UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form
(Mark One)
For the quarterly period ended
or
Commission File No.
SERVOTRONICS, INC.
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I. R. S. Employer Identification No.) |
(Address of principal executive offices) (zip code)
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Ticker symbol(s) | Name of each exchange on which registered |
| | | |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| No ☐ |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
| No ☐ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Yes | No ☒ |
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at April 17, 2025 | |
| Common Stock, $.20 par value |
SERVOTRONICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands except share and per share data)
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Cash, restricted | ||||||||
| Accounts receivable, net | ||||||||
| Inventories, net | ||||||||
| Prepaid and other current assets | ||||||||
| Assets related to discontinued operation | ||||||||
| Total current assets | ||||||||
| Property, plant and equipment, net | ||||||||
| Other non-current assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Shareholders' Equity | ||||||||
| Current Liabilities: | ||||||||
| Line of credit | $ | $ | ||||||
| Current portion of post-retirement obligation | ||||||||
| Accounts payable | ||||||||
| Accrued employee compensation and benefits costs | ||||||||
| Accrued warranty | ||||||||
| Other accrued liabilities | ||||||||
| Liabilities related to discontinued operation | ||||||||
| Total Current Liabilities | ||||||||
| Long-Term Liabilities: | ||||||||
| Post-retirement obligation | ||||||||
| Post-retirement obligation, current | ( | ) | ( | ) | ||||
| Post-retirement obligation, net | ||||||||
| Other long-term liabilities | ||||||||
| Total long-term liabilities | ||||||||
| Shareholders' Equity: | ||||||||
| Common stock, par value $; shares authorized; shares issued; shares outstanding ( shares outstanding as of December 31, 2024) | ||||||||
| Capital in excess of par value | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Treasury stock, at cost shares ( shares as of December 31,2024) | ( | ) | ( | ) | ||||
| Total shareholders' equity | ||||||||
| Total Liabilities and Shareholders' Equity | $ | $ | ||||||
See notes to condensed consolidated financial statements
SERVOTRONICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except per share data)
(Unaudited)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | $ | $ | ||||||
| Costs of goods sold | ||||||||
| Gross profit | ||||||||
| Selling, general and administrative | ||||||||
| Operating income (loss) | ( | ) | ||||||
| Interest & other expense, net | ||||||||
| Income (loss) from continuing operations before income taxes | ( | ) | ||||||
| Income tax expense | ||||||||
| Income (loss) from continuing operations, net of tax | ( | ) | ||||||
| Loss from discontinued operation before income taxes | ( | ) | ( | ) | ||||
| Loss from discontinued operation, net of tax (see Note 2) | ( | ) | ( | ) | ||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Basic and diluted income (loss) per share: | ||||||||
| Continuing operations | $ | $ | ( | ) | ||||
| Discontinued operation | ( | ) | ( | ) | ||||
| Basic and diluted income (loss) per share | $ | $ | ( | ) | ||||
See notes to condensed consolidated financial statements
SERVOTRONICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
(Unaudited)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Other comprehensive income items: | ||||||||
| Actuarial gains | ||||||||
| Total | ||||||||
| Total comprehensive income (loss) | $ | $ | ( | ) | ||||
See notes to condensed consolidated financial statements
SERVOTRONICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows related to operating activities: | ||||||||
| Income (loss) from continuing operations | $ | $ | ( | ) | ||||
| Adjustments to reconcile income (loss) from continuing operations to net cash (used) provided by operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Stock based compensation | ||||||||
| (Decrease) increase allowance for credit losses | ( | ) | ||||||
| (Decrease) increase inventory reserve | ( | ) | ||||||
| Increase (decrease) warranty reserve | ( | ) | ||||||
| Changes in assets and liabilities (using) providing cash: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Inventories | ( | ) | ||||||
| Prepaid and other current assets | ( | ) | ( | ) | ||||
| Accounts payable | ||||||||
| Accrued employee compensation and benefit costs | ( | ) | ||||||
| Other accrued liabilities | ( | ) | ||||||
| Post-retirement obligations | ||||||||
| Other long-term liabilities | ( | ) | ||||||
| Net cash (used) provided by operating activities from continuing operations | ( | ) | ||||||
| Cash flows related to investing activities: | ||||||||
| Purchase of property, plant and equipment | ( | ) | ( | ) | ||||
| Disposal of property, plant and equipment | ||||||||
| Net cash used by investing activities from continuing operations | ( | ) | ( | ) | ||||
| Cash flows related to financing activities: | ||||||||
| Proceeds from (payments on) line of credit, net | ( | ) | ||||||
| Net cash provided (used) by financing activities from continuing operations | ( | ) | ||||||
| Discontinued Operation | ||||||||
| Cash used by operating activities | ( | ) | ( | ) | ||||
| Net cash used by discontinued operation | ( | ) | ( | ) | ||||
| Net (decrease) increase in cash and restricted cash | ( | ) | ||||||
| Cash and restricted cash at beginning of period | ||||||||
| Cash and restricted cash at end of period | $ | $ | ||||||
See notes to condensed consolidated financial statements
| Operations and Summary of Significant Accounting Policies |
Basis of Presentation and Principles of Consolidation
Servotronics, Inc. (“Servotronics”) and its subsidiaries (“Company”) design, manufacture and market servo-control components and other advanced technology products for aerospace, military and medical applications. The Company was incorporated in New York in 1959. In 1972, the Company was merged into a wholly owned subsidiary organized under the laws of the State of Delaware, thereby changing the Company’s state of incorporation from New York to Delaware. The Company’s shares currently trade on the New York Stock Exchange (NYSE American) under the symbol SVT.
The condensed consolidated financial statements currently include the accounts of Servotronics, The Ontario Knife Company ("OKC"), and other inactive, wholly owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. The Company derives its primary sales revenue from domestic customers, although a portion of finished products are for foreign end use.
