SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549


                            Form 8-K/A


        Current Report Pursuant to Section 13 or 15(d) of
               the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  August 3, 1998
                                                   -------------- 

                       inTEST Corporation
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       (Exact Name of Registrant as Specified in Charter)

   Delaware                 0-22529                22-2370659
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(State or Other     (Commission File Number)   (I.R.S. Employer
Jurisdiction of                               Identification No.)
 Incorporation)


2 Pin Oak Lane, Cherry Hill, New Jersey              08003
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(Address of Principal Executive Offices)          (Zip Code)



Registrant's telephone number, including area code: (609)424-6886
                                                    -------------



The Current Report on Form 8-K filed by inTEST Corporation (the "Company") on
August 5, 1998 is hereby amended to include the financial information required
in Item 7.

ITEM 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
            AND EXHIBITS.

(a)    Financial Statements of Business Acquired:

                             TESTDESIGN CORPORATION

                         INDEX TO FINANCIAL STATEMENTS

                                                              Page
                                                              ----

       Independent Auditors' Report                             1
          
       Balance Sheets                                           2
          
       Statements of Earnings                                   3
          
       Statements of Shareholder's Equity                       4
          
       Statements of Cash Flows                                 5
          
       Notes to Financial Statements                          6 - 11
          


                         INDEPENDENT AUDITORS' REPORT


The Board of Directors and Shareholder
TestDesign Corporation


We have audited the accompanying balance sheets of TestDesign Corporation (the
"Company") as of May 31, 1998 and June 30, 1997, and the related statements of
earnings, shareholder's equity, and cash flows for the eleven months ended May
31, 1998, and for the year ended June 30, 1997.  These financial statements
are the responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of TestDesign Corporation as of
May 31, 1998 and June 30, 1997, and the results of its operations and its cash
flows for the eleven months ended May 31, 1998, and for the year ended June
30, 1997, in conformity with generally accepted accounting principles.


                                      KPMG PEAT MARWICK LLP

Mountain View, California
July 2, 1998

                                        1


                            TESTDESIGN CORPORATION
                                BALANCE SHEETS
                     (In thousands, except for share data)

