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Table of Contents



 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

Form 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2024

 

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File No. 1-07109

SERVOTRONICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware16-0837866
(State or other jurisdiction of incorporation or organization)(I. R. S. Employer Identification No.)

         

1110 Maple Street

Elma, New York 14059

(Address of principal executive offices) (zip code)

(716) 655-5990

(Registrants 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

Common Stock

SVT

NYSE American

 

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.

 Yes  ☒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).

 Yes  ☒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 ☐ Non-accelerated filer ☒ Smaller reporting company Emerging growth company

 

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 July 26, 2024
Common Stock, $.20 par value 2,557,927

 



 

 

 

INDEX

      Page No.
       
  PART I. FINANCIAL INFORMATION  
       
Item 1.   Financial Statements (Unaudited):  
       
    a)   Condensed Consolidated Balance Sheets, June 30, 2024 and December 31, 2023 (Audited) 3
       
    b)   Condensed Consolidated Statements of Operations for the three-and six-months ended June 30, 2024 and 2023 4
       
    c)   Condensed Consolidated Statements of Comprehensive Income (Loss) for the three-and six-months ended June 30, 2024 and 2023   5
       
    d)   Condensed Consolidated Statements of Cash Flows for the six-months ended June 30, 2024 and 2023 6
       
    e)   Notes to Condensed Consolidated Financial Statements 7
       
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations 22
       
Item 3.   Quantitative and Qualitative Disclosures About Market Risk 28
       
Item 4.   Controls and Procedures 28
       
  PART II. OTHER INFORMATION  
       
Item 1.   Legal Proceedings 29
       
Item 1A.   Risk Factors 29
       
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds 29
       
Item 3.   Defaults Upon Senior Securities 29
       
Item 4.   Mine Safety Disclosures 29
       
Item 5.   Other Information 29
       
Item 6.   Exhibits 29
       
Forward-Looking Statements 30
       
Signatures     31
 

 

 

SERVOTRONICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands except share and per share data)

 

 
  

June 30,

  

December 31,

 
  

2024

  

2023

 
  

(Unaudited)

  

(Audited)

 

Current assets:

        

Cash

 $119  $95 

Cash, restricted

  150   150 

Accounts receivable, net

  10,706   12,065 

Inventories, net

  15,830   14,198 

Prepaid and other current assets

  945   1,507 

Assets related to discontinued operation

  1,480   1,552 

Total current assets

  29,230   29,567 
         

Property, plant and equipment, net

  7,082   6,978 

Other non-current assets

  42   42 

Total Assets

 $36,354  $36,587 
         

Liabilities and Shareholders' Equity

        

Current liabilities:

        

Line of credit

 $1,473  $2,103 

Current portion of post retirement obligation

  97   97 

Accounts payable

  2,432   2,061 

Accrued employee compensation and benefits costs

  989   1,003 

Accrued warranty

  449   542 

Other accrued liabilities

  1,827   1,909 

Liabilities related to discontinued operation

  24   213 

Total current liabilities

  7,291   7,928 
         

Post retirement obligation

  4,202   4,165 
         

Shareholders' equity:

        

Common stock, par value $0.20; authorized 4,000,000 shares; issued 2,629,052 shares; outstanding 2,531,175 (2,514,775 - 2023) shares

  525   525 

Capital in excess of par value

  14,762   14,617 

Retained earnings

  13,127   12,954 

Accumulated other comprehensive loss

  (2,350)  (2,389)

Employee stock ownership trust commitment

  (56)  (56)

Treasury stock, at cost 71,125 (87,525 - 2023) shares

  (1,147)  (1,157)

Total shareholders' equity

  24,861   24,494 
         

Total Liabilities and Shareholders' Equity

 $36,354  $36,587 

 

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

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2024

   

2023

   

2024

   

2023

 
                                 

Revenue

  $ 12,273     $ 10,649     $ 22,719     $ 19,709  
                                 

Costs of goods sold, inclusive of depreciation and amortization

    9,210       9,092       17,921       17,168  

Gross profit

    3,063       1,557       4,798       2,541  
                                 

Operating expenses

                               

Selling, general and administrative

    2,397       3,269       4,415       5,444  

Operating income (loss)

    666       (1,712 )     383       (2,903 )
                                 

Other expense

                               

Interest & other expense, net

    98       89       181       142  

Total other expense

    98       89       181       142  
                                 

Income (loss) from continuing operations before income taxes

    568       (1,801 )     202       (3,045 )

Income taxes

    -       1,479       -       1,063  

Income (loss) from continuing operations, net of tax

    568       (3,280 )     202       (4,108 )
                                 

Loss from discontinued operation before income taxes

    (12 )     (6,220 )     (29 )     (6,940 )

Income taxes

    -       -       -       -  

Loss from discontinued operation, net of tax (Note 2)

    (12 )     (6,220 )     (29 )     (6,940 )
                                 

Net income (loss)

  $ 556     $ (9,500 )   $ 173     $ (11,048 )
                                 

Basic earnings (loss) per share:

                               

Continuing operations

  $ 0.23     $ (1.33 )   $ 0.08     $ (1.67 )

Discontinued operation

    -       (2.53 )     (0.01 )     (2.82 )

Basic earnings (loss) per share

  $ 0.23     $ (3.86 )   $ 0.07     $ (4.49 )
                                 

Diluted earnings (loss) per share:

                               

Continuing operations

  $ 0.22     $ (1.33 )   $ 0.08     $ (1.67 )

Discontinued operation

    -       (2.53 )     (0.01 )     (2.82 )

Diluted earnings (loss) per share

  $ 0.22     $ (3.86 )   $ 0.07     $ (4.49 )

 

See notes to condensed consolidated financial statements

 

 

 

SERVOTRONICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

(Unaudited)

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2024

   

2023

   

2024

   

2023

 
                                 

Net Income (Loss)

  $ 556     $ (9,500 )   $ 173     $ (11,048 )
                                 

Other comprehensive income items:

                               

Actuarial gains

   

20

      12       39       25  

Income tax benefit on actuarial losses

    -       -       -       -  
                                 

Retirement benefits adjustments, net of income taxes

    20       12       39       25  
                                 

Total comprehensive income (loss)

  $ 576     $ (9,488 )   $ 212     $ (11,023 )

 

See notes to condensed consolidated financial statements

 

 

 

SERVOTRONICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

 

   

Six Months Ended

 
   

June 30,

 
   

2024

   

2023

 

Cash flows related to operating activities:

               

Income (loss) from continuing operations

  $ 202     $ (4,108 )

Adjustments to reconcile income (loss) from continuing operations to net cash provided (used) by operating activities:

               

Depreciation and amortization

    543       517  

Stock based compensation

    176       74  

Allowance for credit losses

    (18 )     (25 )

Inventory reserve

    139       14  

Warranty reserve

    (93 )     (2 )

Deferred income taxes

    -       1,072  

Changes in assets and liabilities providing (using) cash:

               

Accounts receivable

    1,377       (2,663 )

Inventories

    (1,771 )     (826 )

Prepaid and other current assets

    562       (520 )

Accounts payable

    371       1,064  

Accrued employee compensation and benefit costs

    25       301  

Post retirement obligations

    37       66  

Other accrued liabilities

    (82 )     (105 )

Net cash provided (used) by operating activities from continuing operations

    1,468       (5,141 )
                 

Cash flows related to investing activities:

               

Purchase of property, plant and equipment

    (647 )     (403 )

Net cash used by investing activities from continuing operations

    (647 )     (403 )
                 

Cash flows related to financing activities:

               

(Payments on) proceeds from line of credit

    (630 )     3,697  

Purchase of treasury shares

    (21 )     -  

Principal payments on finance lease obligations

    -       (501 )

Net cash (used) provided by financing activities from continuing operations

    (651 )     3,196  
                 

Discontinued Operation

               

Cash used by operating activities

    (146 )     (568 )

Net cash used by operating activities from discontinued operation

    (146 )     (568 )

Net increase (decrease) in cash and restricted cash

    24       (2,916 )

Cash and restricted cash at beginning of period

    245       3,812  

Cash and restricted cash at end of period

  $ 269     $ 896  

 

See notes to condensed consolidated financial statements

 

 
- 6 -

SERVOTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

1.

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.

 

Until 2023, the Company had operated historically under two business segments: Advanced Technology Group (“ATG”) and Consumer Products Group (“CPG”), which had been strategic business segments that offered different products and services. Operations in ATG included the design, manufacturing and marketing of servo-control components and other advanced technology products, and the CPG operations included the design, manufacture and marketing of a variety of cutlery products for use by consumers and government agencies. During 2023, the Company’s Management made the strategic decision to sell certain assets of The Ontario Knife Company (“OKC”) and divest the CPG business segment. This divestiture represented a strategic shift, as the Company has realigned its corporate and management reporting structure to focus solely on the servo-control components and other advanced technology products, and now organizes its business in a single reportable segment. This segment structure reflects the financial information and reports used by management, specifically the Chief Executive Officer and Chief Operating Officer.

 

The consolidated financial statements currently include the accounts of Servotronics, 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. As previously communicated, 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 in operating activities from the discontinued operation are included in the “Discontinued Operation” section of the Condensed Consolidated Statements of Cash Flows.

 

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SERVOTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 

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- and six-months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The consolidated financial statements should be read in conjunction with the 2023 annual report and the notes thereto.

 

The 2023 financial information included in the aforementioned Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Operations were reclassified to conform with the discontinued operation presentation. 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.

 

- 8 -

SERVOTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 

Cash and Restricted Cash

 

The following table provides a reconciliation of cash and restricted cash to the amounts in the statement of cash flows:

 

  

June 30,

  

December 31,

 

(in thousands)

 

2024

  

2023

 

Cash

 $119  $95 

Restricted cash

  150   150 

Total cash and restricted cash

 $269  $245 

 

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 $150,000 as of  June 30, 2024 and  December 31, 2023 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 amounted to approximately $103,000 as of June 30, 2024 and $121,000 as of December 31, 2023, respectively. The Company does not accrue interest on past due receivables.

 

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.

 

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SERVOTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 

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 twenty-seven months. The Company determines warranty reserves needed based on actual average costs of warranty units shipped and current facts and circumstances. As of June 30, 2024, and  December 31, 2023 under the guidance of ASC 460, the Company has recorded a warranty reserve of approximately $449,000 and $542,000, respectively. Revenue is recognized on repair returns, covered under a customer contract, at the contractual price upon shipment to the customer.

 

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

  

Six Months Ended

 

(in thousands)

 

June 30, 2024

  

June 30, 2023

  

June 30, 2024

  

June 30, 2023

 

Domestic

 $9,065  $7,589  $16,851  $14,598 

International

  3,208   3,060   5,868   5,111 

Total Revenue

 $12,273  $10,649  $22,719  $19,709 

 

 

 

Inventories

 

Inventories are stated at the lower of cost or net realizable value. 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 planned sales activity.  These reserves are applied to the gross value of the inventory and are approximately $766,000 and $627,000 as of  June 30, 2024 and  December 31, 2023, respectively.  Pre-production and start-up costs are expensed as incurred.

 

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 one year’s supply. The amounts are not included in the inventory reserve discussed above.

 

Shipping and Handling Costs

 

Shipping and handling costs are classified as a component of cost of goods sold.

 

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SERVOTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 

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)

  5 - 40 

Machinery and equipment (years)

  5 - 20 

Tooling (years)

  3 - 5 

 

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 not have any accrued interest or penalties included in its Condensed Consolidated Balance Sheets at  June 30, 2024 or December 31, 2023, and did not recognize any interest and/or penalties in its Condensed Consolidated Statements of Operations during the three- and six-month periods ended June 30, 2024 and 2023. The Company did not have any material uncertain tax positions or unrecognized tax benefits or obligations as of  June 30, 2024 and December 31, 2023. The 2020 through 2023 federal and 2019 through 2023 state tax returns remain subject to examination by the respective taxing authorities.

 

Supplemental Cash Flow Information

 

Income taxes paid amounted to approximately $0 and $2,000 for the six-month periods ended June 30, 2024 and 2023, respectively.  Interest paid during the six-month periods ended June 30, 2024 and 2023 was approximately $86,000 and $46,000 respectively.

 

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.

 

- 11 -

SERVOTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 

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. No additional impairment of long-lived assets exists as of June 30, 2024, which primarily includes the Company’s tangible real (land and building) and personal (machinery & equipment) properties.

 

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 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 is currently evaluating the potential effect that the updated standard will have on its financial statement disclosures.

 

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, 2023, that are of significance, or potential significance, to the Company.

 

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SERVOTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 

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  June 30, 2024 and December 31, 2023. 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- and six-month periods ended June 30, 2024 and 2023 (as reclassified).

 

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- and six-month periods ended June 30, 2024.

 

Operating loss from discontinued operation was approximately $32,000 and $57,000 for the three- and six-month periods ended June 30, 2024, respectively, and resulted primarily from employee compensation and severance costs (compared to $770,000 and $1,490,000 for the three- and six-month period ended June 30, 2023, respectively, as reclassified).  Divestiture and impairment cost changes resulted in income of approximately $20,000 and $28,000 for the three- and six-month periods ended June 30, 2024 (compared to divestiture and impairment cost estimates of $2,227,000 for each of the three- and six-month periods ended June 30, 2023, respectively).  The loss on the sale of assets was $0 for the three- and six-month periods ended June 30, 2024, respectively (compared to $3,223,000 for each of the three- and six-month periods ended June 30, 2023, respectively, as reclassified).  Therefore, the total Loss from Discontinued Operation, net of tax, is approximately $12,000 and $29,000 for the three- and six-month periods ended June 30, 2024, respectively (compared to a Loss of $6,220,000 and $6,940,000 for the three- and six-month periods ended June 30, 2023, respectively, as reclassified).

