UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-K
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2019
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)
| Delaware | 16-0837866 |
| (State or other jurisdiction of | (I. R. S. Employer |
| incorporation or organization) | Identification No.) |
1110 Maple Street
Elma, New York 14059
(Address of principal executive offices) (zip code)
(716) 655-5990
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Ticker symbol(s) | Name of each exchange on which registered |
| Common Stock | SVT | NYSE American |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ¨ No x
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 x 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 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes x 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 x | Smaller reporting company x | 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 x
Based on the closing price of the Common Stock on June 30, 2019 $9.60 (the last day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the voting stock held by non-affiliates of the registrant was $15,269,041.
As of March 4, 2020, the number of $.20 par value common shares outstanding was 2,477,099.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s Proxy Statement for the 2020 Annual Meeting of Shareholders are incorporated by reference in Part III.
TABLE OF CONTENTS
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PART I
| Item 1. | Business |
General
Servotronics, Inc. and its subsidiaries (collectively the “Registrant” or the “Company”) design, manufacture and market advanced technology products consisting primarily of control components and consumer products consisting of knives and various types of cutlery and other edged products.
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) MKT under the symbol SVT.
Products
Advanced Technology Products
The Company designs, manufactures and markets a variety of servo-control components which convert an electrical current into a mechanical force or movement and other related products. The principal servo-control components produced include torque motors, electromagnetic actuators, hydraulic valves, pneumatic valves and similar devices, all of which perform the same general function. These are sold principally to the commercial aerospace, aircraft and government related industries, as well as medical and industrial markets.
To fill most of its orders for components, the Company must either modify a standard model or design a new product in order to satisfy the customer’s particular requirements. The Company also produces unique products based on specifications provided by its customers. The Company produces under long-term contracts and other types of orders.
The Company may from time to time produce metallic seals of various cross-sectional configurations. These seals fit between two surfaces, usually metal, to produce a more secure and leak-proof joint. The Company manufactures these seals to close tolerances from standard and special alloy steels. Ductile coatings are often applied to the seals in order to increase their effectiveness.
The Company has also produced other products of its own and/or of a given design to meet customers’ requirements.
Consumer Products
The Company designs, manufactures and sells a variety of edged products, tools and specialty consumer products for domestic and international distribution. These products include a wide range of cutlery items such as steak, carving, bread, butcher and paring knives for household use and for use in restaurants, institutions and private industry, as well as equipment and gear including fixed and folding knives for hunting, fishing and camping. The Company also sells knives and tools to the U.S. Government, related agencies, and allied foreign governments. These products include machetes, bayonets, axes, strap cutters, and other tools that are designed primarily for military and rescue/first-responder use, but are viable in commercial markets as well. The Company also produces and markets other edged products such as various specialty tools, putty knives, linoleum sheet cutters, field knives and SciMed items including scalpels and micro-spatulas. The Company manufactures its products from stainless and high carbon steels, titanium, or synthetic materials in numerous styles, designs, models and sizes. Substantially all of the Company’s commercial related products are intended for the moderate to premium priced markets. The Company also provides plastic fabrication, metal fabrication and other engineering, design, and OEM/white-label manufacturing services to regional customers. This includes the production of a wide range of machined, engineered, and/or molded consumer and industrial products and components.
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Sales, Marketing and Distribution
Advanced Technology Products
The Company’s Advanced Technology Group (ATG) products are marketed throughout the United States and in select foreign markets. Products are primarily non-seasonal in nature. These products are sold to the United States Government, government prime contractors, government subcontractors, commercial manufacturers and end-users. Sales are made primarily by the Company’s professional staff.