The Company executed an Asset Purchase Agreement (“APA”) with a third party to sell certain assets of OKC, which transaction closed on August 1, 2023. Accordingly, the sale of assets and results of operations for OKC are presented as a “Loss from Discontinued Operation, net of tax” on the Condensed Consolidated Statements of Operations, and assets and liabilities are reflected as “Assets and Liabilities related to Discontinued Operation” in the Condensed Consolidated Balance Sheets. The “Loss from Discontinued Operation, net of tax” is included in the net income or net loss on the Condensed Consolidated Statements of Comprehensive Income (Loss), and the cash used by operating activities from the discontinued operation is included in the “Discontinued Operation” section of the Condensed Consolidated Statements of Cash Flows.
The accompanying unaudited Condensed Consolidated Financial Statements (“consolidated financial statements”) have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by United States generally accepted accounting principles for complete financial statements. The consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. All such adjustments are of a normal recurring nature. Operating results for the three-months ended March 31, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. The consolidated financial statements should be read in conjunction with the 2024 annual report and the notes thereto.
Amounts for all periods discussed below reflect the results of operations, financial condition and cash flows from the Company’s continuing operations, unless otherwise noted. Refer to Note 2 “Discontinued Operation and Assets and Liabilities Related to Discontinued Operation”, for further discussion on the discontinued operation.
Cash and Restricted Cash
The following table provides a reconciliation of cash and restricted cash to the amounts in the balance sheet:
| March 31, | December 31, | |||||||
| (in thousands) | 2025 | 2024 | ||||||
| Cash | $ | $ | ||||||
| Restricted cash | ||||||||
| Total cash and restricted cash | $ | $ | ||||||
The Company considers cash to include all currency and coin owned by the Company as well as all deposits in the bank including checking and savings accounts. The restricted cash of $ as of March 31, 2025 and December 31, 2024 represents collateral with a financial institution.
Accounts Receivable
The Company grants credit to substantially all of its customers and carries its accounts receivable at original invoice amount less an allowance for credit losses. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for credit losses based on history of past write-offs, collections, and current credit conditions. The allowance for credit losses was approximately $
Revenue Recognition
Revenues are recognized at the time of shipment of goods, transfer of title and customer acceptance, as required. Revenue transactions generally consist of a single performance obligation to transfer contracted goods. Purchase orders generally include specific terms relative to quantity, item description, specifications, price, customer responsibility for in-process costs, delivery schedule, shipping point, payment and other standard terms and conditions of purchase. Service revenue, principally representing repairs, is recognized at the time of shipment of goods.
Revenue is recognized at an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring goods and services to a customer. The Company determines revenue recognition using the following five steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when the Company satisfies a performance obligation.
Revenue excludes taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the Company from a customer (e.g., sales and use taxes). Revenue includes payments for shipping activities that are reimbursed by the customer to the Company.
Performance obligations are satisfied as of a point in time. Performance obligations are supported by contracts with customers, providing a framework for the nature of the distinct goods, services or bundle of goods and services. The timing of satisfying the performance obligation is typically indicated by the terms of the contract. As a significant portion of the Company’s revenue are recognized at the time of shipment, transfer of title and customer acceptance, there is no significant judgment applied to determine the timing of the satisfaction of performance obligations or transaction price. Shipping and handling activities that occur after the customer obtains control of the promised goods are considered fulfillment activities.
The timing of satisfaction of our performance obligations does not significantly vary from the typical timing of payment. The Company generally receives payment for these contracts within the payment terms negotiated and agreed upon by each customer contract.
Warranty and repair obligations are assessed on all returns. Revenue is not recorded on any warranty returns. The Company warrants its products against design, materials and workmanship based on an average of months. The Company determines warranty reserves needed based on actual average costs of warranty units shipped and current facts and circumstances. As of March 31, 2025, and December 31, 2024 under the guidance of ASC 460, the Company has recorded a warranty reserve of approximately $
The Company disaggregates revenue from contracts with customers into geographic regions. The Company determined that disaggregating revenue into this category achieves the objective to portray how the nature, timing, and uncertainty of revenue from cash flows are affected by different regions. Disaggregation of revenue by geographic region are provided below:
| Three Months Ended | ||||||||
| (in thousands) | March 31, 2025 | March 31, 2024 | ||||||
| Domestic | $ | $ | ||||||
| International | ||||||||
| Total Revenue | $ | $ | ||||||
Inventories
Inventories are stated at the lower of cost or net realizable value, with any adjustments reflected as a reduction to finished goods inventory. Cost includes all costs incurred to bring each product to its present location and condition. Inventory reserves consist of obsolete and/or slow-moving items based on inventory levels in excess of forecasted sales activity and have increased due to the reserve methodologies. These reserves are applied to the gross value of the inventory and are approximately $
The purchase of suppliers’ minimum economic quantities of material such as steel, etc. may result in a purchase of quantities exceeding two years of customer requirements. Also, in order to maintain a reasonable and/or agreed to lead time or minimum stocking requirements, certain larger quantities of other product support items may have to be purchased and may result in over year’s supply.
Shipping and Handling Costs
Shipping and handling costs are classified as a component of costs of goods sold.
Property, Plant and Equipment
Property, plant and equipment is carried at cost; expenditures for new facilities and equipment and expenditures which substantially increase the useful lives of existing plant and equipment are capitalized; expenditures for maintenance and repairs are expensed as incurred. Upon disposal of properties, the related cost and accumulated depreciation are removed from the respective accounts and any profit or loss on disposition is included in income.
Depreciation is provided on the basis of estimated useful lives of depreciable properties, primarily by the straight-line method for financial statement purposes and by accelerated methods for income tax purposes. Depreciation expense includes the amortization of right-of-use (“ROU”) assets accounted for as finance leases. The estimated useful lives of depreciable properties are generally as follows:
| Buildings and improvements (years) | ||||
| Machinery and equipment (years) | ||||
| Tooling (years) |
Income Taxes
The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities, as well as operating loss and credit carryforwards. The Company and its subsidiaries file a consolidated federal income tax return, combined New York, Texas, California and Connecticut state income tax returns, and a separate Arkansas state income tax return.