 

- 13 -

SERVOTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 

Discontinued Operation Financial Information

 

Consolidated Statements of Operations are as follows:

 

  

Three Months Ended

 

(in thousands)

 

June 30, 2024

  

June 30, 2023

 
         

Net Sales

 $-  $1,345 

Operating costs

  (32)  (2,115)

Loss from discontinued operation

  (32)  (770)

Divestiture and impairment cost estimates

  20   (2,227)

Loss on sale of assets

  -   (3,223)

Loss from discontinued operation before income taxes

  (12)  (6,220)

Income tax benefit

  -   - 

Loss from discontinued operation, net of tax

 $(12) $(6,220)

 

 

  

Six Months Ended

 

(in thousands)

 

June 30, 2024

  

June 30, 2023

 
         

Net Sales

 $-  $3,087 

Operating costs

  (57)  (4,577)

Loss from discontinued operation

  (57)  (1,490)

Divestiture and impairment cost estimates

  28   (2,227)

Loss on sale of assets

  -   (3,223)

Loss from discontinued operation before income taxes

  (29)  (6,940)

Income tax benefit

  -   - 

Loss from discontinued operation, net of tax

 $(29) $(6,940)

 

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:

 

  

June 30,

  

December 31,

 

(in thousands)

 

2024

  

2023

 
         

Accounts receivable, net

 $-  $38 

Prepaid and other assets

  52   31 

Inventories, net

  -   55 

Building and improvements, net

  1,428   1,428 

Assets related to discontinued operation

 $1,480  $1,552 
         

Accounts payable

 $23  $197 

Accrued employee compensation and other costs

  1   16 

Liabilities related to discontinued operation

 $24  $213 

 

The Company has actively marketed the building for sale with a commercial real estate broker during the first quarter and expects to sell the real property in 2024. The majority of the remaining assets and liabilities are expected to be expensed or settled during the third quarter, as divestiture and wind-down activities are substantially complete.

 

- 14 -

SERVOTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 

3.

Inventories

 

   

June 30,

   

December 31,

 

(in thousands)

 

2024

   

2023

 
                 

Raw material and common parts

  $ 7,829     $ 7,828  

Work-in-process

    8,270       6,466  

Finished goods

    497       531  
      16,596       14,825  

Less inventory reserve

    (766 )     (627 )

Total inventories

  $ 15,830     $ 14,198  

 

 

4.

Property, Plant and Equipment

 

   

June 30,

   

December 31,

 

(in thousands)

 

2024

   

2023

 
                 

Buildings and building improvements

  $ 8,558     $ 8,447  

Machinery, equipment and tooling

    15,672       15,503  

Construction in progress

    472       106  
      24,702       24,056  

Less accumulated depreciation and amortization

    (17,620 )     (17,078 )

Property, plant and equipment, net

  $ 7,082     $ 6,978  

 

Depreciation and amortization expense amounted to approximately $271,000 and $260,000 for the three-month periods ended June 30, 2024 and 2023, respectively. Amortization expense related to Right of Use (“ROU”) assets amounted to approximately $6,000 and $7,000 for the three-month periods ended June 30, 2024 and 2023, respectively. Depreciation and amortization expense amounted to approximately $543,000 and $517,000 for the six-month periods ended June 30, 2024 and 2023, respectively. Amortization expense related to ROU assets amounted to approximately $12,000 and $12,000 for the six-month periods ended June 30, 2024 and 2023, respectively.

 

The Company’s ROU assets included in machinery, equipment and tooling had a net book value of approximately $148,000 and $160,000 as of  June 30, 2024 and December 31, 2023, respectively.

 

As of June 30, 2024, there is approximately $472,000 ($106,000 as of December 31, 2023) of construction in progress included in property, plant and equipment, all of which is related to capital projects for machinery and equipment of $246,000 and building improvements of $226,000.

 

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SERVOTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 

5.

Indebtedness

 

In June 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 $7,000,000. The borrowing base under the Credit Facility is determined using 85% of eligible domestic and foreign accounts receivable balances, less any other specific reserves. In general terms, ineligible receivables are defined as invoices unpaid over 90 days. The balance outstanding on the Credit Facility is approximately $1,473,000 and $2,103,000 as of June 30, 2024 and December 31, 2023, respectively. The interest rate on the Credit Facility is equal to the greater of 8.0% or the prime rate (as defined by JP Morgan Chase) plus 1.0% (9.5% as of June 30, 2024 and December 31, 2023). The Credit facility is collateralized by the Company’s non-realty assets.

 

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 two 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 $20,000,000. The Working Capital covenant requires the Company to maintain working capital not less than $10,000,000. The Company has met both covenant requirements as of June 30, 2024 and December 31, 2023.

 

 

6.

Postretirement Benefit Plan

 

The Company provides certain postretirement health and life insurance benefits for two former executives (“retirees”) of the Company (“Plan”). Upon ceasing employment, the Company 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 $4,299,000 and $4,262,000 as of June 30, 2024 and December 31, 2023, respectively. Benefit costs for the three-month periods ended June 30, 2024 and 2023, were $73,000 and $65,000 respectively. Benefit costs for the six-month periods ended June 30, 2024 and 2023 were $146,000 and $130,000, respectively.

 

- 16 -

SERVOTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 

7.

Shareholders Equity

 

   

Six-month Period Ended June 30, 2024 (in thousands)

 
                           

Accumulated

                         
           

Capital in

           

Other

                   

Total

 
   

Common

   

Excess of

   

Retained

   

Comprehensive

           

Treasury

   

Shareholders'

 
   

Stock

   

Par Value

   

Earnings

   

Loss

   

ESOT

   

Stock

   

Equity

 
                                                         

December 31, 2023

  $ 525     $ 14,617     $ 12,954     $ (2,389 )   $ (56 )   $ (1,157 )   $ 24,494  
                                                         

Retirement benefits adjustment

    -       -       -       19       -       -       19  

Stock based compensation

    -       44       -       -       -       19       63  

Net Loss

    -       -       (383 )     -       -       -       (383 )
                                                         

March 31, 2024

  $ 525     $ 14,661     $ 12,571     $ (2,370 )   $ (56 )   $ (1,138 )   $ 24,193  
                                                         

Retirement benefits adjustment

    -       -       -       20       -       -       20  

Stock based compensation

    -       101       -       -       -       12       113  

Purchase of treasury shares

    -       -       -       -       -       (21 )     (21 )

Net Income

    -       -       556       -       -       -       556  
                                                         

June 30, 2024

  $ 525     $ 14,762     $ 13,127     $ (2,350 )   $ (56 )   $ (1,147 )   $ 24,861  

 

 

   

Six-month Period Ended June 30, 2023 (in thousands)

 
                           

Accumulated

                         
           

Capital in

           

Other

                   

Total

 
   

Common

   

Excess of

   

Retained

   

Comprehensive

           

Treasury

   

Shareholders'

 
   

Stock

   

Par Value

   

Earnings

   

Loss

   

ESOT

   

Stock

   

Equity

 
                                                         

December 31, 2022

  $ 523     $ 14,556     $ 23,741     $ (2,337 )   $ (157 )   $ (1,214 )   $ 35,112  
                                                         

Retirement benefits adjustment

    -       -       -       13       -       -       13  

Stock based compensation

    -       17       -       -       -       24       41  

Net Loss

    -       -       (1,547 )     -       -       -       (1,547 )
                                                         

March 31, 2023

  $ 523     $ 14,573     $ 22,194     $ (2,324 )   $ (157 )   $ (1,190 )   $ 33,619  
                                                         

Retirement benefits adjustment

    -       -       -       12       -       -       12  

Stock based compensation

    1       14       -       -       -       18       33  

Net Loss

    -       -       (9,500 )     -       -       -       (9,500 )
                                                         

June 30, 2023

  $ 524     $ 14,587     $ 12,694     $ (2,312 )   $ (157 )   $ (1,172 )   $ 24,164  

 

- 17 -

SERVOTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 

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

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2024

   

2023

   

2024

   

2023

 
   

(in thousands except per share data)

   

(in thousands except per share data)

 
                                 

Income (loss) from continuing operations

  $ 568     $ (3,280 )   $ 202     $ (4,108 )

Loss from discontinued operation

    (12 )     (6,220 )     (29 )     (6,940 )

Net income (loss)

  $ 556     $ (9,500 )   $ 173     $ (11,048 )
                                 

Weighted average common shares outstanding (basic)

    2,495       2,461       2,492       2,458  

Unvested restricted stock (service based)

    30       28       30       28  

Unvested restricted stock (performance based)

    21       -       21       -  

Weighted average common shares outstanding (diluted)

    2,546       2,489       2,543       2,486  
                                 

Basic earnings (loss) per share:

                               

Continuing operations

  $ 0.23     $ (1.33 )   $ 0.08     $ (1.67 )

Discontinued operation

    -       (2.53 )     (0.01 )     (2.82 )

Basic earnings (loss) per share

  $ 0.23     $ (3.86 )   $ 0.07     $ (4.49 )
                                 

Diluted earnings (loss) per share:

                               

Continuing operations

  $ 0.22     $ (1.33 )   $ 0.08     $ (1.67 )

Discontinued operation

    -       (2.53 )     (0.01 )     (2.82 )

Diluted earnings (loss) per share

  $ 0.22     $ (3.86 )   $ 0.07     $ (4.49 )

 

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 200,000 authorized common shares.

 

The Company’s executive compensation program established by the Board of Directors 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 three years, and performance-based (restricted) share awards that cliff-vest based on the achievement of a specific financial metric over a specific three-year period. 

 

On March 26, 2024, 7,180 service-based share awards were granted to Company executives under the 2024-2026 LTIP Stock Award.  Additionally, on January 29, 2024, 1,786 service-based share awards were granted in connection with the hiring of an executive officer, and these shares vest after a one-year service period.

 

The Company’s director compensation policy provides that non-employee directors receive a portion of their annual retainer in the form of shares under the Equity Plan.  These shares vest quarterly over a twelve-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.  On May 10, 2024, an aggregate of 9,980 restricted shares were issued with a grant date fair value of $125,000.

 

- 18 -

SERVOTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 

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, 2023

  22,448   $ 11.45

Granted in 2024

  18,946   $ 12.70

Vested in 2024

  (11,807)   $ 11.55

Unvested at June 30, 2024

  29,587   $ 12.21

 

Included in the six-month periods ended June 30, 2024 and 2023 is approximately $131,000 and $74,000, respectively, of stock-based compensation expense related to the service-based share awards. The Company has approximately $296,000 of stock-based compensation expense related to unvested service-based shares to be recognized over the requisite service periods.

 

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 0% to a maximum of 200% of targeted amounts depending on the achievement of performance measures at the end of a three-year period. The expected cost of the shares is based on the date of grant fair value and the Company’s assessment of the probability that the performance condition will be achieved. Any related compensation expense is recognized when the probability is likely that the performance criteria will be achieved. Forfeitures are recognized as they occur. These awards may be settled in cash or shares of common stock at the election of the Company on the date of grant. It is the Company’s intent to settle performance-based share awards with shares of common stock.

 

On March 26, 2024, 21,541 performance-based share awards (at target) were granted to Company executives under the 2024-2026 LTIP Stock Award at a grant date fair value of $12.63 per share. Included in the six-month periods ended June 30, 2024 and 2023 is approximately $45,000 and $0, respectively, of stock-based compensation expense related to this award.  The Company has approximately $227,000 of stock-based compensation expense related to this award to be recognized over the requisite service periods. 

 

On December 13, 2023, 17,380 performance-based share awards (at target) were granted to Company executives under the 2023-2025 LTIP Stock award at a grant date fair value of $11.50 per share.  No stock-based compensation expense has been recorded for the six-month period ending June 30, 2024, as achievement of the performance metric was deemed not probable for this award.

 

The maximum potential stock-based compensation expense for the performance-based share awards under the 2023-2025 and 2024-2026 LTIP Stock Awards is approximately $944,000.

 

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, 2023

  17,380   $ 11.50

Granted in 2024

  21,541   $ 12.63

Vested in 2024

  -   $ -

Unvested at June 30, 2024

  38,921   $ 12.13

 

Included in the six-month periods ended June 30, 2024 and 2023 is approximately $176,000 and $74,000, respectively, of total stock-based compensation expense related to the service- and performance-based share awards. The Company has approximately $523,000 of stock-based compensation expense related to total unvested service- and performance-based shares to be recognized over the requisite service periods.

 

 

8.

Income Taxes

 

The income tax expense in the Condensed Consolidated Statements of Operations is $0 for the three- and six-month period ended June 30, 2024 compared to an income tax expense of approximately $1,479,000 and $1,063,000 for the three- and six-month period ended June 30, 2023, respectively, due to the valuation allowance recorded against the net deferred tax assets as of June 30, 2024 and 2023. The valuation allowance was initially recorded during the second quarter of 2023 based on management’s determination that it is more likely than not that the Company will not realize the net deferred tax assets in the future.

 

The effective tax rate benefit for the three- and six-month period ended June 30, 2024 is 0%, compared to an effective tax rate of 18.4% and 10.6% for the three- and six-month period ended June 30, 2023, respectively. The difference between the statutory rate of 21% and the effective tax rate expense of 0% for the three- and six-month period ended June 30, 2024 is due to the valuation allowance recorded against the deferred tax assets (net) as of June 30, 2024.

 

- 19 -

SERVOTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 

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.

 

During 2023, the Company entered into discussions with a particular customer regarding product liability costs and customer damages (“claim”) resulting from non-conforming product shipped to the customer in prior years. Prior to 2023, the Company considered the risk of loss to be remote, however, the claim was received from the customer and submitted to the Company’s insurance carrier in 2024.  The insurance carrier determined the claim was covered by insurance for approximately $1,000,000 and proceeds were received during the second quarter. The claim liability of approximately $1,000,000 is included in other accrued liabilities in the Condensed Consolidated Balance Sheets as of  June 30, 2024 and December 31, 2023 and was settled with the customer at the beginning of the third quarter of 2024.