The Company’s prime contracts and subcontracts with the United States Government, government subcontractors, and commercial manufacturers are subject to termination at the convenience of the customer. In the event of such termination, the Company is ordinarily entitled to receive payment for its costs and profits on work done prior to termination. Since the inception of the Company’s business, less than 1% of its contracts have been terminated for convenience. The Company’s sales of advanced technology products are composed primarily of a small group of customers. We have a significant concentration of business with two major customers; Customer A and Customer B. Sales to Customer A accounted for 35.0% of consolidated sales in 2019 and 31.5% of consolidated sales in 2018. Sales to Customer B accounted for 19.8% of consolidated sales in 2019 and 17.4% of consolidated sales in 2018. In both 2019 and 2018 we had a concentration of sales to Customer A and Customer B representing approximately 54.8% and 48.9% of our consolidated sales, respectively. Two commercial aircraft accidents led to the grounding by the Federal Aviation Administration and other regulators of the Boeing 737 MAX aircraft. Approximately 27% of the 2019 units shipped to Customer A and approximately 13% of ATG total units shipped in 2019 support the Boeing 737 MAX aircraft production. It is expected that the shipments to Customer A for the Boeing 737 MAX will decrease by approximately 35% in 2020 as compared to the same period in 2019.
The loss of either of these customers or a significant reduction in business with them would significantly reduce our sales and earnings. See Note 1, Business Description and Summary of Significant Accounting Policies – Concentration of Credit Risks, of the accompanying consolidated financial statements for information related to sales concentrations.
Consumer Products
The Company’s consumer products are marketed throughout the United States and in select foreign markets. Consumer sales are moderately seasonal. Sales are direct to consumer, through national and international distributors, and through retailers such as big box, hardware, supermarket, variety, department, discount, gift, drug, outdoors and sporting stores. The Company’s Consumer Products Group (CPG) also sells its knives and tools (principally machetes, bayonets, survival knives and kitchen knives) to various branches of the United States Government. Additionally, the Company provides OEM and white label product design and manufacturing services to a regional customer base across a wide range of consumer and commercial industries. No single customer of the CPG represented more than 10% of the Company’s consolidated revenues in 2019 or 2018. The Company sells its products and manufacturing services through its own sales resources, independent manufacturers’ representatives and electronic commerce.
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Business Segments
Business segment information is presented in Note 11, Business Segments, of the accompanying consolidated financial statements.
Intellectual Properties
The Company has rights under certain copyrights, trademarks, patents, and registered domain names. In the view of management, the Company’s competitive position is not dependent on patent protection.
Research Activities
The amount spent by the Company in research and development activities during its 2019 and 2018 fiscal years was not significant, but the Company does take advantage of tax credits for research and development activities when available. Such activities are expensed as incurred.
Environmental Compliance
The cost of compliance with current environmental laws has not been material and the Company does not anticipate that it will be in the future.
Manufacturing
The Company manufactures its advanced technology products in Elma, New York and Franklinville, New York and its consumer products in Franklinville, New York.
Raw Materials and Other Supplies
The Company purchases raw materials and certain components for its products from outside vendors. The Company is generally not dependent upon a single source of supply for any raw material or component used in its operations.
Competition
Although no reliable industry statistics are available to enable the Company to determine accurately its relative competitive position with respect to any of its products, the Company believes that it is a significant factor with respect to certain of its servo-control components within its competitive market. The Company’s share of the overall cutlery market is not significant.
The Company has many different competitors with respect to servo-control components because of the nature of that business and the fact that these products also face competition from other types of control components which, at times, can accomplish the desired result.
The Company encounters active competition with respect to its consumer products from numerous companies, many of which are larger in terms of manufacturing capacity, financial resources and marketing organization. Its principal competitors vary depending upon the customer and/or the products involved. The Company believes that it competes primarily with more than 20 companies with respect to its consumer products, in addition to foreign imports. To the Company’s knowledge, its principal competitors with regard to cutlery include Corelle Brands Holdings, Inc., Benchmade Knife Company, Inc., Tramontina, Inc., Dexter-Russell Inc., W. R. Case & Sons Cutlery Company, Lifetime Brands, Inc., Cutco Corporation and Gerber. The Company also competes with other regional manufacturing companies for its molded plastic and metal and plastic fabrication services. To the Company’s knowledge, its principal competitors with regard to manufacturing services include PM Plastics, Monarch Plastics and Ontario Plastics.