May 31, June 30, 1998 1997 ------- -------- ASSETS Current Assets: Cash and cash equivalents $ 49 $ 318 Marketable securities - 81 Trade accounts and notes receivable, net of allowance for doubtful accounts of $54 as of May 31, 1998 and June 30, 1997 1,272 939 Inventories 943 892 Deferred tax asset 200 28 Other current assets 37 95 ------ ------ Total current assets 2,501 2,353 ------ ------ Property and equipment: Machinery and equipment 1,037 953 Leasehold improvements 33 30 ------ ------ 1,070 983 Accumulated depreciation (708) (548) ------ ------ Net property and equipment 362 435 ------ ------ Total assets $2,863 $2,788 ====== ====== LIABILITIES AND SHAREHOLDER'S EQUITY Current liabilities: Accounts payable $ 284 $ 480 Accrued expenses 436 192 Warranty reserve 20 20 Line of credit - 201 Payable to related party 115 386 Income taxes payable 268 115 ------ ------ Total current liabilities 1,123 1,394 ------ ------ Commitments (Note 6) Subsequent event (Note 10) Shareholder's equity: Common stock, no par value, 1,000,000 shares authorized; 70,000 shares issued and outstanding 9 9 Retained earnings 1,731 1,380 Unrealized gain on securities - 5 ------ ------ Total shareholder's equity 1,740 1,394 ------ ------ Total liabilities and shareholder's equity $2,863 $2,788 ====== ======
See accompanying notes to financial statements. 2 TESTDESIGN CORPORATION STATEMENTS OF EARNINGS (In thousands)
Eleven Months Ended Year Ended May 31, 1998 June 30, 1997 ------------ ------------- Revenues $7,713 $9,471 Cost of revenues 4,825 6,135 ------ ------ Gross profit 2,888 3,336 Expenses: Selling 538 414 Research and development 403 327 General and administrative 1,357 1,738 ------ ------ Operating income 590 857 ------ ------ Other income (expense): Interest income 1 - Interest expense (12) (27) Other, net 17 (38) ------ ------ Total other income (expense), net 6 (65) ------ ------ Earnings before income taxes 596 792 Income tax expense 245 325 ------ ------ Net earnings $ 351 $ 467 ====== ======
See accompanying notes to financial statements. 3 TESTDESIGN CORPORATION STATEMENTS OF SHAREHOLDER'S EQUITY ELEVEN MONTHS ENDED MAY 31, 1998 AND YEAR ENDED JUNE 30, 1997 (In thousands, except for share data)
Common Stock Unrealized Total ------------------ Retained Gain On Shareholder's Shares Amount Earnings Securities Equity ------ ------ -------- ---------- ------------- Balances, July 1, 1996 70,000 $ 9 $ 913 $ - $ 922 Unrealized gain on securities - - - 5 5 Net earnings - - 467 - 467 ------ ----- ------ ----- ------ Balances, June 30, 1997 70,000 9 1,380 5 1,394 Realized gain on securities - - - (5) (5) Net earnings - - 351 - 351 ------ ----- ------ ----- ------ Balances, May 31, 1998 70,000 $ 9 $1,731 $ - $1,740 ====== ===== ====== ===== ======
See accompanying notes to financial statements. 4 TESTDESIGN CORPORATION STATEMENTS OF CASH FLOWS (In thousands)
Eleven Months Ended Year Ended May 31, 1998 June 30, 1997 ------------ ------------- Cash flows from operating activities: Net earnings $ 351 $ 467 Adjustments to reconcile net earnings to net cash (used in) provided by operating activities: Depreciation and amortization 166 196 Gain on sale of assets (5) - Gain on sale of securities (5) - Write-down of investment - 50 Changes in operating assets and liabilities: Trade receivables (333) 99 Inventories (51) 221 Deferred income taxes (173) 91 Other current assets 58 20 Accounts payable (196) (1,331) Accrued expenses 244 (8) Payable to related party (271) 249 Income taxes payable 153 (19) ------ ------ Net cash (used in) provided by operating activities (62) 35 ------ ------ Cash flows from investing activities: Short-term investments, net 81 (10) Proceeds from sale of property and equipment 7 - Purchase of property and equipment (94) (217) ------ ------ Net cash used in investing activities (6) (227) ------ ------ Cash flows (used in) provided by financing activities - (repayments of) proceeds from line of credit (201) 201 ------ ------ (Decrease) increase in cash and cash equivalents (269) 9 Cash and cash equivalents at beginning of period/year 318 309 ------ ------ Cash and cash equivalents at end of period/year $ 49 $ 318 ====== ====== Supplemental disclosures of cash flow information: Cash paid during the period/year for: Income taxes $ 262 $ 197 ====== ====== Interest $ 12 $ 27 ====== ======