The Company’s practice is to recognize interest and/or penalties related to uncertain tax positions and income tax matters in income tax expense. The Company did have any accrued interest or penalties included in its Condensed Consolidated Balance Sheets as of March 31, 2025 or December 31, 2024, and did recognize any interest and/or penalties in its Condensed Consolidated Statements of Operations during the three-month periods ended March 31, 2025, and 2024. The Company did have any material uncertain tax positions or unrecognized tax benefits or obligations as of March 31, 2025 and December 31, 2024. The through 2024 federal and through 2024 state tax returns remain subject to examination by the respective taxing authorities.
Supplemental Cash Flow Information
There was
Employee Stock Ownership Plan
Contributions to the employee stock ownership plan are determined annually by the Company according to plan formula.
Impairment of Long-Lived Assets
The Company reviews long-lived assets for impairment annually or whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable based on undiscounted future operating cash flow analyses. If an impairment is determined to exist, any related impairment loss is calculated based on fair value. Impairment losses on assets to be disposed of, if any, are based on the estimated proceeds to be received, less costs of disposal.
The Company’s strategic decision to sell certain assets of OKC in 2023 resulted in the classification of a discontinued operation and triggered an impairment of OKC’s real property in accordance with ASC 360-10-45-9 Impairment or Disposal of Long-Lived Assets. Refer to Note 2, “Discontinued Operation and Assets and Liabilities Related to Discontinued Operation”, for further discussion.
Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles (GAAP) 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Reclassifications
Certain balances as previously reported were reclassified to classifications adopted in the current period.
Research and Development Costs
Research and development costs are expensed as incurred and are included in selling, general and administrative expense on the Condensed Consolidated Statements of Operations.
Concentration of Credit Risks
Financial instruments that potentially subject the Company to concentration of credit risks principally consist of cash accounts in financial institutions. Although the accounts exceed the federally insured deposit amount, management assesses the risk of nonperformance by the financial institutions to be low.
Fair Value of Financial Instruments
The carrying amount of cash, accounts receivable, accounts payable and accrued expenses are reasonable estimates of their fair value due to their short maturity. Based on variable interest rates and the borrowing rates currently available to the Company for loans similar to its asset-based line of credit the fair value approximates its carrying amount.
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09 "Income Taxes (Topics 740): Improvements to Income Tax Disclosures" to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for the Company’s annual periods beginning January 1, 2025, with early adoption permitted. The Company does not believe the adoption of ASU 2023-09 will have a material impact on its Condensed Consolidated financial statements or disclosures.
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires all public entities, including public entities with a single reportable segment, to provide in interim and annual periods one or more measures of segment profit or loss used by the chief operating decision maker to allocate resources and assess performance. Additionally, the standard requires disclosures of significant segment expenses and other segment items as well as incremental qualitative disclosures. The Company adopted ASU 2023-07 effective December 31, 2024, on a retrospective basis. The adoption of ASU 2023-07 did not change the way that the Company identifies its reportable segments and, as a result, did not have a material impact on the Company’s segment-related disclosures. Refer to Note 11 for further information on the Company's reportable segment.
There have been no additional new or material changes to the significant accounting policies discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, that are of significance, or potential significance, to the Company.
| 2. | Discontinued Operation and Assets and Liabilities Related to Discontinued Operation |
The Company’s decision to sell certain assets and wind down the operations of OKC met the “held for sale” definition under ASC 205-20-45-9 Discontinued Operations and represented a strategic shift that had a significant impact on the Company’s overall operations and financial results. Accordingly, the assets and liabilities of OKC are reflected as “Assets and Liabilities related to Discontinued Operation” in the Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024. In addition, OKC’s operating loss, divestiture costs, and impairment charges on long-lived assets were reclassified to “Loss from Discontinued Operation, net of tax” in the Condensed Consolidated Statements of Operations for the three-months period ended March 31, 2025 and 2024.
Under the terms of the Asset Purchase Agreement, the Company sold inventory, machinery & equipment and intellectual property (patents & trademarks/tradenames) to a third party on August 1, 2023. As a direct result of Management’s decision to sell OKC’s assets, divest the operations, and exit the CPG business segment, the Company incurred impairment charges on its long-lived asset (building) in 2023 based on independent, third-party appraisals (less estimated costs to sell). No impairment charges were incurred for the three-month period ended March 31, 2025
Operating loss from the discontinued operation was approximately $
Discontinued Operation Financial Information
Consolidated Statements of Operations are as follows:
| Three Months Ended | ||||||||
| (in thousands) | March 31, 2025 | March 31, 2024 | ||||||
| Operating costs | $ | ( | ) | $ | ( | ) | ||
| Loss from discontinued operation | ( | ) | ( | ) | ||||
| Gain from discontinued operation - impairment and divestiture recovery costs | ||||||||
| Loss from discontinued operation before income taxes | ( | ) | ( | ) | ||||
| Loss from discontinued operation, net of tax | $ | ( | ) | $ | ( | ) | ||
Assets & Liabilities Related to Discontinued Operation Financial Information
A summary of the carrying amounts of major classes of assets and liabilities, which are included in assets and liabilities related to discontinued operation in the Condensed Consolidated Balance Sheets, are as follows:
| March 31, | December 31, | |||||||
| (in thousands) | 2025 | 2024 | ||||||
| Prepaid and other assets | $ | $ | ||||||
| Building, net of estimated costs to sell | ||||||||
| Assets related to discontinued operation | $ | $ | ||||||
| Accounts payable | $ | $ | ||||||
| Liabilities related to discontinued operation | $ | $ | ||||||
The Company is actively marketing the building for sale using a commercial real estate broker with a selling price equals its appraised value. To date, no events have occurred that would trigger further impairment, and Management expects to sell the real property within the next twelve months. Most of the remaining assets and liabilities are expected to be expensed or settled in 2025, as divestiture and wind-down activities are substantially complete.