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The Company markets most of its products throughout the United States and to a lesser extent in select foreign markets. The Company believes that it competes in marketing its servo-control products primarily on the basis of operating performance, adherence to rigid specifications, quality, price and delivery and its consumer products primarily on the basis of price, quality and delivery.
Employees
The Company, at December 31, 2019, had 375 employees of which 369 are full time and 29 full time contractors at two locations in New York. Approximately 90% of its employees and contractors are engaged in production, inspection, packaging or shipping activities. The balance is engaged in executive, engineering, administrative, clerical or sales capacities. None are subject to a collective bargaining agreement.
| Item 1A. | Risk Factors |
The Company is a smaller reporting company by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.
| Item 1B. | Unresolved Staff Comments |
Not applicable.
| Item 2. | Properties |
The Company owns real property as set forth in the following table with no related encumbrances:
Location |
Description | Principal product manufactured | Number of buildings and type of construction | Approx. floor area (sq. feet) | ||||
|
Elma, New York |
Corporate Headquarters and Manufacturing Facility |
Advanced technology products |
1-concrete block/steel |
83,000 | ||||
|
Franklinville, New York |
Office and Manufacturing Facility |
Advanced technology products Cutlery products |
1-tile/wood 1-concrete/metal |
137,000 |
The Company believes that the properties are suitable and adequate for the current production capacity. The properties are appropriately covered by insurance consistent with the advice of the Company’s insurance consultant.
| Item 3. | Legal Proceedings |
See Note 8, Commitments and Contingencies, and Note 9, Litigation, for information regarding arbitration proceedings and other litigation matters. 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 or earnings of the Company.
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| Item 4. | Mine Safety Disclosures |
Not applicable.
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PART II
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
| (a) | Market Information: |
The Company’s common stock is listed on the NYSE American Stock exchange and trades under the symbol SVT.
| (b) | Approximate Number of Holders of Common Stock |
Title of class |
Approximate
number of record holders (as of March 4, 2020) | |
| Common Stock, $.20 par value per share | 276 |
| (c) | Dividends on Common Stock |
On May 15, 2019 the Company announced that its Board of Directors declared a $0.16 per share cash dividend. The dividend was subsequently paid on July 15, 2019 to shareholders of record on June 28, 2019 and was approximately $413,000 in the aggregate. These dividends do not represent that the Company will pay dividends on a regular or scheduled basis. The amount is recorded in dividends payable and as a reduction to retained earnings on the accompanying consolidated balance sheet.
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| (d) | Company Purchases of Company’s Equity Securities |
| 2019 Periods | Total Number of Shares Purchased | Weighted Average Price $ Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) | Maximum Number of Shares that may yet be Purchased under the Plans or Programs (1) | |||||||||||||
| January - March | 12,129 | (2) | $ | 10.51 | 2,400 | 92,577 | |||||||||||
| April - June | 2,102 | 10.22 | 2,102 | 90,475 | |||||||||||||
| July - September | 730 | 10.24 | 730 | 89,745 | |||||||||||||
| October | 2,000 | (2) | 9.33 | - | 89,745 | ||||||||||||
| November | - | - | - | 89,745 | |||||||||||||
| December | - | - | - | 89,745 | |||||||||||||
| Total | 16,961 | $ | 10.32 | 5,232 | 89,745 | ||||||||||||
| (1) | The Company’s Board of Directors authorized the purchase of up to 450,000 shares of its common stock in the open market or in privately negotiated transactions. As of December 31, 2019, the Company has purchased 360,255 shares and there remain 89,745 shares available to purchase under this program. There were 5,232 shares purchased by the Company in 2019. |
| (2) | Includes 9,729 shares withheld/purchased by the Company in January 2019 to satisfy statutory minimum withholding tax requirements for those participants who elected this option as permitted under the Company’s 2012 Long-Term Incentive Plan. |
| Item 6. | Selected Financial Data |
The Company is a smaller reporting company by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Business Overview
The aviation and aerospace industries as well as markets for the Company’s consumer products continually face evolving challenges on a global basis. The operations of the Company can be affected by the trends of the economy, including interest rates, income tax laws, government regulation, legislation, and other factors. In addition, uncertainties in today’s global economy, competition from expanding manufacturing capabilities and technical sophistication of low-cost developing countries and emerging markets, currency policies in relation to the U.S. dollar of some major foreign exporting countries, the effect of terrorism, difficulty in predicting defense and other government appropriations, 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, volatile market demand and the continued market acceptance of the Company’s advanced technology and cutlery products make it difficult to predict the impact on future financial results.