See accompanying notes to financial statements. 5 TESTDESIGN CORPORATION NOTES TO FINANCIAL STATEMENTS MAY 31, 1998 AND JUNE 30, 1997 (In thousands, except share data) (1) NATURE OF OPERATIONS TestDesign Corporation (the "Company") was incorporated in the state of California in 1985 and is wholly owned by one shareholder who is also the President. The Company designs prototypes and fabricates high technology electronic test hardware products used in the semiconductor manufacturing industry worldwide. The major customers of the Company include Hewlett-Packard, Intel, Motorola, National Semiconductor, Philips, Cypress Semiconductor, and other semiconductor manufacturers. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Cash and Cash Equivalents Short-term investments, which have maturities of three months or less when purchased, are considered to be cash equivalents and are carried at cost, which approximates market value. (b) Marketable Securities The Company accounts for marketable securities in accordance with Statement of Financial Accounting Standards (SFAS) No. 115. These investments are classified as "available-for-sale." Such investments are recorded at fair value, with unrealized gains and losses reported as a separate component of shareholder's equity. The cost of securities sold is based upon the specific identification method. (c) Inventories Inventories consist of raw materials, work in progress, and finished goods. Inventories are stated at lower of cost (first in, first out) or market value (net realizable value). (d) Property and Equipment Machinery and equipment are stated at cost. The estimated useful lives range from five to seven years. Leasehold improvements are recorded at cost and amortized over the shorter of the lease term or estimated useful life of the asset. Depreciation is based upon the estimated useful life of the assets using the double declining balance method. (e) Income Taxes Income taxes are accounted for by the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the 6 TESTDESIGN CORPORATION NOTES TO FINANCIAL STATEMENTS MAY 31, 1998 AND JUNE 30, 1997 (In thousands, except share data) (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) (e) Income Taxes (Continued) 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 income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. (f) Revenue Recognition Revenues from sales of products are recognized upon shipment to customers. (g) Research and Development Research and development costs are expensed as incurred. (h) Product Warranties The Company generally provides product warranties and records estimated warranty expense at the time of sale based upon historical claims experience. (i) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (3) CONCENTRATIONS OF CREDIT RISK The Company's customers are in the semiconductor industry. During 1998 and 1997, the Company had sales to certain customers that exceeded 10% of the Company's revenues. Those sales as a percentage of total revenue were as follows:
Customers 1998 1997 --------- ---- ---- A 34% 56% B 11% 3% C 1% 12%
7 TESTDESIGN CORPORATION NOTES TO FINANCIAL STATEMENTS MAY 31, 1998 AND JUNE 30, 1997 (In thousands, except share data) (3) CONCENTRATIONS OF CREDIT RISK (Continued) Additionally, as of May 31, 1998 and June 30, 1997, these three customers accounted for a total of 44% and 58% of trade receivables, respectively. (4) INVENTORIES Inventories held as of May 31, 1998 and June 30, 1997, were comprised of the following:
May 31, 1998 June 30, 1997 ------------ ------------- Raw materials $ 750 $ 457 Work in process 188 264 Finished goods 43 171 Reserve for slow moving and obsolete inventory (38) - ----- ----- $ 943 $ 892 ===== =====
(5) LINE OF CREDIT In 1997, the Company entered into a line of credit agreement dated June 10, 1997, with a credit limit of $500 and an interest rate of 9.25% as of June 30, 1997. The debt is personally guaranteed by the sole owner of the Company. The Company has $-0- and $201 outstanding under the line of credit as of May 31, 1998 and June 30, 1997, respectively. Borrowings under this line of credit are principally used for working capital purposes. The line of credit was terminated in February 1998. (6) COMMITMENTS The company leases premises in Sunnyvale, California, which commenced on January 1, 1998, under a noncancelable operating lease expiring in the year 1999. The Company rents its offices and warehouse space under term leases expiring in December 1999. The aggregate minimum rental commitments under the noncancelable operating lease in effect as of May 31, 1998, are as follows:
Year Ending May 31, --------- 1999 $ 146 2000 and thereafter 79 ----- $ 225 =====
8 TESTDESIGN CORPORATION NOTES TO FINANCIAL STATEMENTS MAY 31, 1998 AND JUNE 30, 1997 (In thousands, except share data) (6) COMMITMENTS (Continued) Rental expense for the eleven months ended May 31, 1998, and for the year ended June 30, 1997, was $124 and $121, respectively. (7) INCOME TAXES The components of income tax expense, as presented in the accompanying statements of earnings, are comprised of federal and state taxes. The components of income taxes for the eleven months ended May 31, 1998, and for the year ended June 30, 1997, are as follows:
Eleven Months Ended Year Ended May 31, 1998 June 30, 1997 ------------ ------------- Income taxes: Current: Federal $ 337 $ 180 State 81 54 ------- ------- 418 234 ------- ------- Deferred: Federal (146) 61 State (27) 30 ------- ------- (173) 91 ------- ------- $ 245 $ 325 ======= =======
The following reconciles the expected corporate federal income tax expense (computed by multiplying the Company's income before taxes by 34%) to the Company's income tax expense for the eleven months ended May 31, 1998, and for the year ended June 30, 1997:
May 31, 1998 June 30, 1997 ------------ ------------- Expected income tax expense $ 201 $ 243 State income tax, net of federal benefit 36 56 Other 8 26 ------ ------ $ 245 $ 325 ====== ======
9 TESTDESIGN CORPORATION NOTES TO FINANCIAL STATEMENTS MAY 31, 1998 AND JUNE 30, 1997 (In thousands, except share data) (7) INCOME TAXES (Continued) The tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amount used for income tax purposes that give rise to significant portions of deferred tax assets and liabilities as of May 31, 1998 and June 30, 1997, are presented below:
May 31, 1998 June 30, 1997 ------------ ------------- Deferred tax assets: Accruals and reserves $ 185 $ 24 Capital loss carryforwards 36 36 Deferred state taxes 15 4 ------ ------ Total gross deferred tax assets 236 64 Valuation allowance (36) (36) ------ ------ Net deferred tax assets $ 200 $ 28 ====== ======
Capital loss carryforwards are fully offset by the valuation allowance. Based on the Company's history of prior operating earnings and its expectation of the future, management believes that taxable income will more likely than not be sufficient to realize the net deferred tax assets of $200 as of May 31, 1998. (8) EMPLOYEE BENEFIT PLANS On July 1, 1994, the Company adopted its 401(k) Savings and Profit Sharing Plan (the Plan), which is open to all of its employees who exceed 18 years of age and have 6 months of service. A feature of the Plan includes a mandatory matching requirement equal to 25% of an employee's contribution for employee contributions up to 5% of gross salary. Matching contributions for the Plan accrued during the eleven months ended May 31, 1998, and for the year ended June 30, 1997, were $7 and $5, respectively. A feature of the Plan allows the Company to make discretionary matching contributions up to 6.5% of an employees' gross salary for the year. Contributions accrued for profit sharing during the eleven months ended May 31, 1998, and for the year ended June 30, 1997, were $-0- and $48, respectively. During 1998, due to the implementation of the new bonus and commission plan, the Company has not elected to make profit sharing matching contributions. 10 TESTDESIGN CORPORATION NOTES TO FINANCIAL STATEMENTS MAY 31, 1998 AND JUNE 30, 1997 (In thousands, except share data) (9) ACCRUED EXPENSES Accrued expenses as of May 31, 1998 and June 30, 1997, consisted of the following:
May 31, 1998 June 30, 1997 ------------ ------------- Accrued commissions $ 69 $ 107 Accrued vacation 39 28 Accrued management fee to Prim 250 - Other 78 57 ------ ------ $ 436 $ 192 ====== ======
(10) SUBSEQUENT EVENT In July 1998, TestDesign's sole shareholder entered into an agreement to sell all of the Company's common stock to inTEST Corporation. The purchase agreement provides for certain representations, indemnifications, and warranties for items which may eventuate including tax and litigation. (11) RELATED PARTY Prim Distribution, Inc. ("Prim") is a subchapter S corporation wholly owned by the sole shareholder of TestDesign and was organized primarily to provide management services to the Company. Prim invoiced TestDesign for management fees in respect of services provided during 1998 and 1997 of $250 and $950, respectively. The balances owed to Prim of $115 and $386 as of May 31, 1998 and June 30, 1997, respectively, are reflected as current liabilities as there are no written loan agreements and no fixed repayment terms specified for these amounts. (12) INVESTMENT During 1997, $50 representing an investment in the stock of Triple S Engineering Corporation (the "Corporation") carried at historical cost was written off as the Corporation declared bankruptcy. Management believes the write-off was necessary to reflect a permanent impairment in the value of this investment. 