loss and tax credit carryforwards and for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if it is more likely than

not

that such assets will

not

be realized.

Earnings Per Share, Policy [Policy Text Block]

Net Earnings (Loss) Per Common Share

Net earnings (loss) per common share - basic is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding during each period. Net earnings (loss) per common share - diluted is computed by dividing net earnings (loss) by the weighted average number of common shares and common share equivalents outstanding during each period. Common share equivalents represent unvested shares of restricted stock and stock options and are calculated using the treasury stock method. Common share equivalents are excluded from the calculation if their effect is anti-dilutive.

The table below sets forth, for the periods indicated, a reconciliation of weighted average common shares outstanding - basic to weighted average common shares and common share equivalents outstanding - diluted and the average number of potentially dilutive securities that were excluded from the calculation of diluted earnings per share because their effect was anti-dilutive:

	Three Months Ended March,
	2021		2020
Weighted average common shares outstanding - basic		10,329,449		10,220,853
Potentially dilutive securities:
Unvested shares of restricted stock and employee stock options		196,377		-
Weighted average common shares and common share equivalents outstanding - diluted		10,525,826		10,220,853

Average number of potentially dilutive securities excluded from calculation		347,068		685,667

New Accounting Pronouncements, Policy [Policy Text Block]

Effect of Recently Issued Amendments to Authoritative Accounting Guidance

June 2016,

the Financial Accounting Standards Board (“FASB”) issued amendments to the guidance for accounting for credit losses. In

November 2019,

the FASB deferred the effective date of these amendments for certain companies, including smaller reporting companies. As a result of the deferral, the amendments are effective for us for reporting periods beginning after

December 15, 2022.

The amendments replace the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires the use of a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. The amendments require a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the beginning of the

first

reporting period in which the guidance is effective. We plan to adopt the amendments when they become effective for us on

January 1, 2023.

We do

not

currently expect that the adoption of these amendments will have a material impact on our consolidated financial statements.

Note 12 - Employee Benefit Plans (Details Textual) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
401(k) Plan [Member]
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay	10.00%
Defined Contribution Plan Maximum Annual Employer Matching Contribution Per Emplyee Amount	$ 5
Defined Contribution Plan Employer Matching Contribution Vesting Period (Year)	4 years
Defined Contribution Plan, Employer Discretionary Contribution Amount	$ 171	$ 165
The Ambrell Plan [Member]
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay	10.00%
Defined Contribution Plan, Employer Discretionary Contribution Amount	$ 43	$ 17
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent	100.00%
Defined Contribution Plan, Employer Matching Contribution, Percent of Match	50.00%
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Amount	$ 5

Note 4 - Goodwill and Intangible Assets - Component of Goodwill (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Goodwill	$ 13,738	$ 13,738
Sigma [Member]
Goodwill	1,656
Thermonics [Member]
Goodwill	50
Ambrell [Member]
Goodwill	$ 12,032

Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 10,195	$ 10,277
Trade accounts receivable, net of allowance for doubtful accounts of $212	13,487	8,435
Inventories	8,212	7,476
Prepaid expenses and other current assets	562	776
Total current assets	32,456	26,964
Property and equipment:
Machinery and equipment	5,401	5,356
Leasehold improvements	2,901	2,636
Gross property and equipment	8,302	7,992
Less: accumulated depreciation	(5,764)	(5,642)
Net property and equipment	2,538	2,350
Right-of-use assets, net	6,099	6,387
Goodwill	13,738	13,738
Intangible assets, net	12,117	12,421
Restricted certificates of deposit	140	140
Other assets	38	30
Total assets	67,126	62,030
Current liabilities:
Accounts payable	3,655	2,424
Accrued wages and benefits	2,044	1,944
Accrued professional fees	515	776
Customer deposits and deferred revenue	1,191	396
Accrued sales commissions	703	472
Current portion of operating lease liabilities	1,160	1,215
Domestic and foreign income taxes payable	1,157	825
Other current liabilities	746	804
Total current liabilities	11,171	8,856
Operating lease liabilities, net of current portion	5,753	6,050
Deferred tax liabilities	1,913	1,922
Other liabilities	440	450
Total liabilities	19,277	17,278
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; 10,743,408 and 10,562,200 shares issued, respectively	108	106
Additional paid-in capital	27,835	26,851
Retained earnings	19,322	17,110
Accumulated other comprehensive earnings	788	889
Treasury stock, at cost; 33,077 shares	(204)	(204)
Total stockholders' equity	47,849	44,752
Total liabilities and stockholders' equity	$ 67,126	$ 62,030

Note 4 - Goodwill and Intangible Assets - Changes in the Amount of the Carrying Value of Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Balance	$ 5,711	$ 5,711
Amortization	(304)	$ (311)
Balance	$ 5,407

Note 2 - Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Inventory Write-down	$ 39	$ 171
Deferred Grant Proceeds	81
City of Rochester and State of New York [Member]
Contingent Liability, Repayment of State and Local Grant Funds Received	463
Covenant, Future Amount Receivable	$ 370

Note 10 - Stock-based Compensation Plan - Allocation of Share-based Compensation Expense (Details) - Restricted Stock [Member] - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Allocation of Share-based Compensation Expense	$ 269	$ 187
Cost of Sales [Member]
Allocation of Share-based Compensation Expense
Selling and Marketing Expense [Member]
Allocation of Share-based Compensation Expense	3	3
Research and Development Expense [Member]
Allocation of Share-based Compensation Expense	10	10
General and Administrative Expense [Member]
Allocation of Share-based Compensation Expense	$ 256	$ 174