 

On December 21, 2021, the Company's former Chief Executive Officer ("Former CEO") delivered his Notice of Termination and alleged that the Company breached the terms of the Employment Agreement between the Company and the Former CEO by, among others, placing the Former CEO on paid administrative leave in June 2021 pending an internal investigation. On December 22, 2021, the Board of Directors accepted the Former CEO's resignation from the Company but rejected his request to treat his resignation as resignation for good reason under Paragraph 10 of his Employment Agreement. The Board also determined, based on the findings of its investigation that the Former CEO committed willful malfeasance in violation of his Employment Agreement, and that such willful malfeasance would have justified termination of employment pursuant to Paragraph 9 of the Employment Agreement, but for his earlier resignation. The Former CEO claims that he is entitled to a severance payment equal to 2.99 times his average annual compensation as set forth in the Employment Agreement, plus the reimbursement of certain expenses and the value of any lost benefits. As noted above, the Board of Directors rejected the Former CEO's claim that the Company breached the Employment Agreement. Accordingly, the Company is classifying the Former CEO's termination as a voluntary resignation for which no severance is due. The Employment Agreement provides that disputes arising thereunder shall be settled by arbitration. To date, neither party has commenced an arbitration proceeding with respect to these matters. Based on the information known by the Company as of the date of this filing, if a claim is ultimately asserted, the Company does not consider the risk of loss to be probable and is unable to reasonably or accurately estimate the likelihood and amount of any liability that may be realized with respect to this matter.

 

- 20 -

SERVOTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 

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 $5,000,000 with respect to the direct causes of action and equitable relief with respect to the purported derivative causes of action. The Defendants filed a motion to dismiss the Complaint on August 6, 2021. On January 13, 2022, the Defendants' motion to dismiss was granted, in part, and denied, in part. The Company is insured for such matters in the amount of $3 million with a retention of $250,000 for defense costs. During 2023, the Company met the retention amount, so defense costs are covered by insurance. Additionally, there is an excess coverage policy for $3 million that considers the retention payment from the primary insurance policy as the excess $3 million retention. Based on the information known by the Company as of the date of this filing, the Company does not consider the risk of loss to be probable and is unable to reasonably or accurately estimate the likelihood and amount of any liability that may be realized as a result of this litigation. Accordingly, no loss has been recognized in the accompanying Condensed Consolidated Financial Statements related to this litigation. The Company is vigorously defending against this litigation.

 

There are no other legal proceedings currently pending by or against the Company other than litigation incidental to the business which is not expected to have a material adverse effect on the business or earnings of the Company.

 

 

10.

Customer and Supplier Concentration

 

The Company's revenue includes significant concentration from a limited number of customers representing approximately 90% of revenue for both the three and six-month periods ended June 30, 2024 and 2023. While the Company continues to pursue diversification of its customer base, the loss of, or significant reduction in business from, any of these major customers could have a material adverse effect on the Company's financial condition, results of operations, and cash flows. The Company routinely assesses its relationships with major customers, including creditworthiness, market conditions, and competitive pressures, to mitigate risks associated with customer concentration. Despite these efforts, there can be no assurance that the Company will successfully reduce its dependence on any single customer in the future.

 

The Company relies on a variety of suppliers for the procurement of raw materials, components, and services necessary for its operations. While the Company actively manages its relationships with suppliers and seeks to diversify its supplier base, a disruption in the supply of goods or services from a major supplier could have a material adverse effect on the Company's operations and financial results.  To mitigate the risks associated with supplier concentration, the Company engages in ongoing efforts to identify alternative sources of supply, assess supplier reliability and performance, and negotiate favorable contractual terms where feasible. However, there can be no assurance that the Company will be successful in reducing its dependence on any single supplier or mitigating the impact of supplier-related risks in the future. During the six-month periods ended June 30, 2024 and 2023, there were no purchases for products derived from one supplier greater than 10% of total vendor purchases.

 

 

- 21 -

 
 

Item 2.  Managements 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 & Environment

 

We are a strategic partner in the aerospace industry, playing a key role in supporting the growth of commercial airplanes, including narrow body 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 servo-control components and advanced technology products are sold to commercial aerospace, government, medical, and industrial markets.  Through strong industry partnerships, innovative product offerings, and a commitment to excellence, we aim to maintain our leadership position and capitalize on emerging opportunities in the dynamic commercial aerospace landscape, as well as the other markets.        

 

As disclosed in Note 1 of the Condensed Consolidated Financial Statements, we divested the OKC operations and exited the CPG business segment during 2023. This divestiture represented a strategic shift, and we realigned our corporate and management reporting structure to focus solely on servo-control components and other advanced technology products as a single reportable segment. This segment structure reflects the financial information and reports used by our management team, specifically the Chief Executive Officer and Chief Operating Officer. Therefore, the management discussion and analysis below pertain only to the results of operations of our continuing operations, unless otherwise noted.

 

Commercial Aerospace Market

 

The commercial aerospace market, characterized by its dynamic nature, is witnessing unprecedented growth driven by increased global travel demands. We are deeply involved in providing cutting-edge solutions and components to meet the evolving needs of aerospace manufacturers and operators worldwide. Our strategic focus within this market encompasses developing and supplying advanced materials, components, and systems that enhance aircraft performance, efficiency, and safety.  The commercial aerospace industry’s ability to meet the significant travel demand is currently hindered by supply chain issues as well as ongoing challenges with supply of parts and people constraints. We have been, and continue to be, challenged by these same factors, as noted in our Management Summary.

 

 

Marketing Strategy

 

Our marketing 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-controls and other advanced technology products, 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.

 

Results of Operations

 

The following table compares the Company’s Consolidated Statements of Operations data for the three- and six-month periods ended June 30, 2024 and 2023:

 

   

Three Months Ended June 30,

                 

(dollars in thousands)

 

2024

   

2023

   

2024 vs 2023

 
           

%

           

%

   

$

   

%

 
   

Dollars

   

Sales

   

Dollars

   

Sales

   

Change

   

Change

 

Revenues

  $ 12,273       100.0 %   $ 10,649       100.0 %   $ 1,624       15.3 %

Cost of goods sold

    9,210       75.0 %     9,092       85.4 %     118       1.3 %

Gross Profit

    3,063       25.0 %     1,557       14.6 %     1,506       96.7 %
                                                 

Selling, general and administrative

    2,397       19.5 %     3,269       30.7 %     (872 )     (26.7 )%

Operating income (loss)

    666       5.4 %     (1,712 )     (16.1 )%     2,378       138.9 %
                                                 

Other expenses

    98       0.8 %     89       0.8 %     9       10.1 %
                                                 

Income (loss) before income taxes

    568       4.6 %     (1,801 )     (16.9 )%     2,369       131.5 %
                                                 

Income taxes

    -       0.0 %     1,479       13.9 %     (1,479 )     (100.0 )%

Income (loss) from continuing operations

  $ 568       4.6 %   $ (3,280 )     (30.8 )%   $ 3,848       117.3 %

 

 

   

Six Months Ended June 30,

                 

(dollars in thousands)

 

2024

   

2023

   

2024 vs 2023

 
           

%

           

%

   

$

   

%

 
   

Dollars

   

Sales

   

Dollars

   

Sales

   

Change

   

Change

 

Revenues

  $ 22,719       100.0 %   $ 19,709       100.0 %   $ 3,010       15.3 %

Cost of goods sold

    17,921       78.9 %     17,168       87.1 %     753       4.4 %

Gross Profit

    4,798       21.1 %     2,541       12.9 %     2,257       88.8 %
                                                 

Selling, general and administrative

    4,415       19.4 %     5,444       27.6 %     (1,029 )     (18.9 )%

Operating income (loss)

    383       1.7 %     (2,903 )     (14.7 )%     3,286       113.2 %
                                                 

Other expenses

    181       0.8 %     142       0.7 %     39       27.5 %
                                                 

Income (loss) before income taxes

    202       0.9 %     (3,045 )     (15.4 )%     3,247       106.6 %
                                                 

Income taxes

    -       0.0 %     1,063       5.4 %     (1,063 )     (100.0 )%

Income (loss) from continuing operations

  $ 202       0.9 %   $ (4,108 )     (20.8 )%   $ 4,310       104.9 %

 

 

Revenue

 

Revenue for the three-month period ended June 30, 2024 increased by approximately $1,624,000, or 15.3%, compared to the same period in 2023. This was driven by an increase in volume of approximately $2,170,000 and price increases of approximately $330,000, partially offset by unfavorable product mix of approximately $875,000.  Our foreign sales increased to $3,208,000 for the three-month period ended June 30, 2024 compared to $3,060,000 for the same period in 2023, a growth of approximately $148,000, or 4.8%. 

 

Revenue for the six-month period ended June 30, 2024 increased by approximately $3,010,000, or 15.3%, compared to the same period in 2023. This was driven by an increase in volume of approximately $2,626,000 and price increases of approximately $618,000, partially offset by unfavorable product mix of approximately $234,000.  Our foreign sales increased to $5,868,000 for the six-month period ended June 30, 2024 compared to $5,111,000 for the same period in 2023, a growth of approximately $757,000, or 14.8%.

 

The significant revenue growth over prior year is reflective of our continued focus on increased shipments to support our strong customer demand. Our foreign sales constitute a substantial part of our overall revenue stream, and can be attributed to several factors, including an enhanced market penetration, amplified demand for our products/services, and successful execution of our international sales and marketing strategies.

 

Gross Profit/Margin

 

Gross profit increased approximately $1,506,000, or 96.7%, for the three-month period ended June 30, 2024 when compared to the same period in 2023 resulting in a gross margin of 25.0% for the same period in 2024, compared to a margin of 14.6% for the same period in 2023.

 

Gross profit increased approximately $2,257,000, or 88.8%, for the six-month period ended June 30, 2024 when compared to the same period in 2023, resulting in a gross margin of 21.1% for the same period in 2024 compared to a margin of 12.9% for the same period in 2023.

 

The gross profit and gross margin increase over prior year were significantly benefited by higher volumes, price increases, improved operational efficiencies, and reduction of customer late fees, partially offset by higher compensation and temporary labor costs, and a lower allocation of research & development (R&D) costs to operating (selling, general and administrative) costs.

 

Selling, General and Administrative

 

Selling, general and administrative (“SG&A”) expenses for the three-month period ended June 30, 2024 of approximately $2,397,000 decreased $872,000, or 26.7%, when compared to $3,269,000 during the same period in 2023.   SG&A expenses as a percentage of revenue are 19.5% for the three-month period ended June 30, 2024 compared to 30.7% for the same period in 2023.

 

SG&A expenses for the six-month period ended June 30, 2024 of approximately $4,415,000 decreased $1,029,000, or 18.9%, when compared to $5,444,000 during the same period in 2023. SG&A expenses as a percentage of revenue are 19.4% for the six-month period ended June 30, 2024 compared to 27.6% for the same period in 2023.

 

The SG&A decreases are attributable to lower professional and legal costs in the current year resulting from significant, non-recurring bank refinancing, proxy contest and corporate restructuring costs in the prior year, and lower R&D costs as a significant R&D project from the prior year is substantially complete in the current year.  SG&A expense in the current year is aligned with our standard business operations and cost containment efforts when compared to the prior year.

 

Operating Income

 

Operating income of approximately $666,000 for the three-month period ended June 30, 2024 improved by approximately $2,378,000 when compared to the operating loss of ($1,712,000) during the same period in 2023.

 

Operating income of approximately $383,000 for the six-month period ended June 30, 2024 improved by approximately $3,286,000 when compared to the operating loss of ($2,903,000) during the same period in 2023.

 

The operating income improvements were due to revenue and gross profit growth driven primarily by volume, production efficiencies, and lower SG&A expenses.

 

 

Other Expense

 

For the three-month period ended June 30, 2024, other expense increased by approximately $9,000, or 10.1%, compared to the same period in 2023. 

 

For the six-month period ended June 30, 2024, other expense increased by approximately $39,000, or 27.5%, compared to the same period in 2023.

 

The increases in the current year were driven by higher interest expense due to increased usage of our asset-based line of credit and higher interest rates when compared to the same periods in 2023.

 

 

 

Income before Income Taxes

 

For the three-month period ended June 30, 2024, income before income taxes improved to $568,000, an increase of approximately $2,369,000, or 131.5%, compared to a loss before income taxes of ($1,801,000) during the same period in 2023.

 

For the six-month period ended June 30, 2024, income before income taxes improved to $202,000, an increase of approximately $3,247,000, or 106.6%, compared to a loss before income taxes of ($3,045,000) during the same period in 2023.

 

These improvements were due to revenue and gross profit growth driven primarily by volume, production efficiencies, and lower operating expenses.

 

Income Taxes

 

The Company’s effective tax rate for continuing operations was 0.0% and 18.4% for the three-month periods ended June 30, 2024 and 2023, respectively.

 

The Company’s effective tax rate for continuing operations was 0.0% and 10.6% for the six-month periods ended June 30, 2024 and 2023, respectively.

 

The difference between the effective tax rates and the statutory rate of 21.0% in the current and prior year reflect the impact of recording a valuation allowance against the deferred tax assets (net). See also Note 8, Income Taxes, of the accompanying Condensed Consolidated Financial Statements, for information concerning income taxes.

 

Income (loss) from Continuing Operations

 

Income from continuing operations of $568,000 for the three-month period ended June 30, 2024 improved by approximately $3,848,000 when compared to the loss from continuing operations of ($3,280,000) for the same period in 2023 due to the reasons noted above.

 

Income from continuing operations of $202,000 for the six-month period ended June 30, 2024 improved by approximately $4,310,000 when compared to the loss from continuing operations of ($4,108,000) for the same period in 2023 due to the reasons noted above.