11 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (Continued) (b) Pro Forma Financial Information: Background ---------- On August 3, 1998, the Company acquired 100% of the issued and outstanding common shares of TestDesign Corporation ("TestDesign"). The acquisition price consisted of a cash payment of $4.4 million and the issuance of 625,000 shares of the Company's common stock. Although the Company's common stock had a market price of $4.75 per share on the closing date of the transaction, all of the 625,000 shares issued in connection with the acquisition are subject to legal restrictions on transfer and have been valued at a 10% discount to the market price of the shares. In addition, the Company incurred transaction costs of an estimated $425,000 in completing the acquisition. The following allocation of the purchase price is preliminary and subject to change: Cash payment $4,400 625,000 common shares at $4.28 2,672 Transaction costs 425 ------ Total purchase price 7,497 Estimated fair market value of identifiable assets acquired 1,683 ------ Goodwill to be amortized $5,814 ====== The goodwill of $5.8 million resulting from the acqusition of TestDesign will be amortized over a period of 15 years. In June 1997, in connection with the Company's initial public offering (the "Offering"), the Company terminated its status as an S corporation. Simultaneous with the closing of the Offering, the Company acquired the 21% minority interests in each of its three foreign subsidiaries, which resulted in goodwill of $1.3 million, which is being amortized over 15 years. The following pro forma balance sheet and statements of earnings reflect the combination as if it had occurred on June 30, 1998 for purposes of the pro forma balance sheet and as of January 1, 1997 for purposes of the pro forma statements of earnings and include certain pro forma adjustments which gives effect to these events. (b) Pro Forma Financial Information: (Continued) inTEST Corporation Pro Forma Consolidated Balance Sheet As of June 30, 1998 (In thousands, except share data)
Historical --------------------- inTEST TestDesign Adjustments Pro Forma ------- ---------- ----------- --------- ASSETS: Current assets: Cash and cash equivalents $13,215 $ 114 $(4,825) $ 8,504 Trade accounts and notes receivable 3,472 957 4,429 Allowance for doubtful accounts (143) (54) (197) Inventories 1,645 937 2,582 Other current assets 474 235 709 ------- ------- ------- ------- Total current assets 18,663 2,189 (4,825) 16,027 ------- ------- ------- ------- Net property and equipment 472 347 819 Other assets 139 - 139 Goodwill 1,245 - 5,814 7,059 ------- ------- ------- ------- Total assets $20,519 $ 2,536 $ 989 $24,044 ======= ======= ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 1,054 $ 348 $ 1,402 Accrued expenses 648 190 838 Payable to related parties - 115 115 Domestic and foreign income taxes payable 259 200 459 ------- ------- ------- ------- Total current liabilities 1,961 853 2,814 ------- ------- ------- ------- Stockholders' equity: Preferred stock, $.01 par value; 5,000 shares authorized; no shares issued or outstanding - - - Common stock, $.01 par value; 20,000,000 shares authorized; 6,536,034 shares issued and outstanding 59 3 3 65 Additional paid-in capital 13,981 6 2,660 16,647 Retained earnings 4,705 1,674 (1,674) 4,705 Accumulated other comprehensive expense (187) - (187) ------- ------- ------- ------- Total stockholders' equity 18,558 1,683 989 21,230 ------- ------- ------- ------- Total liabilities and stockholders' equity $20,519 $ 2,536 $ 989 $24,044 ======= ======= ======= =======
(b) Pro Forma Financial Information: (Continued) PRO FORMA ADJUSTMENTS DETAIL - ---------------------------- Cash inTEST-Cash payment for purchase of TestDesign $(4,400) inTEST-Payment of transaction costs (425) ------- $(4,825) ======= Goodwill inTEST-Establish goodwill from purchase of TestDesign $ 5,814 ------- $ 5,814 ======= Common Stock inTEST-Record par value of shares issued in purchase of TestDesign $ 6 TestDesign-Eliminate common shares purchased (3) ------- $ 3 ======= Additional Paid in Capital inTEST-Record difference between par value and market value of shares issued less 10% illiquidity discount $ 2,666 TestDesign-Eliminate paid in capital (6) ------- $ 2,660 ======= Retained Earnings TestDesign-Eliminate prior retained earnings $(1,674) ------- $(1,674) =======
(b) Pro Forma Financial Information: (Continued) inTEST Corporation Pro Forma Consolidated Statements of Earnings (In thousands, except share data)