Note 10 - Stock-based Compensation Plan - Stock Option Activity (Details)	3 Months Ended
	Mar. 31, 2021 $ / shares shares
Options outstanding, number of shares (in shares) \| shares	438,200
Options outstanding, weighted average exercise price (in dollars per share) \| $ / shares	$ 6.25
Granted, number of shares (in shares) \| shares	164,800
Granted, weighted average exercise price (in dollars per share) \| $ / shares	$ 10.62
Exercised, number of shares (in shares) \| shares	99,740
Exercised, weighted average exercise price (in dollars per share) \| $ / shares	$ 7.19
Options outstanding, number of shares (in shares) \| shares	503,260
Options outstanding, weighted average exercise price (in dollars per share) \| $ / shares	$ 7.49

Note 13 - Segment Information

3 Months Ended

Mar. 31, 2021

Segment Reporting Disclosure [Text Block]

(

)

SEGMENT INFORMATION

We have

two

reportable segments, Thermal and EMS, which are also our reporting units. Thermal includes the operations of Temptronic, Thermonics, Sigma, inTEST Thermal Solutions GmbH (Germany), inTEST Pte, Limited (Singapore) and Ambrell. 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, prior to the consolidation of manufacturing operations late in the

fourth

quarter of

2020,

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 Semi Market, including the automotive, defense/aerospace, medical, industrial, telecommunications and other markets.

	Three Months Ended March 31,
	2021			2020
Net Revenues:
Thermal	$	11,055		$	9,334
EMS		8,501			1,896
	$	19,556		$	11,230
Earnings (loss) before income tax expense (benefit):
Thermal	$	103		$	(426	)
EMS		2,620			(1,004	)
Corporate		(145	)		37
	$	2,578		$	(1,393	)
Net earnings (loss):
Thermal	$	88		$	(350	)
EMS		2,248			(824	)
Corporate		(124	)		31
	$	2,212		$	(1,143	)

	March 31, 2021		December 31, 2020
Identifiable assets:
Thermal	$	52,096	$	50,782
EMS		13,671		9,667
Corporate		1,359		1,581
	$	67,126	$	62,030

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 March 31,
	2021		2020
Net revenues:
U.S.	$	5,747	$	5,719
Foreign		13,809		5,511
	$	19,556	$	11,230

	March 31, 2021		December 31, 2020
Property and equipment:
U.S.	$	2,245	$	2,053
Foreign		293		297
	$	2,538	$	2,350

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

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Consolidated Statements of Comprehensive Earnings (Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Net earnings (loss)	$ 2,212	$ (1,143)
Foreign currency translation adjustments	(101)	(38)
Comprehensive earnings (loss)	$ 2,111	$ (1,181)

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

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Note 5 - Revenue From Contracts With Customers (Details Textual) $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($)
Accounts Receivable, Allowance for Credit Loss, Period Increase (Decrease), Total	$ 0

Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Allowance for doubtful accounts	$ 212	$ 212
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)	10,743,408	10,562,200
Treasury stock, shares (in shares)	33,077	33,077

Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Mar. 31, 2021	Apr. 30, 2021
Document Information [Line Items]
Entity Registrant Name	INTEST CORP
Entity Central Index Key	0001036262
Trading Symbol	intt
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Interactive Data Current	Yes
Entity Common Stock, Shares Outstanding (in shares)		10,747,131
Entity Shell Company	false
Document Type	10-Q
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Amendment Flag	false
Title of 12(b) Security	Common Stock, par value $0.01 per share

Note 9 - Debt - Outstanding Letters of Credit (Details) - Letter of Credit [Member] - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Letters of Credit Amount Outstanding	$ 140	$ 140
Mt Laurel [Member]
Line of Credit, Issue Date	Mar. 29, 2010
Line of Credit, Expiration Date	Apr. 30, 2022
Lease Expiration Date	Apr. 30, 2031
Letters of Credit Amount Outstanding	$ 90	90
Mansfield [Member]
Line of Credit, Issue Date	Oct. 27, 2010
Line of Credit, Expiration Date	Dec. 31, 2024
Lease Expiration Date	Dec. 31, 2024
Letters of Credit Amount Outstanding	$ 50	$ 50

Note 6 - Major Customers

3 Months Ended

Mar. 31, 2021

Concentration Risk Disclosure [Text Block]

(

)

MAJOR CUSTOMERS

During the

three

months ended

March 31, 2021,

Texas Instruments Incorporated accounted for

16%

of our consolidated net revenues. While both of our segments sold to this customer, these revenues were primarily generated by our EMS segment.

other customers accounted for

10%

or more of our consolidated net revenues during the

three

months ended

March 31, 2021.

During the

three

months ended

March 31, 2020,

customer accounted for

10%

or more of our consolidated net revenues.

Note 10 - Stock-based Compensation (Tables)

3 Months Ended

Mar. 31, 2021

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

	Three Months Ended March 31,
	2021		2020
Cost of revenues	$	-	$	-
Selling expense		3		3
Engineering and product development expense		10		10
General and administrative expense		256		174
	$	269	$	187

Schedule of Nonvested Share Activity [Table Text Block]

	Number of Shares			Weighted Average Grant Date Fair Value
Unvested shares outstanding, January 1, 2021		237,155		$	4.93
Granted		81,468			10.62
Vested		(22,200	)		8.56
Forfeited		-			-
Unvested shares outstanding, March 31, 2021		296,423			6.22

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

	2021			2020
Risk-free interest rate		1.00	%		0.48	%
Dividend yield		0.00	%		0.00	%
Expected common stock market price volatility factor		.49			.43
Weighted average expected life of stock options (years)		6.25			6.25

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

	Number of Shares			Weighted Average Grant Date Fair Value
Options outstanding, January 1, 2021 (204,630 exercisable)		438,200		$	6.25
Granted		164,800			10.62
Exercised		(99,740	)		7.19
Forfeited		-			-
Options outstanding, March 31, 2021 (144,265 exercisable)		503,260			7.49

Note 9 - Debt

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Text Block]

(

)

DEBT

Letters of Credit

We have issued letters of credit as 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

days prior to their expiration dates for successive terms of

not

less than

one

year until lease expiration.