 

Loss from Discontinued Operation

 

Loss from discontinued operation, net of tax, of ($12,000) for the three-month period ended June 30, 2024 improved by approximately $6,208,000 when compared to the loss from discontinued operation of ($6,220,000) for the same period in 2023, as wind-down costs associated with the OKC operations and divestiture costs related to the CPG business segment are substantially complete in the current year.

 

Loss from discontinued operation, net of tax, of ($29,000) for the six-month period ended June 30, 2024 improved by approximately $6,911,000 when compared to the loss from discontinued operation of ($6,940,000) for the same period in 2023, as wind-down costs associated with the OKC operations and divestiture costs related to the CPG business segment are substantially complete in the current year.

 

 

Liquidity and Capital Resources

 

   

Six-Month Periods Ended June 30,

 

(in thousands)

 

2024

   

2023

 
                 

CASH FLOW DATA:

               

Net Cash Flows from:

               

Operating Activities

  $ 1,468     $ (5,141 )

Investing Activities

  $ (647 )   $ (403 )

Financing Activities

  $ (651 )   $ 3,196  

Discontinued Operation Activities

  $ (146 )   $ (568 )
                 

FINANCIAL POSITION:

               

Working Capital

  $ 21,939     $ 20,766  
                 

CAPITAL EXPENDITURES:

  $ (647 )   $ (403 )

 

Operating Activities:

 

Cash provided by operating activities of $1,468,000 for the six-month period ended June 30, 2024 represents an increase in cash flow from operations of $6,609,000 when compared to the cash use of $5,141,000 during the same period in 2023. The source of cash in the current year is due primarily to the decrease in accounts receivable resulting from strong customer collections and insurance proceeds, partially offset by an increase in work-in-process inventories to support higher production output.  The use of cash in the prior year was due primarily to operating losses and increases in accounts receivable.

 

We had working capital of approximately $21,939,000 and $20,766,000 as of June 30, 2024 and June 30, 2023, respectively, of which approximately $269,000 and $896,000 as of June 30, 2024 and June 30, 2023, respectively, was comprised of cash and restricted cash. The increase in working capital is due primarily to higher inventory levels to support our production output and revenue growth. 

 

Investing Activities:

 

We used approximately $647,000 for investing activities during the six-month period ended June 30, 2024, and used approximately $403,000 during the same period in 2023. The investing activities were primarily for machinery and equipment and building improvements.

 

Financing Activities:

 

We used approximately $651,000 for investing activities driven primarily by repaying our line of credit (net of borrowings) by approximately $630,000 resulting from our strong collections during the six-month period ended June 30, 2024. Our primary source of cash of approximately $3,196,000 for the six-month period ended June 30, 2023 was due to advances on our line of credit of approximately $3,847,000, partially offset by the payment of our equipment loans of approximately $501,000.

 

 

Discontinued Operation Activities:

 

Our use of cash from discontinued operating activities of approximately $146,000 during the six-month period ended June 30, 2024 resulted from the funding of operating losses and wind-down costs. For the same period in 2023, our use of cash of approximately $568,000 resulted from the operating losses of the discontinued operation (as reclassified).

 

Ongoing Liquidity Considerations:

 

The income from continuing operations generated for the three- and six-month periods ending June 30, 2024, the positive operating cash flows, and the availability of funding from our credit facility, provides us with adequate working capital and sufficient liquidity to fund our operations in the near term.  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

 

We are pleased with our revenue growth of 15% and the positive impact of operational advances and production efficiencies that continue to generate gross margin improvements over the prior year.  In addition, we are effectively managing operating costs, which were significantly lower than prior year as a percentage of our revenue.  Finally, we have generated positive operating cash flows, a substantial improvement over the prior year.  These factors have yielded favorable results and reinforces our commitment and focus on achieving our strategic plan of growth and profitability.

 

The aerospace industry has been rapidly ramping up over the last two years creating volatility in the commercial aerospace market, including demand and supply challenges. We are navigating through the complexity of aligning our customers’ forecasts with our production output to achieve profitability and enhance shareholder value in 2024.         

 

 

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 June 30, 2024. Based upon that evaluation, the CEO and CFO concluded that these disclosure controls and procedures were effective as of June 30, 2024.

 

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.

 

 

 

PART II

 

OTHER INFORMATION

Item 1.  Legal Proceedings

 

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.

 

Item 1A.  Risk Factors

 

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.

 

 

Item 5.  Other Information

 

(c) Trading Plans

 

During the three-month period ended June 30, 2024, no 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).

 

 

Item 6.  Exhibits

 

31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith)

 

31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith)

 

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed herewith)

 

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed herewith)

 

101

The following materials from Servotronics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, 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).

 

 

 

FORWARD-LOOKING STATEMENTS

 

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.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Date: August 8, 2024

 

 

SERVOTRONICS, INC.

 

 

 

 

 

 

 

 

 

 

By:

/s/ William F. Farrell, Jr., Chief Executive Officer

 

 

 

William F. Farrell, Jr.

 

 

 

Chief Executive Officer

 

       
       
  By: /s/ Robert A. Fraass, Chief Financial Officer  
    Robert A. Fraass  
    Chief Financial Officer  

 

 

- 31 -

Exhibit 31.1

CERTIFICATION

 

I, William F. Farrell Jr., certify that:

 

 

1.

I have reviewed this quarterly report on Form 10-Q of Servotronics, Inc.;

 

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 8, 2024

 

  /s/ William F. Farrell, Jr., Chief Executive Officer
  William F. Farrell, Jr.
  Chief Executive Officer

 

 

Exhibit 31.2

CERTIFICATION

 

I, Robert A. Fraass, certify that:

 

 

1.

I have reviewed this quarterly report on Form 10-Q of Servotronics, Inc.;

 

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 8, 2024

 

  /s/ Robert A. Fraass, Chief Financial Officer
  Robert A. Fraass
  Chief Financial Officer

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the quarterly report of Servotronics, Inc. (the “Company”), on Form 10-Q for the period ended June 30, 2024, I hereby certify solely for the purpose of complying with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

 

 

1.

The quarterly report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Act of 1934, and

 

 

2.

The information contained in the quarterly report fairly represents, in all material respects, the financial condition and results of operations of the Company.

 

Date: August 8, 2024

 

  /s/ William F. Farrell, Jr., Chief Executive Officer
  William F. Farrell, Jr.
  Chief Executive Officer
 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the quarterly report of Servotronics, Inc. (the “Company”), on Form 10-Q for the period ended June 30, 2024, I hereby certify solely for the purpose of complying with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

 

 

1.

The quarterly report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Act of 1934, and

 

 

2.

The information contained in the quarterly report fairly represents, in all material respects, the financial condition and results of operations of the Company.

 

Date: August 8, 2024

 

  /s/Robert A. Fraass, Chief Financial Officer
  Robert A. Fraass
  Chief Financial Officer
 
v3.24.2.u1
Document And Entity Information - shares
6 Months Ended
Jun. 30, 2024
Jul. 26, 2024
Document Information [Line Items]    
Entity Central Index Key 0000089140  
Entity Registrant Name SERVOTRONICS INC /DE/  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2024  
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2024  
Document Transition Report false  
Entity File Number 1-07109  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 16-0837866  
Entity Address, Address Line One 1110 Maple Street  
Entity Address, City or Town Elma  
Entity Address, State or Province NY  
Entity Address, Postal Zip Code 14059  
City Area Code 716  
Local Phone Number 655-5990  
Title of 12(b) Security Common Stock  
Trading Symbol SVT  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company true  
Entity Common Stock, Shares Outstanding   2,557,927
v3.24.2.u1
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Current assets:    
Cash $ 119,000 $ 95,000
Restricted cash 150,000 150,000
Accounts receivable, net 10,706,000 12,065,000
Inventories, net 15,830,000 14,198,000
Prepaid and other current assets 945,000 1,507,000
Assets related to discontinued operation 1,480,000 1,552,000
Total current assets 29,230,000 29,567,000
Property, plant and equipment, net 7,082,000 6,978,000
Other non-current assets 42,000 42,000
Total Assets 36,354,000 36,587,000
Current liabilities:    
Line of credit 1,473,000 2,103,000
Current portion of post retirement obligation 97,000 97,000
Accounts payable 2,432,000 2,061,000
Accrued employee compensation and benefits costs 989,000 1,003,000
Accrued warranty 449,000 542,000
Other accrued liabilities 1,827,000 1,909,000
Liabilities related to discontinued operation 24,000 213,000
Total current liabilities 7,291,000 7,928,000
Post retirement obligation 4,202,000 4,165,000
Shareholders' equity:    
Common stock, par value $0.20; authorized 4,000,000 shares; issued 2,629,052 shares; outstanding 2,531,175 (2,514,775 - 2023) shares 525,000 525,000
Capital in excess of par value 14,762,000 14,617,000
Retained earnings 13,127,000 12,954,000
Accumulated other comprehensive loss (2,350,000) (2,389,000)
Employee stock ownership trust commitment (56,000) (56,000)
Treasury stock, at cost 71,125 (87,525 - 2023) shares (1,147,000) (1,157,000)
Total shareholders' equity 24,861,000 24,494,000
Total Liabilities and Shareholders' Equity $ 36,354,000 $ 36,587,000
v3.24.2.u1
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares
Jun. 30, 2024
Dec. 31, 2023
Common stock, par value (in dollars per share) $ 0.2 $ 0.2
Common stock, shares authorized (in shares) 4,000,000 4,000,000
Common stock, shares issued (in shares) 2,629,052 2,629,052
Common stock, shares outstanding (in shares) 2,531,175 2,514,775
Treasury stock, shares (in shares) 71,125 87,525
v3.24.2.u1
Condensed Consolidated Statements of Operations (Current Period Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Revenue $ 12,273,000 $ 10,649,000 $ 22,719,000 $ 19,709,000
Costs of goods sold, inclusive of depreciation and amortization 9,210,000 9,092,000 17,921,000 17,168,000
Gross profit 3,063,000 1,557,000 4,798,000 2,541,000
Operating expenses        
Selling, general and administrative 2,397,000 3,269,000 4,415,000 5,444,000
Operating income (loss) 666,000 (1,712,000) 383,000 (2,903,000)
Other expense        
Interest & other expense, net 98,000 89,000 181,000 142,000
Total other expense 98,000 89,000 181,000 142,000
Income (loss) from continuing operations before income taxes 568,000 (1,801,000) 202,000 (3,045,000)
Income taxes 0 1,479,000 0 1,063,000
Income (loss) from continuing operations, net of tax 568,000 (3,280,000) 202,000 (4,108,000)
Loss from discontinued operation before income taxes (12,000) (6,220,000) (29,000) (6,940,000)
Income taxes 0 0 0 0
Loss from discontinued operation, net of tax (12,000) (6,220,000) (29,000) (6,940,000)
Net income (loss) $ 556,000 $ (9,500,000) $ 173,000 $ (11,048,000)
Basic earnings (loss) per share:        
Continuing operations (in dollars per share) $ 0.23 $ (1.33) $ 0.08 $ (1.67)
Discontinued operation (in dollars per share) 0 (2.53) (0.01) (2.82)
Basic earnings (loss) per share (in dollars per share) 0.23 (3.86) 0.07 (4.49)
Diluted earnings (loss) per share:        
Continuing operations (in dollars per share) 0.22 (1.33) 0.08 (1.67)
Discontinued operation (in dollars per share) 0 (2.53) (0.01) (2.82)
Diluted earnings (loss) per share (in dollars per share) $ 0.22 $ (3.86) $ 0.07 $ (4.49)
v3.24.2.u1
Condensed Consolidated Statements of Comprehensive Income (Loss) (Current Period Unaudited) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Net Income (Loss) $ 556 $ (9,500) $ 173 $ (11,048)
Actuarial gains 20 12 39 25
Income tax benefit on actuarial losses 0 0 0 0
Retirement benefits adjustments, net of income taxes 20 12 39 25
Total comprehensive income (loss) $ 576 $ (9,488) $ 212 $ (11,023)
v3.24.2.u1
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Cash flows related to operating activities:    
Income (loss) from continuing operations $ 202,000 $ (4,108,000)
Adjustments to reconcile income (loss) from continuing operations to net cash provided (used) by operating activities:    
Depreciation and amortization 543,000 517,000
Stock based compensation 176,000 74,000
Allowance for credit losses (18,000) (25,000)
Inventory reserve 139,000 14,000
Warranty reserve (93,000) (2,000)
Deferred income taxes 0 1,072,000
Changes in assets and liabilities providing (using) cash:    
Accounts receivable 1,377,000 (2,663,000)
Inventories (1,771,000) (826,000)
Prepaid and other current assets 562,000 (520,000)
Accounts payable 371,000 1,064,000
Accrued employee compensation and benefit costs 25,000 301,000
Post retirement obligations 37,000 66,000
Other accrued liabilities (82,000) (105,000)
Net cash provided (used) by operating activities from continuing operations 1,468,000 (5,141,000)
Cash flows related to investing activities:    
Purchase of property, plant and equipment (647,000) (403,000)
Net cash used by investing activities from continuing operations (647,000) (403,000)
Cash flows related to financing activities:    
(Payments on) proceeds from line of credit (630,000) 3,697,000
Purchase of treasury shares (21,000) 0
Principal payments on finance lease obligations 0 (501,000)
Net cash (used) provided by financing activities from continuing operations (651,000) 3,196,000
Discontinued Operation    
Cash used by operating activities (146,000) (568,000)
Net cash used by operating activities from discontinued operation (146,000) (568,000)
Net increase (decrease) in cash and restricted cash 24,000 (2,916,000)
Cash and restricted cash at beginning of period 245,000 3,812,000
Cash and restricted cash at end of period $ 269,000 $ 896,000
v3.24.2.u1
Note 1 - Operations and Summary of Significant Accounting Policies
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Business Description and Accounting Policies [Text Block]

1.

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.