Both the ATG and CPG markets are sensitive to domestic and foreign economic conditions and policies, which may create volatility in operating results from period to period. For example, the airline industry is sensitive to fuel price increases and economic conditions. These factors directly impact the demand for aircraft production as well as the amount of repair and overhaul required on in-service aircraft.
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The Company’s suppliers are also subject to all the pressures and volatility being generated by the current global economic conditions. Any interruption of the Company’s continuous flow of material and product parts that are required for the manufacture of the Company’s products could adversely impact the Company’s ability to meet the Company’s customers’ delivery requirements. Consistent with the evolving requirements of the aerospace industry, companies are increasingly being requested to operate under long-term agreements with their customers on the basis of fixed prices, targeted year to year price reductions and/or year to year price adjustments predicated on mutually agreed indices and/or a combination of some or all of the above described pricing arrangements and/or otherwise. Therefore, productivity improvements and cost containment strategies are continuously sought within the Company’s concept of continuous improvement. The Company’s products are labor intensive and as such productivity improvements are expected to have positive effects on the Company’s operating results. However, increased costs for raw material, purchased parts and/or labor will have the reverse effect. Therefore, there are strong incentives to continuously improve productivity and to contain/reduce costs.
If any adverse economic events reduce the number of Airliners and/or Aircraft being produced by the Company’s relevant prime contractors, the negative effects of that reduction will in turn flow down through the supply chain. Also, certain major manufacturers have successfully imposed extended payment terms to their suppliers. At times, these extended payment terms are not available to the Company when purchasing raw material such as aluminum, magnetic material, steel and/or other product support items and services. If the Company’s customers delay their payments until after the extended due date or fail to pay, it could adversely impact the Company’s operating results.
Maximizing the Company’s operations requires continued dedicated performances from the Company’s key and other personnel. In the Company’s markets and business arenas there is substantial competition for the services of the highest performing individuals. Competitors, customers and other companies who may have interest in the Company’s most experienced and educated/highly trained personnel (i.e., managerial, engineering and accounting/administrative) are a continuing consequence of the Company’s history of successful operational performance. Any unplanned replacement of such personnel may require the hiring of new personnel on an expedited basis (provided they are available) and may temporarily interrupt the Company’s operations and efforts for continuous improvement.
Management Discussion
During the years ended December 31, 2019 and 2018, approximately 88% and 85%, respectively, of the Company’s consolidated revenues were derived from the ATG sale of product to a small base of customers. During the years ended December 31, 2019 and 2018, approximately 12% and 15% of the Company’s consolidated revenues were derived from the CPG sale of product to a large base of retail customers. There was an increase in 2019 from 2018 of approximately $8,104,000 in shipments at the ATG and a decrease of approximately $689,000 in shipments at the CPG.
The Company’s commercial business is affected by such factors as uncertainties in today’s global economy, global competition, the vitality and ability of the commercial aviation industry to purchase new aircraft, the effects and threats of terrorism, market demand and acceptance both for the Company’s products and its customers’ products which incorporate Company made components.