Our outstanding letters of credit at

March 31, 2021

and

December 31, 2020

consisted of the following:

				Letters of Credit Amount Outstanding
Facility	Original L/C Issue Date	L/C Expiration Date	Lease Expiration Date	March 31, 2021		December 31, 2020
Mt. Laurel, NJ	3/29/2010	4/30/2022	4/30/2031	$	90	$	90
Mansfield, MA	10/27/2010	12/31/2024	12/31/2024		50		50
				$	140	$	140

Line of Credit

As discussed more fully in Note

to our consolidated financial statements in our

2020

Form

-K, on

April 10, 2020,

we entered into a Loan and Security Agreement (the “Agreement”) with M&T Bank (“M&T”). Under the terms of the Agreement, M&T has provided us with a

$7,500

revolving credit facility which is guaranteed by our subsidiaries. This facility was put in place to provide us with additional liquidity in response to the current business environment, as a result of the COVID-

pandemic. This facility, which had

outstanding balance, was set to mature on

April 9, 2021.

As discussed in Note

14,

we modified this facility on

April 10, 2021

and extended it as modified through

April 9, 2024.

Note 10 - Stock-based Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended	3 Months Ended		6 Months Ended	9 Months Ended	12 Months Ended
	Mar. 10, 2021	Aug. 24, 2020	Mar. 31, 2021	Mar. 31, 2021	Mar. 31, 2020	Jun. 30, 2020	Sep. 30, 2020	Dec. 31, 2020
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total			$ 2,787	$ 2,787
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)				2 years 292 days
Share-based Payment Arrangement, Amount Capitalized				$ 0	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)				4 years
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year)				10 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share)				$ 5.09	$ 1.55
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)				81,468
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value				$ 244	$ 155
Restricted Stock [Member] \| Employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)				4 years
Restricted Stock [Member] \| Independent Directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)				1 year
Restricted Stock [Member] \| Independent Directors [Member] \| Share-based Payment Arrangement, Tranche One [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage				25.00%
Restricted Stock [Member] \| Independent Directors [Member] \| Share-based Payment Arrangement, Tranche Two [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage						25.00%
Restricted Stock [Member] \| Independent Directors [Member] \| Share-based Payment Arrangement, Tranche Three [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage							25.00%
Restricted Stock [Member] \| Independent Directors [Member] \| Share-based Compensation Award, Tranche Four [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage								25.00%
Restricted Stock [Member] \| President [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)		141,610
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Granted, Fair Value		$ 650
Restricted Stock [Member] \| President [Member] \| Restricted Stock Vesting in Four Years [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)		4 years
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)		66,448
Restricted Stock [Member] \| President [Member] \| Restricted Stock Vesting in Three Years [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)		75,162
Share-based Compensation Arrangement By Share-based Payment Award, Award Vesting Rights Percentage Lower Range		0.00%
Share-based Compensation Arrangement By Share-based Payment Award, Award Vesting Rights Percentage Upper Range		150.00%
Restricted Stock [Member] \| President [Member] \| Share-based Payment Arrangement, Tranche One [Member] \| Restricted Stock Vesting in Four Years [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage		25.00%
Restricted Stock [Member] \| President [Member] \| Share-based Payment Arrangement, Tranche One [Member] \| Restricted Stock Vesting in Three Years [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)		3 years
Restricted Stock [Member] \| President [Member] \| Share-based Payment Arrangement, Tranche Two [Member] \| Restricted Stock Vesting in Four Years [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage		25.00%
Restricted Stock [Member] \| President [Member] \| Share-based Payment Arrangement, Tranche Three [Member] \| Restricted Stock Vesting in Four Years [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage		25.00%
Restricted Stock [Member] \| President [Member] \| Share-based Compensation Award, Tranche Four [Member] \| Restricted Stock Vesting in Four Years [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage		25.00%
Restricted Stock [Member] \| President [Member] \| Vesting Based On Performance Metrics [Member] \| Restricted Stock Vesting in Three Years [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage								100.00%
Restricted Stock [Member] \| Members of The Senior Management [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)	18,000
Restricted Stock [Member] \| Members of The Senior Management [Member] \| Share-based Payment Arrangement, Tranche One [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)	3 years
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage			100.00%
Share-based Compensation Arrangement By Share-based Payment Award, Award Vesting Rights Percentage Lower Range	0.00%
Share-based Compensation Arrangement By Share-based Payment Award, Award Vesting Rights Percentage Upper Range	150.00%

Note 13 - Segment Information - Net Revenue From Unaffiliated Customers (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Net revenues	$ 19,556	$ 11,230
UNITED STATES
Net revenues	5,747	5,719
Non-US [Member]
Net revenues	$ 13,809	$ 5,511

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

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Note 5 - Revenue From Contracts With Customers (Tables)

3 Months Ended

Mar. 31, 2021

Disaggregation of Revenue [Table Text Block]

	Three Months Ended March 31,
	2021		2020
Net revenues by customer type:
End user	$	17,660	$	9,922
OEM/Integrator		1,896		1,308
	$	19,556	$	11,230

Net revenues by product type:
Thermal test	$	4,305	$	4,147
Thermal process		5,566		3,748
Semiconductor production test		8,320		1,825
Service/other		1,365		1,510
	$	19,556	$	11,230

Net revenues by market:
Semi Market	$	13,320	$	5,011
Multimarket:
Industrial		3,828		4,227
Defense/aerospace		1,129		1,408
Telecommunications		340		411
Other Multimarket		939		173
	$	19,556	$	11,230

Note 12 - Employee Benefit Plans

3 Months Ended

Mar. 31, 2021

Retirement Benefits [Text Block]

(

)

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, inTEST EMS LLC, Temptronic Corporation and inTEST Silicon Valley Corporation who are at least

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

three

months ended

March 31, 2021

and

2020,

expense under the plan was

$171

and

$165,

respectively.