 

Until 2023, the Company had operated historically under two business segments: Advanced Technology Group (“ATG”) and Consumer Products Group (“CPG”), which had been strategic business segments that offered different products and services. Operations in ATG included the design, manufacturing and marketing of servo-control components and other advanced technology products, and the CPG operations included the design, manufacture and marketing of a variety of cutlery products for use by consumers and government agencies. During 2023, the Company’s Management made the strategic decision to sell certain assets of The Ontario Knife Company (“OKC”) and divest the CPG business segment. This divestiture represented a strategic shift, as the Company has realigned its corporate and management reporting structure to focus solely on the servo-control components and other advanced technology products, and now organizes its business in a single reportable segment. This segment structure reflects the financial information and reports used by management, specifically the Chief Executive Officer and Chief Operating Officer.

 

The consolidated financial statements currently include the accounts of Servotronics, 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. As previously communicated, 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 in operating activities from the discontinued operation are 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- and six-months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The consolidated financial statements should be read in conjunction with the 2023 annual report and the notes thereto.

 

The 2023 financial information included in the aforementioned Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Operations were reclassified to conform with the discontinued operation presentation. 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.

 

Cash and Restricted Cash

 

The following table provides a reconciliation of cash and restricted cash to the amounts in the statement of cash flows:

 

  

June 30,

  

December 31,

 

(in thousands)

 

2024

  

2023

 

Cash

 $119  $95 

Restricted cash

  150   150 

Total cash and restricted cash

 $269  $245 

 

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 $150,000 as of  June 30, 2024 and  December 31, 2023 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 amounted to approximately $103,000 as of June 30, 2024 and $121,000 as of December 31, 2023, respectively. The Company does not accrue interest on past due receivables.

 

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 twenty-seven months. The Company determines warranty reserves needed based on actual average costs of warranty units shipped and current facts and circumstances. As of June 30, 2024, and  December 31, 2023 under the guidance of ASC 460, the Company has recorded a warranty reserve of approximately $449,000 and $542,000, respectively. Revenue is recognized on repair returns, covered under a customer contract, at the contractual price upon shipment to the customer.

 

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

  

Six Months Ended

 

(in thousands)

 

June 30, 2024

  

June 30, 2023

  

June 30, 2024

  

June 30, 2023

 

Domestic

 $9,065  $7,589  $16,851  $14,598 

International

  3,208   3,060   5,868   5,111 

Total Revenue

 $12,273  $10,649  $22,719  $19,709 

 

 

 

Inventories

 

Inventories are stated at the lower of cost or net realizable value. 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 planned sales activity.  These reserves are applied to the gross value of the inventory and are approximately $766,000 and $627,000 as of  June 30, 2024 and  December 31, 2023, respectively.  Pre-production and start-up costs are expensed as incurred.

 

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 one year’s supply. The amounts are not included in the inventory reserve discussed above.

 

Shipping and Handling Costs

 

Shipping and handling costs are classified as a component of cost 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)

  5 - 40 

Machinery and equipment (years)

  5 - 20 

Tooling (years)

  3 - 5 

 

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 not have any accrued interest or penalties included in its Condensed Consolidated Balance Sheets at  June 30, 2024 or December 31, 2023, and did not recognize any interest and/or penalties in its Condensed Consolidated Statements of Operations during the three- and six-month periods ended June 30, 2024 and 2023. The Company did not have any material uncertain tax positions or unrecognized tax benefits or obligations as of  June 30, 2024 and December 31, 2023. The 2020 through 2023 federal and 2019 through 2023 state tax returns remain subject to examination by the respective taxing authorities.

 

Supplemental Cash Flow Information

 

Income taxes paid amounted to approximately $0 and $2,000 for the six-month periods ended June 30, 2024 and 2023, respectively.  Interest paid during the six-month periods ended June 30, 2024 and 2023 was approximately $86,000 and $46,000 respectively.

 

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. No additional impairment of long-lived assets exists as of June 30, 2024, which primarily includes the Company’s tangible real (land and building) and personal (machinery & equipment) properties.

 

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 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 is currently evaluating the potential effect that the updated standard will have on its financial statement disclosures.

 

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, 2023, that are of significance, or potential significance, to the Company.

 

v3.24.2.u1
Note 2 - Discontinued Operation and Assets and Liabilities Related to Discontinued Operation
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

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  June 30, 2024 and December 31, 2023. 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- and six-month periods ended June 30, 2024 and 2023 (as reclassified).

 

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- and six-month periods ended June 30, 2024.

 

Operating loss from discontinued operation was approximately $32,000 and $57,000 for the three- and six-month periods ended June 30, 2024, respectively, and resulted primarily from employee compensation and severance costs (compared to $770,000 and $1,490,000 for the three- and six-month period ended June 30, 2023, respectively, as reclassified).  Divestiture and impairment cost changes resulted in income of approximately $20,000 and $28,000 for the three- and six-month periods ended June 30, 2024 (compared to divestiture and impairment cost estimates of $2,227,000 for each of the three- and six-month periods ended June 30, 2023, respectively).  The loss on the sale of assets was $0 for the three- and six-month periods ended June 30, 2024, respectively (compared to $3,223,000 for each of the three- and six-month periods ended June 30, 2023, respectively, as reclassified).  Therefore, the total Loss from Discontinued Operation, net of tax, is approximately $12,000 and $29,000 for the three- and six-month periods ended June 30, 2024, respectively (compared to a Loss of $6,220,000 and $6,940,000 for the three- and six-month periods ended June 30, 2023, respectively, as reclassified).

 

Discontinued Operation Financial Information

 

Consolidated Statements of Operations are as follows:

 

  

Three Months Ended

 

(in thousands)

 

June 30, 2024

  

June 30, 2023

 
         

Net Sales

 $-  $1,345 

Operating costs

  (32)  (2,115)

Loss from discontinued operation

  (32)  (770)

Divestiture and impairment cost estimates

  20   (2,227)

Loss on sale of assets

  -   (3,223)

Loss from discontinued operation before income taxes

  (12)  (6,220)

Income tax benefit

  -   - 

Loss from discontinued operation, net of tax

 $(12) $(6,220)

 

 

  

Six Months Ended

 

(in thousands)

 

June 30, 2024

  

June 30, 2023

 
         

Net Sales

 $-  $3,087 

Operating costs

  (57)  (4,577)

Loss from discontinued operation

  (57)  (1,490)

Divestiture and impairment cost estimates

  28   (2,227)

Loss on sale of assets

  -   (3,223)

Loss from discontinued operation before income taxes

  (29)  (6,940)

Income tax benefit

  -   - 

Loss from discontinued operation, net of tax

 $(29) $(6,940)

 

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:

 

  

June 30,

  

December 31,

 

(in thousands)

 

2024

  

2023

 
         

Accounts receivable, net

 $-  $38 

Prepaid and other assets

  52   31 

Inventories, net

  -   55 

Building and improvements, net

  1,428   1,428 

Assets related to discontinued operation

 $1,480  $1,552 
         

Accounts payable

 $23  $197 

Accrued employee compensation and other costs

  1   16 

Liabilities related to discontinued operation

 $24  $213 

 

The Company has actively marketed the building for sale with a commercial real estate broker during the first quarter and expects to sell the real property in 2024. The majority of the remaining assets and liabilities are expected to be expensed or settled during the third quarter, as divestiture and wind-down activities are substantially complete.

 

v3.24.2.u1
Note 3 - Inventories
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Inventory Disclosure [Text Block]

3.

Inventories

 

   

June 30,

   

December 31,

 

(in thousands)

 

2024

   

2023

 
                 

Raw material and common parts

  $ 7,829     $ 7,828  

Work-in-process

    8,270       6,466  

Finished goods

    497       531  
      16,596       14,825  

Less inventory reserve

    (766 )     (627 )

Total inventories

  $ 15,830     $ 14,198  

 

v3.24.2.u1
Note 4 - Property, Plant and Equipment
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Property, Plant and Equipment Disclosure [Text Block]

4.

Property, Plant and Equipment

 

   

June 30,

   

December 31,

 

(in thousands)

 

2024

   

2023

 
                 

Buildings and building improvements

  $ 8,558     $ 8,447  

Machinery, equipment and tooling

    15,672       15,503  

Construction in progress

    472       106  
      24,702       24,056  

Less accumulated depreciation and amortization

    (17,620 )     (17,078 )

Property, plant and equipment, net

  $ 7,082     $ 6,978  

 

Depreciation and amortization expense amounted to approximately $271,000 and $260,000 for the three-month periods ended June 30, 2024 and 2023, respectively. Amortization expense related to Right of Use (“ROU”) assets amounted to approximately $6,000 and $7,000 for the three-month periods ended June 30, 2024 and 2023, respectively. Depreciation and amortization expense amounted to approximately $543,000 and $517,000 for the six-month periods ended June 30, 2024 and 2023, respectively. Amortization expense related to ROU assets amounted to approximately $12,000 and $12,000 for the six-month periods ended June 30, 2024 and 2023, respectively.

 

The Company’s ROU assets included in machinery, equipment and tooling had a net book value of approximately $148,000 and $160,000 as of  June 30, 2024 and December 31, 2023, respectively.

 

As of June 30, 2024, there is approximately $472,000 ($106,000 as of December 31, 2023) of construction in progress included in property, plant and equipment, all of which is related to capital projects for machinery and equipment of $246,000 and building improvements of $226,000.

 

v3.24.2.u1
Note 5 - Indebtedness
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Long-Term Debt [Text Block]

5.

Indebtedness

 

In June 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 $7,000,000. The borrowing base under the Credit Facility is determined using 85% of eligible domestic and foreign accounts receivable balances, less any other specific reserves. In general terms, ineligible receivables are defined as invoices unpaid over 90 days. The balance outstanding on the Credit Facility is approximately $1,473,000 and $2,103,000 as of June 30, 2024 and December 31, 2023, respectively. The interest rate on the Credit Facility is equal to the greater of 8.0% or the prime rate (as defined by JP Morgan Chase) plus 1.0% (9.5% as of June 30, 2024 and December 31, 2023). The Credit facility is collateralized by the Company’s non-realty assets.

 

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 two 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 $20,000,000. The Working Capital covenant requires the Company to maintain working capital not less than $10,000,000. The Company has met both covenant requirements as of June 30, 2024 and December 31, 2023.

 

v3.24.2.u1
Note 6 - Postretirement Benefit Plan
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Compensation and Employee Benefit Plans [Text Block]

6.

Postretirement Benefit Plan

 

The Company provides certain postretirement health and life insurance benefits for two former executives (“retirees”) of the Company (“Plan”). Upon ceasing employment, the Company 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 $4,299,000 and $4,262,000 as of June 30, 2024 and December 31, 2023, respectively. Benefit costs for the three-month periods ended June 30, 2024 and 2023, were $73,000 and $65,000 respectively. Benefit costs for the six-month periods ended June 30, 2024 and 2023 were $146,000 and $130,000, respectively.

 

v3.24.2.u1
Note 7 - Shareholders' Equity
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Equity [Text Block]

7.

Shareholders Equity

 

   

Six-month Period Ended June 30, 2024 (in thousands)

 
                           

Accumulated

                         
           

Capital in

           

Other

                   

Total

 
   

Common

   

Excess of

   

Retained

   

Comprehensive

           

Treasury

   

Shareholders'

 
   

Stock

   

Par Value

   

Earnings

   

Loss

   

ESOT

   

Stock

   

Equity

 
                                                         

December 31, 2023

  $ 525     $ 14,617     $ 12,954     $ (2,389 )   $ (56 )   $ (1,157 )   $ 24,494  
                                                         

Retirement benefits adjustment

    -       -       -       19       -       -       19  

Stock based compensation

    -       44       -       -       -       19       63  

Net Loss

    -       -       (383 )     -       -       -       (383 )
                                                         

March 31, 2024

  $ 525     $ 14,661     $ 12,571     $ (2,370 )   $ (56 )   $ (1,138 )   $ 24,193  
                                                         

Retirement benefits adjustment

    -       -       -       20       -       -       20  

Stock based compensation

    -       101       -       -       -       12       113  

Purchase of treasury shares

    -       -       -       -       -       (21 )     (21 )

Net Income

    -       -       556       -       -       -       556  
                                                         

June 30, 2024

  $ 525     $ 14,762     $ 13,127     $ (2,350 )   $ (56 )   $ (1,147 )   $ 24,861  

 

 

   

Six-month Period Ended June 30, 2023 (in thousands)

 
                           

Accumulated

                         
           

Capital in

           

Other

                   

Total

 
   

Common

   

Excess of

   

Retained

   

Comprehensive

           

Treasury

   

Shareholders'

 
   

Stock

   

Par Value

   

Earnings

   

Loss

   

ESOT

   

Stock

   

Equity

 
                                                         

December 31, 2022

  $ 523     $ 14,556     $ 23,741     $ (2,337 )   $ (157 )   $ (1,214 )   $ 35,112  
                                                         

Retirement benefits adjustment

    -       -       -       13       -       -       13  

Stock based compensation

    -       17       -       -       -       24       41  

Net Loss

    -       -       (1,547 )     -       -       -       (1,547 )
                                                         

March 31, 2023

  $ 523     $ 14,573     $ 22,194     $ (2,324 )   $ (157 )   $ (1,190 )   $ 33,619  
                                                         

Retirement benefits adjustment

    -       -       -       12       -       -       12  

Stock based compensation

    1       14       -       -       -       18       33  

Net Loss

    -       -       (9,500 )     -       -       -       (9,500 )
                                                         

June 30, 2023

  $ 524     $ 14,587     $ 12,694     $ (2,312 )   $ (157 )   $ (1,172 )   $ 24,164  

 

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

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2024

   

2023

   

2024

   

2023

 
   

(in thousands except per share data)

   

(in thousands except per share data)

 
                                 

Income (loss) from continuing operations

  $ 568     $ (3,280 )   $ 202     $ (4,108 )

Loss from discontinued operation

    (12 )     (6,220 )     (29 )     (6,940 )

Net income (loss)

  $ 556     $ (9,500 )   $ 173     $ (11,048 )
                                 

Weighted average common shares outstanding (basic)

    2,495       2,461       2,492       2,458  

Unvested restricted stock (service based)

    30       28       30       28  

Unvested restricted stock (performance based)

    21       -       21       -  

Weighted average common shares outstanding (diluted)

    2,546       2,489       2,543       2,486  
                                 

Basic earnings (loss) per share:

                               

Continuing operations

  $ 0.23     $ (1.33 )   $ 0.08     $ (1.67 )

Discontinued operation

    -       (2.53 )     (0.01 )     (2.82 )

Basic earnings (loss) per share

  $ 0.23     $ (3.86 )   $ 0.07     $ (4.49 )
                                 

Diluted earnings (loss) per share:

                               

Continuing operations

  $ 0.22     $ (1.33 )   $ 0.08     $ (1.67 )

Discontinued operation

    -       (2.53 )     (0.01 )     (2.82 )

Diluted earnings (loss) per share

  $ 0.22     $ (3.86 )   $ 0.07     $ (4.49 )

 

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 200,000 authorized common shares.