The ATG engages its business development efforts in its primary markets and is broadening its activities to include new domestic and foreign markets that are consistent with its core competencies. We believe our business remains particularly well positioned in the strong commercial aircraft market driven by the replacement of older aircraft with more fuel efficient alternatives and the increasing demand for air travel in emerging markets. Although the ATG backlog continues to be strong, actual scheduled shipments may be delayed/changed as a function of the Company’s customers’ final delivery determinations based on changes in the global economy and other factors.
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The CPG continues to diversify its revenue streams with new commercial channels, including the addition of national retailers, international accounts, and a direct-to-consumer business line, in response to recent and ongoing reductions in military spending.
The ATG and CPG continue to respond to U.S. government procurement requests for quotes. New product development activities are ongoing along with the acquisition and development of new product lines.
See also Note 11, Business Segments, of the accompanying consolidated financial statements for information concerning business segment operating results.
Outlook for 2020
In 2020, we will continue to execute our long-term strategy as we align and focus our resources to increase growth and profitability while addressing known and unknown factors in an ever-changing global environment.
Impact of COVID-19 Outbreak
Subsequent to year-end 2019, the World Health Organization declared the novel coronavirus (COVID-19) outbreak a public health emergency. There have been mandates from international, federal, state and local authorities requiring forced closures of various schools, businesses and other facilities and organizations. While the closures and limitations on movement, domestically and internationally, are expected to be temporary, if the outbreak continues on its current trajectory the duration of the supply chain disruption could reduce the availability, or result in delays, of materials or supplies to or from the Company, which in turn could materially interrupt the Company’s business operations. Given the speed and frequency of continuously evolving developments with respect to this pandemic, the Company cannot reasonably estimate the magnitude of the impact to its results of operations.
Aircraft Liability Insurance
We are required to maintain certain levels of aircraft liability insurance pursuant to our long-term agreements with customers. In 2020, our aircraft liability insurance increased by approximately $1,272,000. If we cannot offset this expense increase with cost savings or productivity improvements this could negatively impact our gross margin percent by approximately 2.5% based on 2019 revenues.
Results of Operations
The following table compares the Company’s consolidated statements of income data for the years ended December 31, 2019 and 2018 ($000’s omitted).
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| Twelve Months Ended December 31, | ||||||||||||||||||||||||
| 2019 vs 2018 | ||||||||||||||||||||||||
| 2019 | 2018 | Dollar | % Increase | |||||||||||||||||||||
| Dollars | % of Sales | Dollars | % of Sales | Change | (Decrease) | |||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||
| Advanced Technology | $ | 48,519 | 87.8 | % | $ | 40,415 | 84.4 | % | $ | 8,104 | 20.1 | % | ||||||||||||
| Consumer Products | 6,753 | 12.2 | % | 7,442 | 15.6 | % | (689 | ) | (9.3 | )% | ||||||||||||||
| 55,272 | 100.0 | % | 47,857 | 100.0 | % | 7,415 | 15.5 | % | ||||||||||||||||
| Cost of goods sold, inclusive of depreciation and amortization | 43,146 | 78.1 | % | 35,772 | 74.7 | % | 7,374 | 20.6 | % | |||||||||||||||
| Gross margin | 12,126 | 21.9 | % | 12,085 | 25.3 | % | 41 | 0.3 | % | |||||||||||||||
| Gross margin % | 21.9 | % | 25.3 | % | ||||||||||||||||||||
| Selling, general and administrative | 9,313 | 16.8 | % | 7,743 | 16.2 | % | 1,570 | 20.3 | % | |||||||||||||||
| Interest expense | 125 | 0.2 | % | 107 | 0.2 | % | 18 | 16.8 | % | |||||||||||||||
| Total costs and expenses | 52,584 | 95.1 | % | 43,622 | 91.2 | % | 8,962 | 20.5 | % | |||||||||||||||
| Income before income tax provision | 2,688 | 4.9 | % | 4,235 | 8.8 | % | (1,547 | ) | (36.5 | )% | ||||||||||||||
| Income tax provision | 579 | 1.0 | % | 737 | 1.5 | % | (158 | ) | (21.4 | )% | ||||||||||||||
| Net income | $ | 2,109 | 3.8 | % | $ | 3,498 | 7.3 | % | $ | (1,389 | ) | (39.7 | )% | |||||||||||
Revenue
The Company’s consolidated revenues from operations increased approximately $7,415,000 or 15.5% for the twelve month period ended December 31, 2019 when compared to the same period in 2018. The increase in revenue is attributable to an increase in shipments at the ATG of approximately $8,104,000 or 20.1% offset by a decrease in revenue at the CPG of approximately $689,000 or (9.3)% for the twelve month period ended December 31, 2019 when compared to the same period in 2018.