All permanent employees of Ambrell are immediately eligible to participate in the Ambrell Corporation Savings & Profit Sharing Plan (the "Ambrell Plan") upon employment and are eligible for employer matching contributions after completing

six

months of service, as defined in the Ambrell Plan. The Ambrell Plan allows eligible employees to make voluntary contributions up to

100%

of compensation, up to the federal government contribution limits. We will make a matching contribution of

50%

of each employee's contributions up to a maximum of

10%

of the employee's deferral with a maximum limit of

$5.

For the

three

months ended

March 31, 2021

and

2020,

expense under the plan was

$43

and

$17,

respectively.

The entire disclosure for retirement benefits.

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Note 4 - Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2021

Schedule of Goodwill [Table Text Block]

Sigma	$	1,656
Thermonics		50
Ambrell		12,032
Total	$	13,738

Schedule of Carrying Value of Finite-lived Intangible Assets [Table Text Block]

Balance - January 1, 2021	$	5,711
Amortization		(304	)
Balance - March 31, 2021	$	5,407

Schedule Of Intangible Assets [Table Text Block]

	March 31, 2021
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Finite-lived intangible assets:
Customer relationships	$	10,480	$	5,191	$	5,289
Technology		600		498		102
Patents		590		574		16
Software		270		270		-
Trade name		140		140		-
Total finite-lived intangible assets		12,080		6,673		5,407
Indefinite-lived intangible assets:
Trademarks		6,710		-		6,710
Total intangible assets	$	18,790	$	6,673	$	12,117

	December 31, 2020
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Finite-lived intangible assets:
Customer relationships	$	10,480	$	4,912	$	5,568
Technology		600		477		123
Patents		590		570		20
Software		270		270		-
Trade name		140		140		-
Total finite-lived intangible assets		12,080		6,369		5,711
Indefinite-lived intangible assets:
Trademarks		6,710		-		6,710
Total intangible assets	$	18,790	$	6,369	$	12,421

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

2021 (remainder)	$	923
2022	$	1,167
2023	$	1,067
2024	$	980
2025	$	905

Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Net revenues	$ 19,556	$ 11,230
Cost of revenues	10,035	6,363
Gross margin	9,521	4,867
Operating expenses:
Selling expense	2,403	2,052
Engineering and product development expense	1,322	1,292
General and administrative expense	3,161	2,876
Restructuring and other charges	55	8
Total operating expenses	6,941	6,228
Operating income (loss)	2,580	(1,361)
Other expense	(2)	(32)
Earnings (loss) before income tax expense (benefit)	2,578	(1,393)
Income tax expense (benefit)	366	(250)
Net earnings (loss)	$ 2,212	$ (1,143)
Net earnings (loss) per common share - basic (in dollars per share)	$ 0.21	$ (0.11)
Weighted average common shares outstanding - basic (in shares)	10,329,449	10,220,853
Net earnings (loss) per common share - diluted (in dollars per share)	$ 0.21	$ (0.11)
Weighted average common shares and common share equivalents outstanding - diluted (in shares)	10,525,826	10,220,853

Note 13 - Segment Information - Long-lived Assets by Geographical Area (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Property and Equipment	$ 2,538	$ 2,350
UNITED STATES
Property and Equipment	2,245	2,053
Non-US [Member]
Property and Equipment	$ 293	$ 297

Note 11 - Stock Repurchase Plan (Details Textual) - USD ($) $ in Thousands	3 Months Ended	65 Months Ended
	Mar. 31, 2020	Mar. 31, 2021	Jul. 31, 2019
Stock Repurchase Program, Authorized Amount			$ 3,000
Stock Repurchased and Retired During Period, Shares (in shares)		243,075
Stock Repurchased and Retired During Period, Value	$ 74	$ 1,216
Payments for Stock Repurchased Broker Fees		$ 6

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings (loss)	$ 2,212	$ (1,143)
Adjustments to reconcile net earnings (loss) to net cash used in operating activities:
Depreciation and amortization	740	791
Provision for excess and obsolete inventory	39	171
Foreign exchange loss	8	38
Amortization of deferred compensation related to stock-based awards	269	187
Loss on disposal of property and equipment	22
Proceeds from sale of demonstration equipment, net of gain	7
Deferred income tax benefit	(9)	(93)
Changes in assets and liabilities:
Trade accounts receivable	(5,082)	1,188
Inventories	(783)	(714)
Prepaid expenses and other current assets	212	117
Other assets	(8)	(4)
Accounts payable	1,235	316
Accrued wages and benefits	103	(543)
Accrued professional fees	(261)	(105)
Customer deposits and deferred revenue	799	152
Accrued sales commissions	232	78
Operating lease liabilities	(343)	(323)
Domestic and foreign income taxes payable	335	(207)
Other current liabilities	(57)	(25)
Other liabilities	(7)
Net cash used in operating activities	(337)	(119)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment	(388)	(80)
Net cash used in investing activities	(388)	(80)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from stock options exercised	717
Repurchases of common stock		(74)
Net cash provided by (used in) financing activities	717	(74)
Effects of exchange rates on cash	(74)	(21)
Net cash used in all activities	(82)	(294)
Cash and cash equivalents at beginning of period	10,277	7,612
Cash and cash equivalents at end of period	10,195	7,318
Cash payments for:
Domestic and foreign income taxes	$ 41	$ 50