| 3. |
Inventories |
| March 31, |
December 31, |
|||||||
| (in thousands) |
2025 |
2024 |
||||||
| Raw material and common parts |
$ | $ | ||||||
| Work-in-process |
||||||||
| Finished goods |
||||||||
| Less inventory reserve |
( |
) | ( |
) | ||||
| Inventories, net |
$ | $ | ||||||
| 4. | Property, Plant and Equipment |
| March 31, | December 31, | |||||||
| (in thousands) | 2025 | 2024 | ||||||
| Buildings and building improvements | $ | $ | ||||||
| Machinery, equipment and tooling | ||||||||
| Construction in progress | ||||||||
| Less accumulated depreciation and amortization | ( | ) | ( | ) | ||||
| Property, plant and equipment, net | $ | $ | ||||||
Depreciation and amortization expense amounted to approximately $
The Company’s ROU assets included in machinery, equipment and tooling had a net book value of approximately $
As of March 31, 2025, there is approximately $
| 5. | Indebtedness |
In 2023, the Company entered into a three-year financing agreement with a financial lending institution for an asset-based line of credit (“Credit Facility”) with a maximum revolving credit of $
In accordance with ASC 470-10-45-5 Classification of Revolving Credit Agreements Subject to Lock-Box Arrangements and Subjective Acceleration Clauses, borrowings outstanding under the Credit Facility that includes both a subjective acceleration clause and requirement to maintain a lock-box arrangement must be considered short-term obligations. As the Credit Facility includes both provisions, the outstanding balances are classified as current liabilities on the Condensed Consolidated Balance Sheets.
The Credit Facility contains financial covenants required to be maintained by the Company at the end of each of its fiscal quarters. The Tangible Net Worth covenant requires the Company to maintain tangible net worth not less than $
On January 17, 2025, the Company entered into a -year equipment loan financing agreement with a lending institution in the amount of $
| 6. | Postretirement Benefit Plan |
The Company provides certain postretirement health and life insurance benefits ("the Plan") for two former executives (“retirees”) of the Company. Upon ceasing employment, the Plan pays the annual cost of health insurance coverage and provides continuing life insurance at the same level of coverage at the time of terminating employment with the Company. The Plan also provides a benefit to reimburse the retirees for certain out-of-pocket medical and/or health-related costs. The retirees’ benefits cease upon their death. The Plan is unfunded and the actuarially-determined projected postretirement benefit obligation was approximately $
| 7. | Shareholders’ Equity |
| Three Months Ended March 31, 2025 | ||||||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||||||
| Other | Capital in | Total | ||||||||||||||||||||||||||
| Retained | Comprehensive | Common | Excess of | Treasury | Shareholders' | |||||||||||||||||||||||
| (in thousands) | Earnings | Loss | Stock | Par Value | ESOT | Stock | Equity | |||||||||||||||||||||
| December 31, 2024 | $ | $ | ( | ) | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Retirement benefits adjustment | ||||||||||||||||||||||||||||
| Stock based compensation | ||||||||||||||||||||||||||||
| Net Income | ||||||||||||||||||||||||||||
| March 31, 2025 | $ | $ | ( | ) | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Three Months Ended March 31, 2024 | ||||||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||||||
| Other | Capital in | Total | ||||||||||||||||||||||||||
| Retained | Comprehensive | Common | Excess of | Treasury | Shareholders' | |||||||||||||||||||||||
| (in thousands) | Earnings | Loss | Stock | Par Value | ESOT | Stock | Equity | |||||||||||||||||||||
| December 31, 2023 | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Retirement benefits adjustment | ||||||||||||||||||||||||||||
| Stock based compensation | ||||||||||||||||||||||||||||
| Net Loss | ( | ) | ( | ) | ||||||||||||||||||||||||
| March 31, 2024 | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
Earnings Per Share
Basic earnings per share is computed by dividing net earnings by the weighted average number of common shares outstanding during the period. The weighted average number of common shares outstanding does not include any potentially dilutive securities or any unvested restricted shares of common stock. These unvested restricted shares, although classified as issued and outstanding, are considered forfeitable until the restrictions lapse and will not be included in the basic EPS calculation until the shares are vested. Diluted earnings per share is computed by dividing net earnings by the weighted average number of common shares outstanding during the period plus the number of shares of common stock that would be issued assuming all contingently issuable shares having a dilutive effect on the earnings per share were outstanding for the period. The dilutive effect of unvested restrictive stock is determined using the treasury stock method. However, if the assumed common shares are anti-dilutive, basic and diluted earnings per share are the same.
| Three Months Ended | ||||||||
| March 31, | ||||||||
| (in thousands) | 2025 | 2024 | ||||||
| Income (loss) from continuing operations | $ | $ | ( | ) | ||||
| Loss from discontinued operation | ( | ) | ( | ) | ||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Weighted average common shares outstanding (basic) | ||||||||
| Unvested restricted stock | ||||||||
| Weighted average common shares outstanding (diluted) | ||||||||
| Basic and diluted income (loss) earnings per share: | ||||||||
| Continuing operations | $ | $ | ( | ) | ||||
| Discontinued operation | ( | ) | ( | ) | ||||
| Basic and diluted income (loss) per share | $ | $ | ( | ) | ||||
Stock-Based Compensation
The Company’s 2022 Equity Incentive Plan (“Equity Plan”) was approved by the shareholders at the 2022 Annual Meeting of Shareholders. The Equity Plan allows for various types of awards (rights) to be granted, including incentive stock options, non-qualified stock options, stock appreciation rights, restricted awards, performance share awards, cash awards, or any other equity-based awards. The total number of awards under the Equity Plan are limited to a maximum of
The Company’s executive compensation program established by the Board of Directors (Board) determines the type of awards available to the Company’s executives. The program consists of a cash incentive plan and a long-term incentive plan (“LTIP”) that are awarded annually. The LTIP includes service-based (restricted) share awards that vest annually over years, and performance-based (restricted) share awards that cliff-vest based on the achievement of a financial metric over a specified -year period.