 

The Company’s executive compensation program established by the Board of Directors 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 three years, and performance-based (restricted) share awards that cliff-vest based on the achievement of a specific financial metric over a specific three-year period. 

 

On March 26, 2024, 7,180 service-based share awards were granted to Company executives under the 2024-2026 LTIP Stock Award.  Additionally, on January 29, 2024, 1,786 service-based share awards were granted in connection with the hiring of an executive officer, and these shares vest after a one-year service period.

 

The Company’s director compensation policy provides that non-employee directors receive a portion of their annual retainer in the form of shares under the Equity Plan.  These shares vest quarterly over a twelve-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.  On May 10, 2024, an aggregate of 9,980 restricted shares were issued with a grant date fair value of $125,000.

 

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, 2023

  22,448   $ 11.45

Granted in 2024

  18,946   $ 12.70

Vested in 2024

  (11,807)   $ 11.55

Unvested at June 30, 2024

  29,587   $ 12.21

 

Included in the six-month periods ended June 30, 2024 and 2023 is approximately $131,000 and $74,000, respectively, of stock-based compensation expense related to the service-based share awards. The Company has approximately $296,000 of stock-based compensation expense related to unvested service-based shares to be recognized over the requisite service periods.

 

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 0% to a maximum of 200% of targeted amounts depending on the achievement of performance measures at the end of a three-year period. The expected cost of the shares is based on the date of grant fair value and the Company’s assessment of the probability that the performance condition will be achieved. Any related compensation expense is recognized when the probability is likely that the performance criteria will be achieved. Forfeitures are recognized as they occur. These awards may be settled in cash or shares of common stock at the election of the Company on the date of grant. It is the Company’s intent to settle performance-based share awards with shares of common stock.

 

On March 26, 2024, 21,541 performance-based share awards (at target) were granted to Company executives under the 2024-2026 LTIP Stock Award at a grant date fair value of $12.63 per share. Included in the six-month periods ended June 30, 2024 and 2023 is approximately $45,000 and $0, respectively, of stock-based compensation expense related to this award.  The Company has approximately $227,000 of stock-based compensation expense related to this award to be recognized over the requisite service periods. 

 

On December 13, 2023, 17,380 performance-based share awards (at target) were granted to Company executives under the 2023-2025 LTIP Stock award at a grant date fair value of $11.50 per share.  No stock-based compensation expense has been recorded for the six-month period ending June 30, 2024, as achievement of the performance metric was deemed not probable for this award.

 

The maximum potential stock-based compensation expense for the performance-based share awards under the 2023-2025 and 2024-2026 LTIP Stock Awards is approximately $944,000.

 

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, 2023

  17,380   $ 11.50

Granted in 2024

  21,541   $ 12.63

Vested in 2024

  -   $ -

Unvested at June 30, 2024

  38,921   $ 12.13

 

Included in the six-month periods ended June 30, 2024 and 2023 is approximately $176,000 and $74,000, respectively, of total stock-based compensation expense related to the service- and performance-based share awards. The Company has approximately $523,000 of stock-based compensation expense related to total unvested service- and performance-based shares to be recognized over the requisite service periods.

 

v3.24.2.u1
Note 8 - Income Taxes
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Income Tax Disclosure [Text Block]

8.

Income Taxes

 

The income tax expense in the Condensed Consolidated Statements of Operations is $0 for the three- and six-month period ended June 30, 2024 compared to an income tax expense of approximately $1,479,000 and $1,063,000 for the three- and six-month period ended June 30, 2023, respectively, due to the valuation allowance recorded against the net deferred tax assets as of June 30, 2024 and 2023. The valuation allowance was initially recorded during the second quarter of 2023 based on management’s determination that it is more likely than not that the Company will not realize the net deferred tax assets in the future.

 

The effective tax rate benefit for the three- and six-month period ended June 30, 2024 is 0%, compared to an effective tax rate of 18.4% and 10.6% for the three- and six-month period ended June 30, 2023, respectively. The difference between the statutory rate of 21% and the effective tax rate expense of 0% for the three- and six-month period ended June 30, 2024 is due to the valuation allowance recorded against the deferred tax assets (net) as of June 30, 2024.

 

v3.24.2.u1
Note 9 - Commitments and Contingencies
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Commitments and Contingencies Disclosure [Text Block]

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.

 

During 2023, the Company entered into discussions with a particular customer regarding product liability costs and customer damages (“claim”) resulting from non-conforming product shipped to the customer in prior years. Prior to 2023, the Company considered the risk of loss to be remote, however, the claim was received from the customer and submitted to the Company’s insurance carrier in 2024.  The insurance carrier determined the claim was covered by insurance for approximately $1,000,000 and proceeds were received during the second quarter. The claim liability of approximately $1,000,000 is included in other accrued liabilities in the Condensed Consolidated Balance Sheets as of  June 30, 2024 and December 31, 2023 and was settled with the customer at the beginning of the third quarter of 2024.

 

On December 21, 2021, the Company's former Chief Executive Officer ("Former CEO") delivered his Notice of Termination and alleged that the Company breached the terms of the Employment Agreement between the Company and the Former CEO by, among others, placing the Former CEO on paid administrative leave in June 2021 pending an internal investigation. On December 22, 2021, the Board of Directors accepted the Former CEO's resignation from the Company but rejected his request to treat his resignation as resignation for good reason under Paragraph 10 of his Employment Agreement. The Board also determined, based on the findings of its investigation that the Former CEO committed willful malfeasance in violation of his Employment Agreement, and that such willful malfeasance would have justified termination of employment pursuant to Paragraph 9 of the Employment Agreement, but for his earlier resignation. The Former CEO claims that he is entitled to a severance payment equal to 2.99 times his average annual compensation as set forth in the Employment Agreement, plus the reimbursement of certain expenses and the value of any lost benefits. As noted above, the Board of Directors rejected the Former CEO's claim that the Company breached the Employment Agreement. Accordingly, the Company is classifying the Former CEO's termination as a voluntary resignation for which no severance is due. The Employment Agreement provides that disputes arising thereunder shall be settled by arbitration. To date, neither party has commenced an arbitration proceeding with respect to these matters. Based on the information known by the Company as of the date of this filing, if a claim is ultimately asserted, the Company does not consider the risk of loss to be probable and is unable to reasonably or accurately estimate the likelihood and amount of any liability that may be realized with respect to this matter.

 

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 $5,000,000 with respect to the direct causes of action and equitable relief with respect to the purported derivative causes of action. The Defendants filed a motion to dismiss the Complaint on August 6, 2021. On January 13, 2022, the Defendants' motion to dismiss was granted, in part, and denied, in part. The Company is insured for such matters in the amount of $3 million with a retention of $250,000 for defense costs. During 2023, the Company met the retention amount, so defense costs are covered by insurance. Additionally, there is an excess coverage policy for $3 million that considers the retention payment from the primary insurance policy as the excess $3 million retention. Based on the information known by the Company as of the date of this filing, the Company does not consider the risk of loss to be probable and is unable to reasonably or accurately estimate the likelihood and amount of any liability that may be realized as a result of this litigation. Accordingly, no loss has been recognized in the accompanying Condensed Consolidated Financial Statements related to this litigation. The Company is vigorously defending against this litigation.

 

There are no other legal proceedings currently pending by or against the Company other than litigation incidental to the business which is not expected to have a material adverse effect on the business or earnings of the Company.

 

v3.24.2.u1
Note 10 - Customer and Supplier Concentration
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Concentration Risk Disclosure [Text Block]

10.

Customer and Supplier Concentration

 

The Company's revenue includes significant concentration from a limited number of customers representing approximately 90% of revenue for both the three and six-month periods ended June 30, 2024 and 2023. While the Company continues to pursue diversification of its customer base, the loss of, or significant reduction in business from, any of these major customers could have a material adverse effect on the Company's financial condition, results of operations, and cash flows. The Company routinely assesses its relationships with major customers, including creditworthiness, market conditions, and competitive pressures, to mitigate risks associated with customer concentration. Despite these efforts, there can be no assurance that the Company will successfully reduce its dependence on any single customer in the future.

 

The Company relies on a variety of suppliers for the procurement of raw materials, components, and services necessary for its operations. While the Company actively manages its relationships with suppliers and seeks to diversify its supplier base, a disruption in the supply of goods or services from a major supplier could have a material adverse effect on the Company's operations and financial results.  To mitigate the risks associated with supplier concentration, the Company engages in ongoing efforts to identify alternative sources of supply, assess supplier reliability and performance, and negotiate favorable contractual terms where feasible. However, there can be no assurance that the Company will be successful in reducing its dependence on any single supplier or mitigating the impact of supplier-related risks in the future. During the six-month periods ended June 30, 2024 and 2023, there were no purchases for products derived from one supplier greater than 10% of total vendor purchases.

 

 

v3.24.2.u1
Insider Trading Arrangements
6 Months Ended
Jun. 30, 2024
Insider Trading Arr Line Items  
Material Terms of Trading Arrangement [Text Block]

Item 5.  Other Information

 

(c) Trading Plans

 

During the three-month period ended June 30, 2024, no 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).

 

Rule 10b5-1 Arrangement Adopted [Flag] false
Non-Rule 10b5-1 Arrangement Adopted [Flag] false
Rule 10b5-1 Arrangement Terminated [Flag] false
Non-Rule 10b5-1 Arrangement Terminated [Flag] false
v3.24.2.u1
Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Basis of Presentation and Principles of Consolidation [Policy Text Block]

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.

 

Until 2023, the Company had operated historically under two business segments: Advanced Technology Group (“ATG”) and Consumer Products Group (“CPG”), which had been strategic business segments that offered different products and services. Operations in ATG included the design, manufacturing and marketing of servo-control components and other advanced technology products, and the CPG operations included the design, manufacture and marketing of a variety of cutlery products for use by consumers and government agencies. During 2023, the Company’s Management made the strategic decision to sell certain assets of The Ontario Knife Company (“OKC”) and divest the CPG business segment. This divestiture represented a strategic shift, as the Company has realigned its corporate and management reporting structure to focus solely on the servo-control components and other advanced technology products, and now organizes its business in a single reportable segment. This segment structure reflects the financial information and reports used by management, specifically the Chief Executive Officer and Chief Operating Officer.

 

The consolidated financial statements currently include the accounts of Servotronics, 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. As previously communicated, 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 in operating activities from the discontinued operation are 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- and six-months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The consolidated financial statements should be read in conjunction with the 2023 annual report and the notes thereto.

 

The 2023 financial information included in the aforementioned Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Operations were reclassified to conform with the discontinued operation presentation. 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.

 

Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Restricted Cash

 

The following table provides a reconciliation of cash and restricted cash to the amounts in the statement of cash flows:

 

  

June 30,

  

December 31,

 

(in thousands)

 

2024

  

2023

 

Cash

 $119  $95 

Restricted cash

  150   150 

Total cash and restricted cash

 $269  $245 

 

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 $150,000 as of  June 30, 2024 and  December 31, 2023 represents collateral with a financial institution.

 

Accounts Receivable [Policy Text Block]

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 amounted to approximately $103,000 as of June 30, 2024 and $121,000 as of December 31, 2023, respectively. The Company does not accrue interest on past due receivables.

 

Revenue from Contract with Customer [Policy Text Block]

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 twenty-seven months. The Company determines warranty reserves needed based on actual average costs of warranty units shipped and current facts and circumstances. As of June 30, 2024, and  December 31, 2023 under the guidance of ASC 460, the Company has recorded a warranty reserve of approximately $449,000 and $542,000, respectively. Revenue is recognized on repair returns, covered under a customer contract, at the contractual price upon shipment to the customer.

 

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

  

Six Months Ended

 

(in thousands)

 

June 30, 2024

  

June 30, 2023

  

June 30, 2024

  

June 30, 2023

 

Domestic

 $9,065  $7,589  $16,851  $14,598 

International

  3,208   3,060   5,868   5,111 

Total Revenue

 $12,273  $10,649  $22,719  $19,709 

 

 

 

Inventory, Policy [Policy Text Block]

Inventories

 

Inventories are stated at the lower of cost or net realizable value. 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 planned sales activity.  These reserves are applied to the gross value of the inventory and are approximately $766,000 and $627,000 as of  June 30, 2024 and  December 31, 2023, respectively.  Pre-production and start-up costs are expensed as incurred.

 

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 one year’s supply. The amounts are not included in the inventory reserve discussed above.

 

Shipping and Handling Costs [Policy Text Block]

Shipping and Handling Costs

 

Shipping and handling costs are classified as a component of cost of goods sold.