The consolidate revenue increase for the twelve month period ended December 31, 2019 when compared to the same period in 2018 is attributed to the ATG with increased number units shipped of approximately $4,657,000; ATG average price increase and mix of product sold of approximately $3,447,000 and CPG average price increase and mix of product sold of approximately $718,000 as compared to the same period ended December 31, 2018. This is offset by a decrease in revenue at the CPG due to a decrease in the number of units shipped of approximately $1,407,000 as compared to the same period ended December 31, 2018.
Gross Margin
In 2019 gross margin as a percentage of revenues decreased at both the ATG and CPG compared to 2018. The 2.7% decrease in gross margin as a percentage of ATG revenue is primarily attributed to the write down of inventory, an increase in indirect labor, employee benefits, transportation and tooling, offset by overhead liquidation. The 14.8% decrease in gross margin as a percentage of CPG revenue is primarily attributed to a reduction in revenue and lower factory utilization at the Company’s facility in Franklinville, NY. In terms of dollar value, the Company’s consolidated gross margin increased slightly by approximately $41,000 or 0.3% for the year ended December 31, 2019 when compared to the same period in 2018.
Gross margin improved in the twelve month period ended December 31, 2019 due to the increase in units shipped at the ATG of approximately $1,494,000, at the ATG offset by a decrease in units shipped at the CPG of approximately $129,000 and increased production costs per unit sold at both the ATG and CPG of approximately $434,000 and $890,000, respectively, when compared to the same period in 2018.
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Selling, General and Administrative Expenses
Selling, general and administrative (SG&A) expenses as a percentage of revenues increased to 16.8% in 2019 compared to 16.2% in 2018. In terms of dollar value, SG&A increased approximately $1,570,000 or 20.3% for the twelve month period ended December 31, 2019 compared to the same period in 2018. This is primarily driven by the increase of approximately $1,165,000 at the ATG and by the increase of approximately $405,000 at the CPG in 2019 compared to the same period in 2018. The increase in SG&A at the ATG is predominantly driven by an increase in headcount, wages and employee related benefits of approximately $597,000; bad debt expense of approximately $314,000; professional fees of approximately $176,000 and Directors’ fees of $77,000 offset by a net increase of approximately $1,000 in all other SG&A accounts in 2019 as compared to the same period in 2018. The increase in SG&A at the CPG is predominantly driven by an increase for the non-recurring costs of a business venture that was terminated of approximately $237,000 and media advertising of approximately $207,000 slightly offset by a net decrease of approximately $39,000 in all other SG&A accounts in 2019 as compared to the same period in 2018.
Interest Expense
Interest expense increased approximately $18,000 or 16.8% primarily due to the lease line of credit for equipment financing at the ATG for the twelve month period ended December 31, 2019 compared to the same period in 2018. See also Note 4, Long-Term Debt, of the accompanying consolidated financial statements for information on long-term debt.
Income Taxes
The Company’s effective tax rate for operations was 21.5% in 2019 and 17.4% in 2018. The effective tax rate in both years reflects federal and state income taxes, permanent non-deductible expenditures, the deduction for foreign-derived intangible income (FDII), and the federal tax credit for research and development expenditures. The increase in the effective tax rate between 2018 and 2019 is a result of an increase in permanent non-deductible expenses and state taxes. See also Note 6, Income Taxes, of the accompanying consolidated financial statements for information concerning income taxes.