Note 8 - Leases - Maturities of Lease Liabilities (Details) $ in Thousands	Mar. 31, 2021 USD ($)
2021 (remainder)	$ 1,074
2022	1,402
2023	1,413
2024	1,394
2025	723
Thereafter	1,845
Total lease payments	7,851
Less imputed interest	(938)
Total	$ 6,913

Note 4 - Goodwill and Intangible Assets - Future Amortization Expense (Details) $ in Thousands	Mar. 31, 2021 USD ($)
2021 (remainder)	$ 923
2022	1,167
2023	1,067
2024	980
2025	$ 905

Note 10 - Stock-based Compensation Plan - Unvested Stock Activity (Details) - Restricted Stock [Member]	3 Months Ended
	Mar. 31, 2021 $ / shares shares
Unvested shares outstanding (in shares) \| shares	237,155
Unvested shares outstanding, weighted average exercise price (in dollars per share) \| $ / shares	$ 4.93
Granted, number of shares (in shares) \| shares	81,468
Granted, weighted average exercise price (in dollars per share) \| $ / shares	$ 10.62
Vested, number of shares (in shares) \| shares	(22,200)
Vested, weighted average exercise price (in dollars per share) \| $ / shares	$ 8.56
Forfeited, number of shares (in shares) \| shares
Forfeited, weighted average exercise price (in dollars per share) \| $ / shares
Unvested shares outstanding (in shares) \| shares	296,423
Unvested shares outstanding, weighted average exercise price (in dollars per share) \| $ / shares	$ 6.22

Note 5 - Revenue From Contracts With Customers

3 Months Ended

Mar. 31, 2021

Revenue from Contract with Customer [Text Block]

(

)

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

for information about revenue by operating segment and geographic region.

	Three Months Ended March 31,
	2021		2020
Net revenues by customer type:
End user	$	17,660	$	9,922
OEM/Integrator		1,896		1,308
	$	19,556	$	11,230

Net revenues by product type:
Thermal test	$	4,305	$	4,147
Thermal process		5,566		3,748
Semiconductor production test		8,320		1,825
Service/other		1,365		1,510
	$	19,556	$	11,230

Net revenues by market:
Semi Market	$	13,320	$	5,011
Multimarket:
Industrial		3,828		4,227
Defense/aerospace		1,129		1,408
Telecommunications		340		411
Other Multimarket		939		173
	$	19,556	$	11,230

There was

change in the amount of the allowance for doubtful accounts for the

three

months ended

March

31,

2021.

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

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Note 1 - Nature of Operations

3 Months Ended

Mar. 31, 2021

Nature of Operations [Text Block]

(

)

NATURE OF OPERATIONS

two

operating segments which are also our reportable segments and reporting units: Thermal Products ("Thermal") and Electromechanical Solutions ("EMS"). Our Thermal segment designs, manufactures and sells our thermal test and thermal process products while our EMS segment designs, manufactures and sells our semiconductor test products. 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.

Our EMS segment sells its products to semiconductor manufacturers and

third

-party test and assembly houses (end user sales) and to automated test equipment (“ATE”) manufacturers (original equipment manufacturer (“OEM”) sales), who ultimately resell our equipment with theirs to both semiconductor manufacturers and

third

-party test and assembly houses. These sales all fall within the ATE sector of the broader semiconductor market. Our Thermal segment sells its products to many of these same types of customers; however, it also sells to customers in the wafer processing sector within the broader semiconductor market and to customers in a variety of other markets outside the semiconductor market, including the automotive, defense/aerospace, industrial (including consumer products packaging, fiber optics and other sectors within the broader industrial market), medical and telecommunications markets.

Both of our operating segments have multiple products that we design, manufacture and market to our customers. Due to a number of factors, our products have varying levels of gross margin. The mix of products we sell in any period is ultimately determined by our customers' needs. Therefore, the mix of products sold in any given period can change significantly from the prior period. 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 refer to the broader semiconductor market, including the more specialized ATE and wafer processing sectors within that market, as the “Semi Market.” All other markets are designated as “Multimarket.” The Semi Market, which is the principal market in which we operate, is characterized by rapid technological change, competitive pricing pressures and cyclical 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 Semi 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. Part of our strategy for growth includes potential acquisitions that

may

cause us to incur substantial expense in the review and evaluation of potential transactions. We

may

not

be successful in locating suitable businesses to acquire or in closing acquisitions of businesses we pursue. In addition, we

may

not

be able to successfully integrate any business we do acquire with our existing business and we

may

not

be able to operate the acquired business profitably. As a result of these or other factors, we

may

experience significant period-to-period fluctuations in our future operating results.

COVID-

Pandemic

Demand from all of the markets we serve was significantly affected by COVID-

during the

first

half of

2020.

The impact of COVID-

on demand from the Semi Market was intensified during the

first

half of

2020

because our business operations were also being negatively affected by a global downturn in the Semi Market at that time. The Semi Market, from which approximately half of our orders and net revenues are derived, entered a cyclical downturn in the beginning of

2019.

During the

first

quarter of

2020,

before the spread of COVID-

19,

we had started to see indications that the downturn was coming to an end. These indications included increased quoting activity and order levels for the

first

quarter of

2020

compared to the

fourth

quarter of

2019.

However, we believe COVID-

delayed the recovery in the Semi Market as the increase in activity leveled off during late

March 2020.

Although we saw slightly increased order rates from our customers in the Semi Market during the

second

and

third

quarters of

2020,

it was

not

until the

fourth

quarter of

2020

that we saw a significant increase in our orders from the Semi Market, which we believe indicates that we have now entered the next cyclical upturn. During the

fourth

quarter of

2020,

our orders from the Semi Market increased

53%

sequentially and were

141%

higher than in the

fourth

quarter of

2019,

the low point of the prior cyclical downturn for the products that we sell. This trend in our orders from the Semi Market continued in the

first

quarter of

2021

with a further

54%

sequential increase from the level in the

fourth

quarter of

2020.