 

Property, Plant and Equipment, Policy [Policy Text Block]

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)

  5 - 40 

Machinery and equipment (years)

  5 - 20 

Tooling (years)

  3 - 5 

 

Income Tax, Policy [Policy Text Block]

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 not have any accrued interest or penalties included in its Condensed Consolidated Balance Sheets at  June 30, 2024 or December 31, 2023, and did not recognize any interest and/or penalties in its Condensed Consolidated Statements of Operations during the three- and six-month periods ended June 30, 2024 and 2023. The Company did not have any material uncertain tax positions or unrecognized tax benefits or obligations as of  June 30, 2024 and December 31, 2023. The 2020 through 2023 federal and 2019 through 2023 state tax returns remain subject to examination by the respective taxing authorities.

 

Cash Flow, Supplemental Disclosures [Policy Text Block]

Supplemental Cash Flow Information

 

Income taxes paid amounted to approximately $0 and $2,000 for the six-month periods ended June 30, 2024 and 2023, respectively.  Interest paid during the six-month periods ended June 30, 2024 and 2023 was approximately $86,000 and $46,000 respectively.

 

Employee Stock Ownership Plan (ESOP), Policy [Policy Text Block]

Employee Stock Ownership Plan

 

Contributions to the employee stock ownership plan are determined annually by the Company according to plan formula.

 

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

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. No additional impairment of long-lived assets exists as of June 30, 2024, which primarily includes the Company’s tangible real (land and building) and personal (machinery & equipment) properties.

 

Use of Estimates, Policy [Policy Text Block]

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.

 

Reclassification, Comparability Adjustment [Policy Text Block]

Reclassifications

 

Certain balances as previously reported were reclassified to classifications adopted in the current period.

 

Research and Development Expense, Policy [Policy Text Block]

Research and Development Costs

 

Research and development costs are expensed as incurred and are included in selling, general and administrative on the Condensed Consolidated Statements of Operations.

 

Concentration Risk, Credit Risk, Policy [Policy Text Block]

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, Policy [Policy Text Block]

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.

 

New Accounting Pronouncements, Policy [Policy Text Block]

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 is currently evaluating the potential effect that the updated standard will have on its financial statement disclosures.

 

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, 2023, that are of significance, or potential significance, to the Company.

 

v3.24.2.u1
Note 1 - Operations and Summary of Significant Accounting Policies (Tables)
6 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Cash and Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Table Text Block]
  

June 30,

  

December 31,

 

(in thousands)

 

2024

  

2023

 

Cash

 $119  $95 

Restricted cash

  150   150 

Total cash and restricted cash

 $269  $245 
Disaggregation of Revenue [Table Text Block]
  

Three Months Ended

  

Six Months Ended

 

(in thousands)

 

June 30, 2024

  

June 30, 2023

  

June 30, 2024

  

June 30, 2023

 

Domestic

 $9,065  $7,589  $16,851  $14,598 

International

  3,208   3,060   5,868   5,111 

Total Revenue

 $12,273  $10,649  $22,719  $19,709 
Schedule of Property, Plant and Equipment Estimated Useful Life [Table Text Block]

Buildings and improvements (years)

  5 - 40 

Machinery and equipment (years)

  5 - 20 

Tooling (years)

  3 - 5 
v3.24.2.u1
Note 2 - Discontinued Operation and Assets and Liabilities Related to Discontinued Operation (Tables)
6 Months Ended
Jun. 30, 2024
Notes Tables  
Disposal Groups, Including Discontinued Operations [Table Text Block]
  

Three Months Ended

 

(in thousands)

 

June 30, 2024

  

June 30, 2023

 
         

Net Sales

 $-  $1,345 

Operating costs

  (32)  (2,115)

Loss from discontinued operation

  (32)  (770)

Divestiture and impairment cost estimates

  20   (2,227)

Loss on sale of assets

  -   (3,223)

Loss from discontinued operation before income taxes

  (12)  (6,220)

Income tax benefit

  -   - 

Loss from discontinued operation, net of tax

 $(12) $(6,220)
  

Six Months Ended

 

(in thousands)

 

June 30, 2024

  

June 30, 2023

 
         

Net Sales

 $-  $3,087 

Operating costs

  (57)  (4,577)

Loss from discontinued operation

  (57)  (1,490)

Divestiture and impairment cost estimates

  28   (2,227)

Loss on sale of assets

  -   (3,223)

Loss from discontinued operation before income taxes

  (29)  (6,940)

Income tax benefit

  -   - 

Loss from discontinued operation, net of tax

 $(29) $(6,940)
  

June 30,

  

December 31,

 

(in thousands)

 

2024

  

2023

 
         

Accounts receivable, net

 $-  $38 

Prepaid and other assets

  52   31 

Inventories, net

  -   55 

Building and improvements, net

  1,428   1,428 

Assets related to discontinued operation

 $1,480  $1,552 
         

Accounts payable

 $23  $197 

Accrued employee compensation and other costs

  1   16 

Liabilities related to discontinued operation

 $24  $213 
v3.24.2.u1
Note 3 - Inventories (Tables)
6 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Inventory, Current [Table Text Block]
   

June 30,

   

December 31,

 

(in thousands)

 

2024

   

2023

 
                 

Raw material and common parts

  $ 7,829     $ 7,828  

Work-in-process

    8,270       6,466  

Finished goods

    497       531  
      16,596       14,825  

Less inventory reserve

    (766 )     (627 )

Total inventories

  $ 15,830     $ 14,198  
v3.24.2.u1
Note 4 - Property, Plant and Equipment (Tables)
6 Months Ended
Jun. 30, 2024
Notes Tables  
Property, Plant and Equipment [Table Text Block]
   

June 30,

   

December 31,

 

(in thousands)

 

2024

   

2023

 
                 

Buildings and building improvements

  $ 8,558     $ 8,447  

Machinery, equipment and tooling

    15,672       15,503  

Construction in progress

    472       106  
      24,702       24,056  

Less accumulated depreciation and amortization

    (17,620 )     (17,078 )

Property, plant and equipment, net

  $ 7,082     $ 6,978  
v3.24.2.u1
Note 7 - Shareholders' Equity (Tables)
6 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Stockholders Equity [Table Text Block]
   

Six-month Period Ended June 30, 2024 (in thousands)

 
                           

Accumulated

                         
           

Capital in

           

Other

                   

Total

 
   

Common

   

Excess of

   

Retained

   

Comprehensive

           

Treasury

   

Shareholders'

 
   

Stock

   

Par Value

   

Earnings

   

Loss

   

ESOT

   

Stock

   

Equity

 
                                                         

December 31, 2023

  $ 525     $ 14,617     $ 12,954     $ (2,389 )   $ (56 )   $ (1,157 )   $ 24,494  
                                                         

Retirement benefits adjustment

    -       -       -       19       -       -       19  

Stock based compensation

    -       44       -       -       -       19       63  

Net Loss

    -       -       (383 )     -       -       -       (383 )
                                                         

March 31, 2024

  $ 525     $ 14,661     $ 12,571     $ (2,370 )   $ (56 )   $ (1,138 )   $ 24,193  
                                                         

Retirement benefits adjustment

    -       -       -       20       -       -       20  

Stock based compensation

    -       101       -       -       -       12       113  

Purchase of treasury shares

    -       -       -       -       -       (21 )     (21 )

Net Income

    -       -       556       -       -       -       556  
                                                         

June 30, 2024

  $ 525     $ 14,762     $ 13,127     $ (2,350 )   $ (56 )   $ (1,147 )   $ 24,861  
   

Six-month Period Ended June 30, 2023 (in thousands)

 
                           

Accumulated

                         
           

Capital in

           

Other

                   

Total

 
   

Common

   

Excess of

   

Retained

   

Comprehensive

           

Treasury

   

Shareholders'

 
   

Stock

   

Par Value

   

Earnings

   

Loss

   

ESOT

   

Stock

   

Equity

 
                                                         

December 31, 2022

  $ 523     $ 14,556     $ 23,741     $ (2,337 )   $ (157 )   $ (1,214 )   $ 35,112  
                                                         

Retirement benefits adjustment

    -       -       -       13       -       -       13  

Stock based compensation

    -       17       -       -       -       24       41  

Net Loss

    -       -       (1,547 )     -       -       -       (1,547 )
                                                         

March 31, 2023

  $ 523     $ 14,573     $ 22,194     $ (2,324 )   $ (157 )   $ (1,190 )   $ 33,619  
                                                         

Retirement benefits adjustment

    -       -       -       12       -       -       12  

Stock based compensation

    1       14       -       -       -       18       33  

Net Loss

    -       -       (9,500 )     -       -       -       (9,500 )
                                                         

June 30, 2023

  $ 524     $ 14,587     $ 12,694     $ (2,312 )   $ (157 )   $ (1,172 )   $ 24,164  
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]
   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2024

   

2023

   

2024

   

2023

 
   

(in thousands except per share data)

   

(in thousands except per share data)

 
                                 

Income (loss) from continuing operations

  $ 568     $ (3,280 )   $ 202     $ (4,108 )

Loss from discontinued operation

    (12 )     (6,220 )     (29 )     (6,940 )

Net income (loss)

  $ 556     $ (9,500 )   $ 173     $ (11,048 )
                                 

Weighted average common shares outstanding (basic)

    2,495       2,461       2,492       2,458  

Unvested restricted stock (service based)

    30       28       30       28  

Unvested restricted stock (performance based)

    21       -       21       -  

Weighted average common shares outstanding (diluted)

    2,546       2,489       2,543       2,486  
                                 

Basic earnings (loss) per share:

                               

Continuing operations

  $ 0.23     $ (1.33 )   $ 0.08     $ (1.67 )

Discontinued operation

    -       (2.53 )     (0.01 )     (2.82 )

Basic earnings (loss) per share

  $ 0.23     $ (3.86 )   $ 0.07     $ (4.49 )
                                 

Diluted earnings (loss) per share:

                               

Continuing operations

  $ 0.22     $ (1.33 )   $ 0.08     $ (1.67 )

Discontinued operation

    -       (2.53 )     (0.01 )     (2.82 )

Diluted earnings (loss) per share

  $ 0.22     $ (3.86 )   $ 0.07     $ (4.49 )
Nonvested Restricted Stock Shares Activity [Table Text Block]
       

Weighted Average

       

Grant Date Fair

 

Shares

 

Value

Service-Based Share Activity:

         

Unvested at December 31, 2023

  22,448   $ 11.45

Granted in 2024

  18,946   $ 12.70

Vested in 2024

  (11,807)   $ 11.55

Unvested at June 30, 2024

  29,587   $ 12.21
       

Weighted Average

       

Grant Date Fair

 

Shares

 

Value

Performance-Based Share Activity:

         