On February 19, 2025,
The Company’s director compensation policy provides that non-employee directors receive a portion of their annual retainer in the form of restricted shares under the Equity Plan. These shares vest quarterly over a -month service period, have voting rights, and any dividends declared and paid during the restricted period accrue and are paid upon vesting. The aggregate amount of expense to the Company, measured based on the grant date fair value, is recognized over the requisite service period.
A summary of the status of restricted (service-based) share awards granted is presented below:
| Weighted Average | ||||||||
| Grant Date Fair | ||||||||
| Shares | Value | |||||||
| Service-Based Share Activity: | ||||||||
| Unvested at December 31, 2024 | $ | |||||||
| Granted in 2025 | $ | |||||||
| Vested in 2025 | ( | ) | $ | |||||
| Unvested at March 31, 2025 | $ | |||||||
Included in the three-month periods ended March 31, 2025, and 2024 is approximately $
Restricted, performance-based share awards represent a right to receive a certain number of shares of common stock based on the achievement of corporate performance goals and continued employment during the performance period. Performance-based share awards granted to executives' vest at the end of a three-year period and are not issued until the performance period is complete and the metrics are achieved. Vested and issued shares may range from
On February 19, 2025,
A summary of the status of performance-based share awards granted is presented below:
| Weighted Average | ||||||||
| Grant Date Fair | ||||||||
| Shares | Value | |||||||
| Performance-Based Share Activity: | ||||||||
| Unvested at December 31, 2024 | $ | |||||||
| Granted in 2025 | $ | |||||||
| Vested in 2025 | $ | |||||||
| Unvested at March 31, 2025 | $ | |||||||
| 8. | Income Taxes |
The income tax expense in the Condensed Consolidated Statements of Operations is $
The effective tax rate is
| 9. | Commitments and Contingencies |
In the course of its business, the Company is subject to a variety of claims and lawsuits that are inherently subject to many uncertainties regarding the possibility of a loss to the Company. Because litigation outcomes are inherently unpredictable, the Company’s evaluation of legal proceedings often involves a series of complex assessments by management, after consulting with legal counsel, about future events and can rely heavily on estimates and assumptions. The Company carries liability insurance, subject to certain deductibles and policy limits, for such claims as they arise and may from time to time establish reserves for litigation that is considered probable of a loss. The Company does not accrue liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated, or when the liability is believed to be only reasonably possible or remote.
In November 2024, the Company settled a dispute related to the terms of the Former CEO's Employment Agreement for approximately $
On June 7, 2021, a Summons and Complaint was filed by an employee in the Supreme Court of the State of New York, County of Erie, against Servotronics, Inc., the Servotronics Board of Directors, The Ontario Knife Company and Kenneth D. Trbovich (collectively, the “Defendants”). The Complaint alleges certain violations under the New York Human Rights Law by the Defendants relating to the employee’s employment by the Company as well as intentional and negligent infliction of emotional distress. The Complaint also alleges certain purported derivative causes of action against all Defendants, including breach of fiduciary duties, fraud and corporate waste. The Complaint seeks monetary damages in an amount not less than $
There are no other legal proceedings currently pending by or against the Company that would have a material adverse effect on the business, cash flow, or earnings of the Company.
| 10. | Customer and Supplier Concentration |
The Company’s revenues include significant concentration from a limited number of customers. Customer concentration for the three-month periods ended March 31, 2025 and 2024 included customers A, B, C, and D, which collectively accounted for approximately
The Company relies on a variety of suppliers for the procurement of raw materials, components, and services necessary for its operations. For the period ended March 31, 2025,
| 11. | Segment Information |
The Company designs and manufactures high-performance servo valves, including torque motors, hydraulic, and pneumatic valves. Its products are sold to commercial aerospace, government, medical, and industrial markets. The Company holds long-term contracts with prime defense contractors of the United States Government for military programs and original equipment manufacturers for commercial programs. During the three-month periods ended March 31, 2025, and March 31, 2024, domestic revenue accounted for approximately
The Company's Chief Executive Officer is the Chief Operating Decision Maker (“CODM”). The CODM evaluates the Company’s performance and allocates resources based on long-term strategic objectives, operational results, and financial forecasts. Key performance metrics utilized by the CODM include revenue, gross profit, and operating profit (loss) as stated on the face of the financials and serve as a primary measure for assessing the overall business performance and tracking budget versus actual results. Employee compensation and benefits includes wages, retirement benefits, medical costs, and other employee-related expenses that are part of cost of goods sold and operating expenses as shown below. Other costs of goods sold include, but are not limited to, material costs, temporary labor costs, insurance, and manufacturing overhead costs consisting of utilities, supplies and facility expenditures. Professional & legal expenses include, but are not limited to, outside counsel and legal settlement costs, consulting, and accounting and tax-related service fees. Other operating expenses include, but are not limited to, insurance, Board fees, IT, marketing, and R&D costs.
| Three Months Ended | ||||||||
| (in thousands) | March 31, 2025 | March 31, 2024 | ||||||
| Revenue | $ | $ | ||||||
| Compensation & benefits | ||||||||
| Other costs of goods sold | ||||||||
| Total costs of goods sold | ||||||||
| Gross profit | ||||||||
| Compensation & benefits | ||||||||
| Professional & legal | ||||||||
| Other operating expenses | ||||||||
| Total operating expenses | ||||||||
| Operating income (loss) | $ | $ | ( | ) | ||||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview
The following discussion and analysis of our financial condition and results of operations should be read together with our condensed consolidated financial statements and the related notes appearing elsewhere in this report.