We believe the level of increase in our orders and net revenues from the Semi Market during the

fourth

quarter of

2020

and the

first

quarter of

2021

reflects a combination of increased demand in the market resulting from the interruption of the normal recovery in the Semi Market cycle caused by the onset of COVID-

in the

first

half of

2020,

as well as increased demand for semiconductors, generally. We believe this increase in demand is being driven both by changing technology as well as increased use of technology across all aspects of daily life, such as in devices that facilitate remote work and education, smart technology used in homes and businesses, the increase in the number of integrated circuits used in the automotive industry and changes occurring in the telecommunications and mobility markets.

As of the date of this filing, all of our operations continue to be deemed “critical and essential business operations” under the various governmental COVID-

mandates, which has allowed us to continue to operate our business with certain modifications. These modifications include a significant number of our employees working remotely. Such employees have been provided with the tools and technology necessary to do so. Additionally, we have implemented workplace safeguards designed to protect the health and well-being of our employees. Employees who remain in our facilities are following World Health Organization (“WHO”) and Centers for Disease Control and Prevention (“CDC”) recommended safety practices, as well as state and local directives. We have had occasions where

one

or more employees have contracted COVID-

and entered our facilities while infected. To date, we have managed these occurrences with minimal disruption to our business while protecting other employees, but there can be

assurances that we can avoid similar occurrences in the future or, that in such cases, we can avoid significant disruption of our operations.

The aftermarket service and support that we provide to our customers has been, and we expect

may

continue to be, adversely impacted by COVID-

19.

Specifically, the travel restrictions that remain in place, coupled with limitations on visitors into customer facilities, have resulted in the reduction or suspension of in-person service and support activities. The net revenues associated with these aftermarket service and support activities typically range from

10%

of our consolidated net revenues. Although these net revenues returned to a more typical range during the

second

half of

2020,

they declined again in the

first

quarter of

2021.

If the spread of COVID-

or variations of the virus worsen, these revenues

may

continue to be reduced in future periods.

While the negative impact of COVID-

on our business was reduced significantly in the

second

half of

2020

and the

first

quarter of

2021,

the spread of the virus or variants of the virus could worsen and

one

or more of our significant customers or suppliers could be impacted, or significant additional governmental regulations and restrictions could be imposed, thus negatively impacting our business in the future. As a result of our current level of working capital as well as the availability of our revolving credit facility, which is discussed in Note

we currently expect to have sufficient liquidity to operate our business throughout

2021.

Our revolving credit facility, which had

outstanding balance, was set to mature on

April 9, 2021.

As discussed in Note

14,

we modified this facility on

April 10, 2021

and extended it as modified through

April 9, 2024.

Note 8 - Leases

3 Months Ended

Mar. 31, 2021

Lessee, Operating Leases [Text Block]

(

)

LEASES

We lease our offices, warehouse facilities and certain equipment under non-cancellable operating leases which expire at various dates through

2031.

Total operating lease and short-term lease costs for the

three

months ended

March 31, 2021

and

2020

were as follows:

	Three Months Ended March 31,
	2021		2020

Operating lease cost	$	324	$	392
Short-term lease cost	$	8	$	12

The following is additional information about our leases as of

March 31, 2021:

Range of remaining lease terms (in years)	0.1	to	10.0
Weighted average remaining lease term (in years)			6.4
Weighted average discount rate			4.3	%

Maturities of lease liabilities as of

March 31, 2021

were as follows:

2021 (remainder)	$	1,074
2022		1,402
2023		1,413
2024		1,394
2025		723
Thereafter		1,845
Total lease payments	$	7,851
Less imputed interest		(938	)
Total	$	6,913

Supplemental Cash Flow Information

Total amortization of ROU assets for the

three

months ended

March 31, 2021

and

2020

was

$280

and

$325,

respectively.

Note 2 - Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2021

Significant Accounting Policies [Text Block]

(

)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Use of Estimates

-K for the year ended

December 31, 2020 (

“2020

Form

-K”) filed on

March 23, 2021

with the Securities and Exchange Commission.

Reclassification

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

Subsequent Events

We have made an assessment of our operations and determined that there were

material subsequent events requiring adjustment to, or disclosure in, our consolidated financial statements for the

three

months ended

March 31, 2021

other than those described in Note

14.

Business Combinations

third

Restructuring and Other Charges

In accordance with the guidance in Accounting Standards Codification (“ASC”) Topic

420

may

be recognized upon notification or ratably over the remaining required service period of the employees. Plans to consolidate excess facilities

may

result in lease termination fees and impairment charges related to our right-of-use (“ROU”) assets that are associated with the leases for these facilities. Other long-lived assets that

may

842

(Leases), ASC Topic

360

(Property, Plant and Equipment) and ASC Topic

350

(Intangibles - Goodwill and Other).

Goodwill, Intangible and Long-Lived Assets

We account for goodwill and intangible assets in accordance with ASC Topic

350

fourth

quarter on a reporting unit basis, or more frequently when events and circumstances occur indicating that the recorded goodwill

may

not

that the fair value of a reporting unit is less than its carrying amount. If, as a result of our qualitative assessment, we determine that it is more-likely-than-

not

that the fair value of the reporting unit is greater than its carrying amount, a quantitative goodwill impairment test is

not

required. However, if, as a result of our qualitative assessment, we determine it is more-likely-than-

not

that the fair value of a reporting unit is less than its carrying amount, or, if we choose

not

Indefinite-lived intangible assets are assessed for impairment annually in the

fourth

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,

may

not

be fully recoverable or that the useful lives of these assets are

Revenue Recognition

We recognize revenue in accordance with the guidance in ASC Topic

606

may

Revenue is recorded in an amount that reflects the consideration we expect to receive in exchange for those products or services. We do

not

have any material variable consideration arrangements, or any material payment terms with our customers other than standard payment terms which generally range from net

to net

days. We generally do

not

provide a right of return to our customers. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities.