Unvested at December 31, 2023

  17,380   $ 11.50

Granted in 2024

  21,541   $ 12.63

Vested in 2024

  -   $ -

Unvested at June 30, 2024

  38,921   $ 12.13
v3.24.2.u1
Note 1 - Operations and Summary of Significant Accounting Policies (Details Textual)
6 Months Ended
Jun. 30, 2024
USD ($)
Jun. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
Number of Operating Segments 2    
Restricted Cash and Cash Equivalents, Current $ 150,000   $ 150,000
Accounts Receivable, Allowance for Credit Loss, Current $ 103,000   121,000
Product Warranty Obligation, Term (Month) 27 months    
Standard Product Warranty Accrual $ 449,000   542,000
Inventory Valuation Reserves 766,000   $ 627,000
Income Taxes Paid, Net 0 $ 2,000  
Interest Paid, Including Capitalized Interest, Operating and Investing Activities 86,000 $ 46,000  
Impairment, Long-Lived Asset, Held-for-Use $ 0    
Minimum [Member]      
Number Of Years Supply Certain Larger Quantities Of Other Product Support Items May Have To Be Purchased 1    
v3.24.2.u1
Note 1 - Operations and Summary of Significant Accounting Policies - Schedule of Cash and Restricted Cash (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Cash $ 119,000 $ 95,000
Restricted cash 150,000 150,000
Total cash and restricted cash $ 269,000 $ 245,000
v3.24.2.u1
Note 1 - Operations and Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Revenue $ 12,273 $ 10,649 $ 22,719 $ 19,709
UNITED STATES        
Revenue 9,065 7,589 16,851 14,598
Non-US [Member]        
Revenue $ 3,208 $ 3,060 $ 5,868 $ 5,111
v3.24.2.u1
Note 1 - Operations and Summary of Significant Accounting Policies - Property, Plant and Equipment Useful Life (Details)
Jun. 30, 2024
Building and Building Improvements [Member] | Minimum [Member]  
Property, Plant and Equipment useful life (Year) 5 years
Building and Building Improvements [Member] | Maximum [Member]  
Property, Plant and Equipment useful life (Year) 40 years
Machinery and Equipment [Member] | Minimum [Member]  
Property, Plant and Equipment useful life (Year) 5 years
Machinery and Equipment [Member] | Maximum [Member]  
Property, Plant and Equipment useful life (Year) 20 years
Tools, Dies and Molds [Member] | Minimum [Member]  
Property, Plant and Equipment useful life (Year) 3 years
Tools, Dies and Molds [Member] | Maximum [Member]  
Property, Plant and Equipment useful life (Year) 5 years
v3.24.2.u1
Note 2 - Discontinued Operation and Assets and Liabilities Related to Discontinued Operation (Details Textual) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest $ (12,000) $ (6,220,000) $ (29,000) $ (6,940,000)
Ontario Knife Company [Member]        
Impairment of Long-Lived Assets to be Disposed of 0   0  
Ontario Knife Company [Member] | Discontinued Operations, Held-for-Sale [Member]        
Disposal Group, Including Discontinued Operation, Operating Income (Loss) (32,000) (770,000) (57,000) (1,490,000)
Disposal Group, Including Discontinued Operation, Change in Cost Estimate 20,000 (2,227,000) 28,000 (2,227,000)
Gain (Loss) on Disposition of Assets (0) (3,223,000) (0) (3,223,000)
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest $ (12,000) $ (6,220,000) $ (29,000) $ (6,940,000)
v3.24.2.u1
Note 2 - Discontinued Operation and Assets and Liabilities Related to Discontinued Operation - Discontinued Operations Financial Information (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Loss from discontinued operation before income taxes $ (12,000) $ (6,220,000) $ (29,000) $ (6,940,000)  
Income tax benefit 0 0 0 0  
Loss from discontinued operation, net of tax (12,000) (6,220,000) (29,000) (6,940,000)  
Liabilities related to discontinued operation 24,000   24,000   $ 213,000
Discontinued Operations, Held-for-Sale [Member] | Ontario Knife Company [Member]          
Net Sales 0 1,345,000 0 3,087,000  
Operating costs (32,000) (2,115,000) (57,000) (4,577,000)  
Loss from discontinued operation (32,000) (770,000) (57,000) (1,490,000)  
Divestiture and impairment cost estimates 20,000 (2,227,000) 28,000 (2,227,000)  
Loss on sale of assets (0) (3,223,000) (0) (3,223,000)  
Loss from discontinued operation before income taxes (12,000) (6,220,000) (29,000) (6,940,000)  
Income tax benefit 0 0 0 0  
Loss from discontinued operation, net of tax (12,000) $ (6,220,000) (29,000) $ (6,940,000)  
Accounts receivable, net 0   0   38,000
Prepaid and other assets 52,000   52,000   31,000
Inventories, net 0   0   55,000
Building and improvements, net 1,428,000   1,428,000   1,428,000
Assets related to discontinued operation 1,480,000   1,480,000   1,552,000
Accounts payable 23,000   23,000   197,000
Accrued employee compensation and other costs 1,000   1,000   16,000
Liabilities related to discontinued operation $ 24,000   $ 24,000   $ 213,000
v3.24.2.u1
Note 3 - Inventories - Schedule of Inventory (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Raw material and common parts $ 7,829,000 $ 7,828,000
Work-in-process 8,270,000 6,466,000
Finished goods 497,000 531,000
Inventory, Gross 16,596,000 14,825,000
Less inventory reserve (766,000) (627,000)
Total inventories $ 15,830,000 $ 14,198,000
v3.24.2.u1
Note 4 - Property, Plant and Equipment (Details Textual) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Depreciation, Depletion and Amortization $ 271,000 $ 260,000 $ 543,000 $ 517,000  
Finance Lease, Right-of-Use Asset, Amortization 6,000 $ 7,000 12,000 $ 12,000  
Construction in Progress, Gross 472,000   472,000   $ 106,000
Machinery and Equipment [Member]          
Finance Lease, Right-of-Use Asset, after Accumulated Amortization 148,000   148,000   $ 160,000
Construction in Progress, Gross 246,000   246,000    
Building Improvements [Member]          
Construction in Progress, Gross $ 226,000   $ 226,000    
v3.24.2.u1
Note 4 - Property, Plant and Equipment - Property, Plant and Equipment (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Property, Plant and Equipment $ 24,702 $ 24,056
Less accumulated depreciation and amortization (17,620) (17,078)
Property, plant and equipment, net 7,082 6,978
Building and Building Improvements [Member]    
Property, Plant and Equipment 8,558 8,447
Machinery and Equipment [Member]    
Property, Plant and Equipment 15,672 15,503
Construction in Progress [Member]    
Property, Plant and Equipment $ 472 $ 106
v3.24.2.u1
Note 5 - Indebtedness (Details Textual)
6 Months Ended 12 Months Ended
Jun. 27, 2023
USD ($)
Jun. 30, 2024
USD ($)
Dec. 31, 2023
USD ($)
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] Prime Rate [Member] Prime Rate [Member] Prime Rate [Member]
Revolving Credit Facility [Member]      
Debt Instrument, Term (Year) 3 years    
Line of Credit Facility, Maximum Borrowing Capacity $ 7,000,000    
Debt Instrument, Term Of Invoices Unpaid Defined As Ineligible Receivables (Day) 90 days    
Long-Term Line of Credit   $ 1,473,000 $ 2,103,000
Debt Instrument, Interest Rate, Stated Percentage 8.00%    
Debt Instrument, Basis Spread on Variable Rate 1.00% 9.50% 9.50%
Debt Instrument, Number of Financial Covenants   2  
Debt Instrument, Minimum Tangible Net Worth   $ 20,000,000  
Debt Instrument, Minimum Working Capital   $ 10,000,000  
Revolving Credit Facility [Member] | Advanced Technology Group [Member]      
Debt Instrument, Borrowing Base As Percentage Of Eligible Domestic And International Accounts Receivable Balances 85.00%    
v3.24.2.u1
Note 6 - Postretirement Benefit Plan (Details Textual) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Defined Benefit Plan, Benefit Obligation $ 4,299,000   $ 4,299,000   $ 4,262,000
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) $ 73,000 $ 65,000 $ 146,000 $ 130,000  
v3.24.2.u1
Note 7 - Shareholders' Equity (Details Textual) - USD ($)
6 Months Ended
May 10, 2024
Mar. 26, 2024
Jan. 29, 2024
Dec. 13, 2023
Jun. 30, 2024
Jun. 30, 2023
Share-Based Payment Arrangement, Expense         $ 176,000 $ 74,000
Share-Based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount         523,000  
Maximum Potential Stock-based Compensation Expense         $ 944,000  
Service Based Awards [Member]            
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)         21,541,000  
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share)         $ 12.63  
Restricted Stock [Member]            
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)         18,946,000  
Share-Based Payment Arrangement, Expense         $ 131,000 74,000
Share-Based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount         $ 296,000  
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share)         $ 12.7  
Performance Shares [Member] | Executive Officer [Member] | Minimum [Member]            
Percentage of Targeted Amount For Issue Of Shares Depends On The Achievement Of Performance Measures         0.00%  
Performance Shares [Member] | Executive Officer [Member] | Maximum [Member]            
Percentage of Targeted Amount For Issue Of Shares Depends On The Achievement Of Performance Measures         200.00%  
Equity Incentive Plan2022 [Member]            
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares)         200,000  
Equity Incentive Plan2022 [Member] | Service Based Awards [Member]            
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year)         3 years  
Equity Incentive Plan2022 [Member] | Restricted Stock [Member] | Non-employee Directors [Member]            
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) 9,980          
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Grant Date Fair Value $ 125,000          
Long Term Incentive Plan [Member] | Service Based Awards [Member]            
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)   7,180        
Long Term Incentive Plan [Member] | Service Based Awards [Member] | Executive Officer [Member]            
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)     1,786      
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Requisite Service Period (Year)     1 year      
The 2024-2026 LTIP Stock Award [Member] | Performance Shares [Member] | Executive Officer [Member]            
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)   21,541        
Share-Based Payment Arrangement, Expense         $ 45,000 $ 0
Share-Based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount         227,000  
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share)   $ 12.63        
The 2023-2025 LTIP Stock Award [Member] | Performance Shares [Member] | Executive Officer [Member]            
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)       17,380    
Share-Based Payment Arrangement, Expense         $ 0  
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share)       $ 11.5    
v3.24.2.u1
Note 7 - Shareholders' Equity - Schedule of Equity (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Balance $ 24,193 $ 24,494 $ 33,619 $ 35,112 $ 24,494 $ 35,112
Retirement benefits adjustment 20 19 12 13    
Stock based compensation 113 63 33 41    
Net Income (Loss) 556 (383) (9,500) (1,547) 173 (11,048)
Purchase of treasury shares (21)          
Balance 24,861 24,193 24,164 33,619 24,861 24,164
Common Stock [Member]            
Balance 525 525 523 523 525 523
Retirement benefits adjustment 0 0 0 0    
Stock based compensation 0 0 1 0    
Net Income (Loss) 0 0 0 0    
Purchase of treasury shares 0          
Balance 525 525 524 523 525 524
Additional Paid-in Capital [Member]            
Balance 14,661 14,617 14,573 14,556 14,617 14,556
Retirement benefits adjustment 0 0 0 0    
Stock based compensation 101 44 14 17    
Net Income (Loss) 0 0 0 0    
Purchase of treasury shares 0          
Balance 14,762 14,661 14,587 14,573 14,762 14,587
Retained Earnings [Member]            
Balance 12,571 12,954 22,194 23,741 12,954 23,741
Retirement benefits adjustment 0 0 0 0    
Stock based compensation 0 0 0 0    
Net Income (Loss) 556 (383) (9,500) (1,547)    
Purchase of treasury shares 0          
Balance 13,127 12,571 12,694 22,194 13,127 12,694
AOCI Attributable to Parent [Member]            
Balance (2,370) (2,389) (2,324) (2,337) (2,389) (2,337)
Retirement benefits adjustment 20 19 12 13    
Stock based compensation 0 0 0 0    
Net Income (Loss) 0 0 0 0    
Purchase of treasury shares 0          
Balance (2,350) (2,370) (2,312) (2,324) (2,350) (2,312)
Employee Stock Ownership Trust Commitment [Member]            
Balance (56) (56) (157) (157) (56) (157)
Retirement benefits adjustment 0 0 0 0    
Stock based compensation 0 0 0 0    
Net Income (Loss) 0 0 0 0    
Purchase of treasury shares 0          
Balance (56) (56) (157) (157) (56) (157)
Treasury Stock, Common [Member]            
Balance (1,138) (1,157) (1,190) (1,214) (1,157) (1,214)
Retirement benefits adjustment 0 0 0 0    
Stock based compensation 12 19 18 24    
Net Income (Loss) 0 0 0 0    
Purchase of treasury shares (21)          
Balance $ (1,147) $ (1,138) $ (1,172) $ (1,190) $ (1,147) $ (1,172)
v3.24.2.u1
Note 7 - Shareholders' Equity - Earnings Per Share, Basic and Diluted (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Income (loss) from continuing operations $ 568   $ (3,280)   $ 202 $ (4,108)
Loss from discontinued operation (12)   (6,220)   (29) (6,940)
Net income (loss) $ 556 $ (383) $ (9,500) $ (1,547) $ 173 $ (11,048)
Weighted average common shares outstanding (basic) (in shares) 2,495   2,461   2,492 2,458
Weighted average common shares outstanding (diluted) (in shares) 2,546   2,489   2,543 2,486
Continuing operations (in dollars per share) $ 0.23   $ (1.33)   $ 0.08 $ (1.67)
Discontinued operation (in dollars per share) 0   (2.53)   (0.01) (2.82)
Basic earnings (loss) per share (in dollars per share) 0.23   (3.86)   0.07 (4.49)
Continuing operations (in dollars per share) 0.22   (1.33)   0.08 (1.67)
Discontinued operation (in dollars per share) 0   (2.53)   (0.01) (2.82)
Diluted earnings (loss) per share (in dollars per share) $ 0.22   $ (3.86)   $ 0.07 $ (4.49)
Service Based Awards [Member]            
Unvested restricted stock (service based) (in shares) 30   28   30 28
Performance Shares [Member]            
Unvested restricted stock (service based) (in shares) 21   0   21 0
v3.24.2.u1
Note 7 - Shareholders' Equity - Stock Activity (Details)
shares in Thousands
6 Months Ended
Jun. 30, 2024
$ / shares
shares
Restricted Stock [Member]  
Unvested, shares (in shares) | shares 22,448
Unvested, weighted average grant date fair value (in dollars per share) | $ / shares $ 11.45
Granted, shares (in shares) | shares 18,946
Granted, weighted average grant date fair value (in dollars per share) | $ / shares $ 12.7
Vested, shares (in shares) | shares (11,807)
Vested, weighted average grant date fair value (in dollars per share) | $ / shares $ 11.55
Unvested, shares (in shares) | shares 29,587
Unvested, weighted average grant date fair value (in dollars per share) | $ / shares $ 12.21
Service Based Awards [Member]  
Unvested, shares (in shares) | shares 17,380
Unvested, weighted average grant date fair value (in dollars per share) | $ / shares $ 11.5
Granted, shares (in shares) | shares 21,541
Granted, weighted average grant date fair value (in dollars per share) | $ / shares $ 12.63
Vested, shares (in shares) | shares 0
Vested, weighted average grant date fair value (in dollars per share) | $ / shares $ 0
Unvested, shares (in shares) | shares 38,921
Unvested, weighted average grant date fair value (in dollars per share) | $ / shares $ 12.13
v3.24.2.u1
Note 8 - Income Taxes (Details Textual) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Income Tax Expense (Benefit) $ 0 $ 1,479,000 $ 0 $ 1,063,000
Effective Income Tax Rate Reconciliation, Percent 0.00% 18.40% 0.00% 10.60%
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent 21.00%      
v3.24.2.u1
Note 9 - Commitments and Contingencies (Details Textual)
3 Months Ended 6 Months Ended
Jan. 13, 2022
USD ($)
Jun. 07, 2021
USD ($)
Jun. 30, 2024
USD ($)
Jun. 30, 2024
USD ($)
Dec. 31, 2023
USD ($)
Proceeds from Insurance Premiums Collected     $ 1,000,000    
Loss Contingency Accrual     1,000,000 $ 1,000,000 $ 1,000,000
Insured Event, Gain (Loss) $ 3,000,000        
Retention Amount Payable $ 250,000        
Additional Insurance Coverage Policy Amount       3,000,000  
Retention Payable at Additional Insurance Coverage     $ 3,000,000 3,000,000  
Gain (Loss) from Litigation Settlement       $ (0)  
Minimum [Member]          
Loss Contingency, Damages Sought, Value   $ 5,000,000      
Minimum [Member] | Chief Executive Officer [Member]          
Multiplier of Severance Payment With Average Annual Compensation       2.99  
v3.24.2.u1
Note 10 - Customer and Supplier Concentration (Details Textual)
6 Months Ended
Jun. 30, 2023
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Major Customers [Member]  
Concentration Risk, Percentage 90.00%

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