Year Ended December 31, 1997 Six Months Ended June 30, 1998 -------------------------------------------- -------------------------------------------- Historical Historical -------------------- -------------------- inTEST TestDesign Adjustments Pro Forma inTEST TestDesign Adjustments Pro Forma --------- ---------- ----------- --------- --------- ---------- ----------- --------- Revenues $20,746 $ 8,943 $29,689 $10,789 $ 3,892 $14,681 Cost of revenues 7,808 5,700 13,508 4,334 2,457 6,791 ------- ------- ------- ------- ------- ------- ------- ------- Gross profit 12,938 3,243 16,181 6,455 1,435 7,890 ------- ------- ------- ------- ------- ------- ------- ------- Operating expenses: Selling expense 2,789 500 3,289 1,419 307 1,726 Research and development expense 1,737 384 2,121 855 215 1,070 General and administrative expense 2,225 1,609 $ (22) 3,812 1,176 702 $ 144 2,022 ------- ------- ------- ------- ------- ------- ------- ------- Total operating expenses 6,751 2,493 (22) 9,222 3,450 1,224 144 4,818 ------- ------- ------- ------- ------- ------- ------- ------- Operating income 6,187 750 22 6,959 3,005 211 (144) 3,072 ------- ------- ------- ------- ------- ------- ------- ------- Other income (expense): Interest income 349 1 350 266 - 266 Interest expense (15) (21) (36) (2) (5) (7) Other (74) (10) (84) 11 8 19 ------- ------- ------- ------- ------- ------- ------- ------- Total other income (expense) 260 (30) 230 275 3 278 ------- ------- ------- ------- ------- ------- ------- ------- Earnings before income taxes and minority interest 6,447 720 22 7,189 3,280 214 (144) 3,350 Income tax expense 2,090 297 770 3,157 1,218 88 20 1,326 ------- ------- ------- ------- ------- ------- ------- ------- Earnings before minority interest 4,357 423 (748) 4,032 2,062 126 (164) 2,024 Minority interest (25) - 25 - - - - ------- ------- ------- ------- ------- ------- ------- ------- Net earnings $ 4,332 $ 423 $ (723) $ 4,032 $ 2,062 $ 126 $ (164) $ 2,024 ======= ======= ======= ======= ======= ======= ======= ======= Pro forma earnings per share-basic $0.74 $0.71 $0.35 $0.31 Pro forma weighted average common shares outstanding- basic 5,068,349 625,000 5,693,349 5,911,034 625,000 6,536,034 Pro forma earnings per share-diluted $0.73 $0.71 $0.35 $0.31 Pro forma weighted average common and common stock equivalent shares outstanding-diluted 5,092,490 625,000 5,717,490 5,921,862 625,000 6,546,862
(b) Pro Forma Financial Information: (Continued) PRO FORMA ADJUSTMENTS DETAIL - ---------------------------- The pro forma statements of earnings of the Company for the year ended December 31, 1997 and the six months ended June 30, 1998 reflect: (a) the amortization of goodwill resulting from the acquisition of TestDesign and the acquisition of the minority interests in the Company's three foreign subsidiaries which occurred concurrent with the closing of the Company's initial public offering in June, 1997. (b) the adjustment to administrative expense to reflect the reductions in salary expense that will occur as a result of the acquisition of TestDesign. (c) the increase in income tax expense resulting from the termination of the Company's status as an S corporation shortly before the closing of its initial public offering and from the aforementioned reduction in administrative expense. TestDesign was a C corporation prior to its acquisition by the Company. (d) the elimination of the minority interest charge reflected in the Company's historical financial statements, as if the acquisition of the minority interest in its three foreign subsidiaries had occurred on January 1, 1997.
Six Months Year Ended Ended 12/31/97 6/30/98 ---------- ---------- General and Administrative Expense: inTEST-Goodwill adjustment from acquisition of minority interest in three foreign subsidiaries $ 40 inTEST-Goodwill adjustment from acquisition of TestDesign 388 $ 194 TestDesign-Adjust administrative expense - 1/1/97-6/30/98 (450) (50) ------ ------ $ (22) $ 144 ====== ====== Income Tax Expense: inTEST-Increase in tax provision resulting from change from S corp to C corp for period 1/1/97- 6/19/97 $ 590 TestDesign-Increase in tax provision resulting from decrease in administrative expense - 1/1/97- 6/30/98 180 $ 20 ------ ------ $ 770 $ 20 ====== ====== Minority Interest: inTEST-Elimination of minority interest resulting from acquisition of minority interests in three foreign subsidiaries $ 25 ------ $ 25 ======
(c) Exhibits: 23. Consent of KPMG Peat Marwick LLP SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. inTEST CORPORATION By: /s/ Hugh T. Regan, Jr. --------------------------- Hugh T. Regan, Jr. Treasurer and Chief Financial Officer Date: October 2, 1998 ---------------- EXHIBIT INDEX 23. Consent of KPMG Peat Marwick


                                                                EXHIBIT 23



CONSENT OF INDEPENDENT AUDITORS



The Board of Directors
TestDesign Corporation

We consent to the inclusion of our report dated July 2, 1998, with respect to
the balance sheets of TestDesign Corporation as of May 31, 1998 and June 30,
1997, and the related statements of earnings, shareholder's equity, and cash
flows for the eleven months ended May 31, 1998 and for the year ended June 30,
1997, which report appears in the Form 8-K/A of inTEST Corporation dated
August 3, 1998.





                                         KPMG Peat Marwick LLP

Mountain View, California
September 24, 1998