Nature of Products and Services

We 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

not

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

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

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

Refer to Notes

and

for further information about our revenue from contracts with customers.

Inventories

Inventories are valued at cost on a

first

-in,

first

-out basis,

not

three

years. Effective

January 1, 2021,

our criteria identify obsolete material as material that has

not

been used in a work order during the prior

twenty-four

months. Prior to

January 1, 2021,

these criteria identified obsolete material as material that had

not

been used in a work order during the prior

twelve

$39

and

$171

for the

three

months ended

March 31, 2021

and

2020,

respectively. The change in our estimate of obsolete material that was effective as of

January 1, 2021

reflects changes that have occurred in the markets we serve and the business cycles within those markets. This change in estimate did

not

have a material impact on our consolidated financial statements.

Leases

We account for leases in accordance with ASC Topic

842

(Leases) which was effective for us as of

January 1, 2019.

Upon adoption of ASC Topic

842,

we elected the package of practical expedients which included the grandfathering of the lease classification that had been made under prior guidance and, accordingly, we did

not

re-evaluate any of our leases for classification purposes in connection with the implementation of ASC Topic

842.

All our lease contracts are still being treated as operating leases. We do

not

currently have any lease contracts that meet the criteria to be categorized as finance leases. We did

not

elect the hindsight practical expedient and therefore did

not

reevaluate the lease terms that we used under prior guidance. The implementation of ASC Topic

842

had a significant impact on our consolidated balance sheet as a result of recording ROU assets and lease liabilities for all our multi-year leases. Under prior guidance,

none

842

did

not

have a significant impact on our pattern of expense recognition for any of our multi-year leases.

may

be either explicitly or implicitly specified in the contract. In addition, the supplier must

not

have any practical ability to substitute a different asset and would

not

842.

not

currently have any finance leases. We do

not

have embedded leases nor do we have any initial direct costs related to our lease contracts.

None

may

not

obligated to pay rent. For these leases, our ROU asset and lease liability are calculated including any rent holiday in the determination of the life of the lease.

not

included in the calculation of the ROU assets and lease liabilities as they are based on actual charges incurred in the periods to which they apply.

We have made an accounting policy election

not

to apply the recognition requirements of ASC Topic

842

to short-term leases (leases with a term of

one

year or less at the commencement date of the lease). Lease expense for short-term lease payments is recognized on a straight-line basis over the lease term.

See Note

for further disclosures regarding our leases.

Contingent Liability for Repayment of State and Local Grant Proceeds

In connection with leasing a new facility in Rochester, New York, which our subsidiary, Ambrell, occupied in

May 2018,

we entered into agreements with the city of Rochester and the state of New York under which we received grants totaling

$463

2023.

If we fail to meet these employment targets, we

may

be required to repay a proportionate share of the proceeds. As of

March 31, 2021,

$370

of the total proceeds received could still be required to be repaid if we do

not

meet the targets. We have recorded this amount as a contingent liability which is included in other liabilities on our balance sheet. Those portions of the proceeds which are

$81

March 31, 2021.

As of

December 31, 2020,

we were

not

in compliance with the employment targets as specified in the grant agreement with the city of Rochester. We applied for and received a waiver of this requirement for the year ended

December 31, 2020.

The waiver provided us until

December 31, 2021

to come into compliance with the targets as outlined in the waiver. As of

March 31, 2021,

we were in compliance with those targets.

Stock-Based Compensation

We account for stock-based compensation in accordance with ASC Topic

718

10.

Income Taxes

not

that such assets will

not

be realized.

Net Earnings (Loss) Per Common Share

	Three Months Ended March,
	2021		2020
Weighted average common shares outstanding - basic		10,329,449		10,220,853
Potentially dilutive securities:
Unvested shares of restricted stock and employee stock options		196,377		-
Weighted average common shares and common share equivalents outstanding - diluted		10,525,826		10,220,853

Average number of potentially dilutive securities excluded from calculation		347,068		685,667

Effect of Recently Issued Amendments to Authoritative Accounting Guidance

June 2016,

the Financial Accounting Standards Board (“FASB”) issued amendments to the guidance for accounting for credit losses. In

November 2019,

December 15, 2022.

first

reporting period in which the guidance is effective. We plan to adopt the amendments when they become effective for us on

January 1, 2023.

We do

not

currently expect that the adoption of these amendments will have a material impact on our consolidated financial statements.

Note 13 - Segment Information (Details Textual)	3 Months Ended
Note 13 - Segment Information (Details Textual)	Mar. 31, 2021
Number of Reportable Segments	2

Note 4 - Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Finite-lived, Gross Carrying Amount	$ 12,080		$ 12,080
Finite-lived, Accumulated Amortization	6,673		6,369
Net Carrying Amount, finite-lived	5,407	$ 5,711	5,711
Intangible Assets, Gross Carrying Amount	18,790		18,790
Net Carrying Amount	12,117	$ 12,421	12,421
Trademarks [Member]
Indefinite-lived, Gross Carrying Amount	6,710		6,710
Net Carrying Amount, indefinite-lived	6,710		6,710
Customer Relationships [Member]
Finite-lived, Gross Carrying Amount	10,480		10,480
Finite-lived, Accumulated Amortization	5,191		4,912
Net Carrying Amount, finite-lived	5,289		5,568
Patented Technology [Member]
Finite-lived, Gross Carrying Amount	600		600
Finite-lived, Accumulated Amortization	498		477
Net Carrying Amount, finite-lived	102		123
Patents [Member]
Finite-lived, Gross Carrying Amount	590		590
Finite-lived, Accumulated Amortization	574		570
Net Carrying Amount, finite-lived	16		20
Computer Software, Intangible Asset [Member]
Finite-lived, Gross Carrying Amount	270		270
Finite-lived, Accumulated Amortization	270		270
Net Carrying Amount, finite-lived
Trade Names [Member]
Finite-lived, Gross Carrying Amount	140		140
Finite-lived, Accumulated Amortization	140		140
Net Carrying Amount, finite-lived