The discussion and analysis contain forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements due to many known and unknown risks and uncertainties described elsewhere in this report.
Business Overview
We design and manufacture high performance servo-valves ("servo-control business") and are a strategic partner in the aerospace industry. Our servo-control valves playing a key role in supporting manufacturing of commercial airplanes, including narrowbody and widebody aircraft and business jets. We have long-term customer contracts resulting from being a trusted partner in safety-critical, high-temperature, and high-vibration environments. Our products are sold to the commercial aerospace, government, medical, and industrial markets.
The Company established its corporate and management reporting structure to focus solely on the servo-control business and organized its business into a single reportable segment. This segment structure reflects the financial information and reports used by our management, specifically the Chief Executive Officer. Therefore, the management discussion and analysis below pertain only to the results of our servo-control business, the continuing operations, unless otherwise noted.
Commercial Aerospace Market
The commercial aerospace market, while still recovering from supply chain disruptions, has shown signs of progress and increased certainty of airframe manufacturers' plane deliveries. In addition, the industry continues to benefit from strong demand for air travel, ongoing fleet modernization, and advances in aircraft design and production. Although industry challenges remain, their impact has begun to ease. Commercial airplane deliveries from original equipment manufacturers are stabilizing, and previously elevated inventory levels, customer rescheduling, and delivery deferrals are showing signs of improvement and positivity impacted our results for the first quarter of 2025.
Business Development Strategy
Our business development strategy focuses on expanding business in primary markets, such as commercial aviation, while exploring new opportunities in markets like energy and industrials as part of our growth strategy. This approach capitalizes on our technology and expertise in applications for our servo valves, meeting the expanding demands of these sectors.
Furthermore, our strategy includes expanding our services in the defense sector, strategically aligning with the increasing demand for modernizing and renewing military fleets. We actively collaborate with Tier 2 Defense Contractors by providing essential components for various defense applications. In doing so, we contribute critical components to military platforms that require the highest levels of precision and reliability. By expanding our services in the defense sector, we are diversifying our portfolio and reinforcing our commitment to excellence across a wide range of aerospace applications. This balance between our commercial and defense activities positions us to strategically leverage growth opportunities in both areas due to our reputation for delivering unparalleled quality in the most challenging environments.
Management’s Discussion and Analysis
The first quarter of 2025 marked a solid start to 2025 for the Company, reflecting improved industry conditions and the successful execution of our strategic initiatives designed to develop long-term sustainable growth and profitability. We experienced a notable increase in revenue, driven by robust demand in both commercial and defense sectors. Gross profit margins continued to improve, benefiting from enhanced operational efficiencies and a more favorable product mix. While Selling, General & Administrative (SG&A) expenses rose slightly due to expenses associated with the engagement of an investment bank to review strategic alternatives for the Company, as well as proxy solicitation costs, our disciplined operating cost management ensured that operating income expanded at a healthy rate. Net income also saw a substantial uptick, supported by improved operating performance and a stable interest rate environment.
Results of Operations
The following table compares the Company’s Consolidated Statements of Operations data for the three-month periods ended March 31, 2025, and 2024:
| Three Months Ended March 31, |
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| (dollars in thousands) |
2025 |
2024 |
2025 vs 2024 |
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| % | % | $ |
% | |||||||||||||||||||||
| Dollars |
Sales |
Dollars |
Sales |
Change |
Change |
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| Revenues |
$ | 11,703 | 100.0 | % | $ | 10,446 | 100.0 | % | $ | 1,257 | 12.0 | % | ||||||||||||
| Costs of goods sold |
9,343 | 79.8 | % | 8,711 | 83.4 | % | 632 | 7.3 | % | |||||||||||||||
| Gross profit |
2,360 | 20.2 | % | 1,735 | 16.6 | % | 625 | 36.0 | % | |||||||||||||||
| Selling, general and administrative |
2,118 | 18.1 | % | 2,018 | 19.3 | % | 100 | 5.0 | % | |||||||||||||||
| Operating income (loss) |
242 | 2.1 | % | (283 | ) | (2.7 | )% | 525 | 185.5 | % | ||||||||||||||
| Interest & other expense, net |
97 | 0.8 | % | 83 | 0.8 | % | 14 | 16.9 | % | |||||||||||||||
| Income (loss) before income taxes |
145 | 1.2 | % | (366 | ) | (3.5 | )% | 511 | 139.6 | % | ||||||||||||||
| Income taxes |
- | 0.0 | % | - | 0.0 | % | - | 0.0 | % | |||||||||||||||
| Income (loss) from continuing operations |
$ | 145 | 1.2 | % | $ | (366 | ) | (3.5 | )% | $ | 511 | 139.6 | % | |||||||||||
Revenue
For the three-month period ended March 31, 2025, our revenue increased by approximately $1,257,000, or 12.0%, compared to the same period in 2024. This growth was driven by price increases of approximately $451,000 and volume increases of approximately $763,000, partially offset by unfavorable sales mix of approximately $32,000. Foreign sales reached approximately $3,460,000 for the three-month period ended March 31, 2025 compared to $2,660,000 for the same period in 2024, an increase of approximately $800,000, or 30.1%.
Our double-digit growth in revenue compared to the same period in 2024 reflects the strong start to the year for some of our largest customers. This momentum supports a positive outlook for sustained revenue growth through the year.
Gross Profit/Margin
Gross profit increased approximately $625,000, or 36.0%, for the three-month period ended March 31, 2025 when compared to the same period in 2024 resulting in a gross margin of 20.2% when compared to a margin of 16.6% for the same period in 2024.
The gross profit growth was driven primarily by higher volume and price increases. The gross margin improvement was driven by price and improved operational efficiencies, slightly offset by unfavorable product mix.
Selling, General and Administrative ("SG&A")
SG&A expenses for the three-month period ended March 31, 2025 of approximately $2,118,000 increased $100,000, or 5.0%, when compared to $2,018,000 during the same period in 2024. SG&A expenses as a percentage of revenue were 18.1% for the three-month period ended March 31, 2025 compared to 19.3% for the same period in 2024.
The increase was driven by higher professional and legal fees related to the incremental cost of investment bank advisory services for our review of strategic alternatives and increased legal and proxy solicitation costs associated with the 2025 annual meeting of shareholders. The company’s revenue growth outpaced expense growth, demonstrating our continued progress in managing operating leverage and supporting long-term profitability, resulting in lower operating expenses as a percentage of revenue.
Operating Income (Loss)
Operating income of approximately $242,000 for the three-month period ended March 31, 2025 improved by approximately $525,000 when compared to operating loss of ($283,000) during the same period in 2024.
This improvement was primarily driven by the revenue and gross profit growth combined with gross margin improvement and cost management.
Interest and Other Expense
For the three-month period ended March 31, 2025, other interest and other expense increased by approximately $14,000, or 16.9%, compared to the same period in 2024.
The increase in interest and other expense was driven by higher utilization of our asset-based line of credit to support working capital needs following lower sales volumes in the prior quarter.
Income (Loss) from Continuing Operations before Income Taxes
For the three-month period ended March 31, 2025, income from continuing operations before income taxes was $145,000, an increase of approximately $511,000, or 139.6%, compared to loss from continuing operations before income taxes of ($366,000) during the same period in 2024.
Our Company achieved profitability from continuing operations before income taxes, representing a significant improvement compared to the same period in 2024. This turnaround was primarily driven by higher revenue, stronger operating performance, and improved cost management. While interest expense was higher, operating income more than offset this impact.
Income Taxes
There was no income tax expense recorded for the three-month periods ended March 31, 2025, and 2024, resulting in an effective tax rate of 0% for both three-month periods. As of March 31, 2025, and 2024, the Company had recorded a full valuation allowance against deferred tax assets to the extent they are not able to be offset by future reversing temporary differences. The Company will continue to evaluate the realizability of our deferred tax assets based upon reported pretax income and projected future taxable income. See also Note 8, “Income Taxes,” for further discussion.
Income (Loss) from Continuing Operations net of Tax
Income from continuing operations of $145,000 for the three-month period ended March 31, 2025 improved by approximately $511,000 when compared to loss from continuing operations of ($366,000) for the same period in 2024 due to the reasons noted above.
Liquidity and Capital Resources
| Three Months Ended March 31, |
||||||||
| (in thousands) |
2025 |
2024 |
||||||
| CASH FLOW DATA: |
||||||||
| Net Cash Flows from: |
||||||||
| Operating Activities |
$ | (1,589 | ) | $ | 413 | |||
| Investing Activities |
$ | (52 | ) | $ | (152 | ) | ||
| Financing Activities |
$ | 1,598 | $ | (94 | ) | |||
| Discontinued Operation Activities |
$ | (31 | ) | $ | (126 | ) | ||
| FINANCIAL POSITION: |
||||||||
| Working Capital |
$ | 21,078 | $ | 21,481 | ||||
| CAPITAL EXPENDITURES: |
$ | (69 | ) | $ | (152 | ) | ||
Operating Activities:
Cash used by operating activities of ($1,589,000) for the three-month period ended March 31, 2025 represents a decrease in cash flow from operations of ($2,002,000) when compared to cash provided by operations of $413,000 during the same period in 2024. The use of cash in the current period is due primarily to the increase in accounts receivable offset by a slight decrease in inventories. The source of cash in the prior year was due primarily to a decrease in accounts receivable partially offset by an increase in inventory.
We had working capital of approximately $21,078,000 and $21,481,000 as of March 31, 2025 and March 31, 2024, respectively, of which approximately $187,000 and $286,000 as of March 31, 2025 and March 31, 2024, respectively, was comprised of cash and restricted cash. The slight increase in working capital is due primarily to higher accounts receivable, as noted above, mostly offset by higher line of credit and accounts payable.
Investing Activities:
We used approximately $(52,000) for investing activities during the three-month period ended March 31, 2025, and used approximately $(152,000) during the same period in 2024. The investing activities were used for capital expenditures (machinery and equipment and building improvements).
Financing Activities:
Cash provided by financing activities of $1,598,000 was driven primarily by advances from our line of credit (net of payments) of approximately $1,598,000 during the three-month period ended March 31, 2025. Our primary use of cash of approximately ($94,000) for the three-month period ended March 31, 2024 was due to payments on the line of credit (net of borrowings).
Our primary sources of liquidity are the cash generated from our operations and the cash available from our $7,000,000 credit facility. As of March 31, 2025, our collateral base and eligible accounts receivable supported additional funding capability of approximately $3,000,000 from the credit facility. In addition, all covenant requirements were met as of March 31, 2025. Refer to Note 5, "Indebtedness", for further discussions.
Discontinued Operation Activities:
Cash used in discontinued operating activities of $31,000 for the three-month period ended March 31, 2025 primarily reflects operating losses related to maintenance costs and property taxes on building (held-for sale). Future cash outflows related to the discontinued operation are expected to be minimal.
For the comparable period in the prior year, cash used in discontinued operating activities was $126,000, driven by operating losses and associated wind-down and divestiture costs.
Ongoing Liquidity Considerations:
The significant improvement in operating results compared to prior year and the availability of funding from our credit facility provides us with adequate working capital and sufficient liquidity to fund our operations. We understand, however, that our ability to maintain sufficient liquidity is highly dependent upon achieving our expected operating results. Failure to achieve our expected operating results could have a material adverse effect on our liquidity and our ability to obtain financing to support operations.
Management Summary
Overall, our first quarter results reflect the execution of our growth strategy, enhancing profitability, and building a stronger foundation for sustainable profitability going forward. Revenue and gross profit growth, partially offset by a modest increase in operating expenses driven by costs related to our review of strategic alternatives and contested proxy, resulted in a significant improvement in our operating income over the prior year. These results demonstrate continued progress in driving top-line growth while maintaining a disciplined focus on operational execution and efficiencies. We remain committed to executing our strategic initiatives that drive sustainable growth through three core areas - operational execution to meet customer demand, operational efficiencies through continued lean manufacturing practices, and financial discipline to generate profitable results.