Note 9 - Debt (Details Textual) $ in Millions	Apr. 10, 2020 USD ($)
M&T [Member] \| Revolving Credit Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity	$ 7.5

Consolidated Statements of Stockholders' Equity (Unaudited) - 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, 2019	10,413,982
Balance at Dec. 31, 2019	$ 104	$ 26,256	$ 18,005	$ 673	$ (204)	$ 44,834
Net earnings (loss)			(1,143)			(1,143)
Other comprehensive earnings (loss)				(38)		(38)
Amortization of deferred compensation related to stock-based awards		187				187
Issuance of unvested shares of restricted stock (in shares)	58,160
Issuance of unvested shares of restricted stock	$ 1	1
Issuance of unvested shares of restricted stock	$ (1)	(1)
Forfeiture of unvested shares of restricted stock (in shares)	(8,315)
Repurchase and retirement of common stock (in shares)	(13,767)
Repurchase and retirement of common stock		(74)				(74)
Balance (in shares) at Mar. 31, 2020	10,450,060
Balance at Mar. 31, 2020	$ 105	26,368	16,862	635	(204)	$ 43,766
Balance (in shares) at Dec. 31, 2020	10,562,200					10,562,200
Balance at Dec. 31, 2020	$ 106	26,851	17,110	889	(204)	$ 44,752
Net earnings (loss)			2,212			2,212
Other comprehensive earnings (loss)				(101)		(101)
Amortization of deferred compensation related to stock-based awards		269				269
Issuance of unvested shares of restricted stock (in shares)	81,468
Issuance of unvested shares of restricted stock	$ 1	1
Issuance of unvested shares of restricted stock	$ (1)	(1)
Stock options exercised (in shares)	99,740					99,740
Stock options exercised	$ 1	716				$ 717
Balance (in shares) at Mar. 31, 2021	10,743,408					10,743,408
Balance at Mar. 31, 2021	$ 108	$ 27,835	$ 19,322	$ 788	$ (204)	$ 47,849

Note 14 - Subsequent Events (Details Textual) - Revolving Credit Facility [Member] - M&T [Member] - USD ($) $ in Millions	Apr. 10, 2021	Apr. 10, 2020
Line of Credit Facility, Maximum Borrowing Capacity		$ 7.5
Subsequent Event [Member]
Line of Credit Facility, Maximum Borrowing Capacity	$ 10.0
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage	0.15%

Note 8 - Leases (Tables)

3 Months Ended

Mar. 31, 2021

Lease, Cost [Table Text Block]

	Three Months Ended March 31,
	2021		2020

Operating lease cost	$	324	$	392
Short-term lease cost	$	8	$	12

Range of remaining lease terms (in years)	0.1	to	10.0
Weighted average remaining lease term (in years)			6.4
Weighted average discount rate			4.3	%

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

2021 (remainder)	$	1,074
2022		1,402
2023		1,413
2024		1,394
2025		723
Thereafter		1,845
Total lease payments	$	7,851
Less imputed interest		(938	)
Total	$	6,913

Note 3 - Restructuring and Other Charges (Tables)

3 Months Ended

Mar. 31, 2021

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

Balance - January 1, 2021	$	340
Accruals for other costs associated with the EMS segment facility consolidation		55
Cash payments		(138	)
Balance - March 31, 2021	$	257

Note 13 - Segment Information - Segment Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Net revenues	$ 19,556	$ 11,230
Earnings (loss) before income tax expense (benefit)	2,578	(1,393)
Net earnings (loss)	2,212	(1,143)
Corporate, Non-Segment [Member]
Earnings (loss) before income tax expense (benefit)	(145)	37
Net earnings (loss)	(124)	31
Thermal Testing Products [Member] \| Operating Segments [Member]
Net revenues	11,055	9,334
Earnings (loss) before income tax expense (benefit)	103	(426)
Net earnings (loss)	88	(350)
EMS [Member] \| Operating Segments [Member]
Net revenues	8,501	1,896
Earnings (loss) before income tax expense (benefit)	2,620	(1,004)
Net earnings (loss)	$ 2,248	$ (824)

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

Note 13 - Segment Information - Identifiable Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Identifiable Assets	$ 67,126	$ 62,030
Corporate, Non-Segment [Member]
Identifiable Assets	1,359	1,581
Thermal Testing Products [Member]
Identifiable Assets	52,096	50,782
EMS [Member]
Identifiable Assets	$ 13,671	$ 9,667

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

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Note 6 - Major Customers (Details Textual)	3 Months Ended
Note 6 - Major Customers (Details Textual)	Mar. 31, 2021	Mar. 31, 2020
Number of Major Customers	0	0
Customer Concentration Risk [Member] \| Revenue Benchmark [Member] \| Texas Instruments Incorporated [Member]
Concentration Risk, Percentage	16.00%

Note 7 - Inventories - Inventories Held (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Raw materials	$ 5,980	$ 5,371
Work in process	992	1,085
Inventory consigned to others	44	45
Finished goods	1,196	975
Total inventories	$ 8,212	$ 7,476

Note 11 - Stock Repurchase Plan

3 Months Ended

Mar. 31, 2021