Looking ahead, as we continue to review strategic alternatives as communicated during the first quarter, we are optimistic about the continued growth prospects in the aerospace and defense sectors. Our strategic positioning and commitment to excellence position us well to capitalize on opportunities and deliver value to our stakeholders.
Non-GAAP Measures:
We believe the presentation of these financial measures reflecting non-GAAP adjustments provides important supplemental information to investors and other users of our financial statements in evaluating our operating results distinct from results that include certain non-recurring items that are not indicative of our ongoing operating performance. These non-GAAP disclosures have limitations as analytical tools, should not be considered as an alternative to net income, operating income, net cash provided by operating activities or any other measure for determining operating performance or liquidity that is calculated in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. In addition, supplemental presentation should not be construed as an inference that our future results will be unaffected by similar adjustments to net operating income (loss) determined in accordance with GAAP.
We have provided reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures. Adjusted operating and net income are provided for information purposes only and are not measures of financial performance under GAAP. We encourage readers to rely upon the GAAP numbers but include the non-GAAP financial measures as supplemental metrics to assist readers in better understanding our operating results.
Finally, we believe Adjusted EBITDA is often a useful measure of our operating performance and is a significant basis used by us to measure our operating performance in accordance with the Requirements of Item 10(e)(i)(C) of Regulation S-K. Adjusted EBITDA excludes charges for depreciation, amortization and interest expense that have resulted from our debt financings, as well as our provision for income tax expense. It also excludes $65,000 related to our review of strategic alternatives and proxy-related costs, which were not in the ordinary course of business.
| |
Three Months Ended March 31, |
|||||||
| (in thousands) |
2025 |
2024 |
||||||
| |
|
|
||||||
| Revenues |
$ | 11,703 | $ | 10,446 | ||||
| Costs of goods sold |
9,343 | 8,711 | ||||||
| Gross profit |
2,360 | 1,735 | ||||||
| Gross margin |
20.2 | % | 16.6 | % | ||||
| Selling, general and administrative |
2,118 | 2,018 | ||||||
| Operating income (loss) |
242 | (283 | ) | |||||
| Interest & other expense |
97 | 83 | ||||||
| Income (loss) from continuing operations before income taxes |
145 | (366 | ) | |||||
| Income taxes |
- | - | ||||||
| Income (loss) from continuing operations |
$ | 145 | $ | (366 | ) | |||
| Non-GAAP measure for comparison: |
||||||||
| Operating income (loss) |
$ | 242 | $ | (283 | ) | |||
| Addback: one-time expenses |
65 | |||||||
| Adjusted operating income (loss) |
$ | 307 | $ | (283 | ) | |||
| Income (loss) from continuing operations |
$ | 145 | $ | (366 | ) | |||
| Addback: one-time expenses |
65 | - | ||||||
| Adjusted income (loss) from continuing operations, net of tax |
$ | 210 | $ | (366 | ) | |||
| Adjusted EBITDA |
$ | 525 | $ | (12 | ) | |||
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
The Company carried out an evaluation under the supervision and with the participation of its management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a‑15(e) as of March 31, 2025. Based upon that evaluation, the CEO and CFO concluded that these disclosure controls and procedures were effective as of March 31, 2025.
Changes in Internal Controls
There have been no changes during the period covered by this report to the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
OTHER INFORMATION
Except as set forth in Note 9, Commitments and Contingencies, there are no other legal proceedings which are material to the Company currently pending by or against the Company other than ordinary routine litigation incidental to the business which is not expected to materially adversely affect the business, earnings or cash flows of the Company.
The Company is a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
(c) Trading Plans
During the three-month period ended March 31, 2025, director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).
| 31.1 |
| 31.2 |
| 32.1 |
| 32.2 |
| 101 |
The following materials from Servotronics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, formatted in XBRL (eXtensible Business Reporting Language): (i) condensed consolidated balance sheets, (ii) condensed consolidated statements of operations, (iii) condensed consolidated statements of comprehensive income, (iv) condensed consolidated statements of cash flows and (v) the notes to the condensed consolidated financial statements. |
| 104 |
Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in exhibits 101). |
This Form 10-Q contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this report, the words “project,” “believe,” “plan,” “anticipate,” “expect” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements involve numerous risks and uncertainties which may cause the actual results of the Company to be materially different from future results expressed or implied by such forward-looking statements. There are a number of factors that will influence the Company’s future operations, including: uncertainties in today’s global economy, including political risks, adverse changes in legal and regulatory environments, and difficulty in predicting defense appropriations, the introduction of new technologies and the impact of competitive products, the vitality of the commercial aviation industry and its ability to purchase new aircraft, the willingness and ability of the Company’s customers to fund long-term purchase programs, and market demand and acceptance both for the Company’s products and its customers’ products which incorporate Company-made components, the Company’s ability to accurately align capacity with demand, the availability of financing and changes in interest rates, the outcome of pending and potential litigation, and on commercial activity and demand across our and our customers’ businesses, and on global supply chains, the ability of the Company to obtain and retain key executives and employees and the additional risks discussed elsewhere in this Form 10-Q and in the Company’s other filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on forward-looking statements, which reflect management’s analysis only as of the date hereof. The Company assumes no obligation to update forward-looking statements, whether as a result of new information, future events or otherwise.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 9, 2025
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SERVOTRONICS, INC. |
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/s/ William F. Farrell, Jr., Chief Executive Officer |
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William F. Farrell, Jr. |
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Chief Executive Officer |
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| By: | /s/ Robert A. Fraass, Chief Financial Officer | ||
| Robert A. Fraass | |||
| Chief Financial Officer | |||