Net Income
Income from operations decreased approximately $1,389,000 or 39.7% when comparing the twelve month period ended December 31, 2019 to the same period in 2018 as net income at the ATG was lower by approximately $363,000 while the net loss at the CPG increased by approximately 1,026,000. This consolidated decrease is the result of decreases in gross margin percentage and increases in SG&A costs as discussed earlier.
Liquidity and Capital Resources
The Company’s primary liquidity and capital expenditure requirements relate to working capital needs; primarily inventory, accounts receivable, accounts payable, capital expenditures for property, plant and equipment and principal payments on debt. At December 31, 2019, the Company had working capital of approximately $27,659,000 ($23,141,000 – 2018) of which approximately $2,029,000 ($2,598,000 – 2018) was comprised of cash.
The Company used approximately $620,000 in cash from operations during the year ended December 31, 2019 as compared to generating approximately $833,000 during the year ended December 31, 2018. Cash was generated primarily through net income of approximately $2,109,000, adjustments to reconcile net income to net cash of approximately $1,962,000 and timing of accounts payable. The primary use of cash for the Company’s operating activities for the year ended December 31, 2019 include working capital requirements, mainly an increase in accounts receivables and inventories of approximately $2,764,000 and $4,895,000, respectively.
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The Company’s primary use of cash in its financing and investing activities in the year ended December 31, 2019 included approximately $833,000 of current principal payments on long-term debt, approximately $409,000 for cash dividends as well as approximately $157,000 for the purchase of treasury shares. The Company also expended approximately $1,550,000, net of proceeds from equipment financing, for capital expenditures.
At December 31, 2019, the Company had a $4,000,000 line of credit. As of March 20, 2020, the Company increased its line of credit to $6,000,000. The line of credit expires on June 19, 2021. There was approximately $3,000,000 balance outstanding at December 31, 2019.
The Company established a lease line of credit for equipment financing in the amount of $1,000,000 available until June 28, 2018. The lease term for equipment covered by the lease line of credit is sixty months. Monthly payments are fixed for the term of each funding based upon the Lender’s lease pricing in effect at the time of such funding. There was approximately $468,000 outstanding at December 31, 2019 and approximately $704,000 outstanding at December 31, 2018.
The Company had an equipment loan facility in the amount of $2,500,000 available until November 30, 2019. This line was non-revolving and non-renewable. The loan term for the equipment covered by the agreement is 60 months. Monthly payments are fixed for the term of each funding based upon the Lender’s lease pricing in effect at the time of such funding. There was approximately $670,000 outstanding at December 31, 2019 and no balance outstanding at December 31, 2018.
The Company believes its cash generating capability and financial condition, together with available credit facilities will be adequate to meet our future operating, investing and financing needs.
Off Balance Sheet Arrangements
Not applicable.
Critical Accounting Policies
The Company prepares its consolidated financial statements in accordance with U.S. generally accepted accounting principles (GAAP). As such, the Company is required to make certain estimates, judgments and assumptions that the Company believes are reasonable based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Actual results could differ significantly from those estimates under different assumptions and conditions. Note 1, Business Description and Summary of Significant Accounting Policies, of the accompanying consolidated financial statements includes a summary of the significant accounting policies used in the preparation of the consolidated financial statements.
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk |
The Company is a smaller reporting company by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.
| Item 8. | Financial Statements and Supplementary Data |
The consolidated financial statements of the Company which are included in this Form 10-K Annual Report are described in the accompanying Index to Consolidated Financial Statements on Page F1.
| -14- |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
Not applicable.
| Item 9A. | Controls and Procedures |
(i) 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 the 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 December 31, 2019. Based upon that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that the information required to be disclosed by the Company in SEC reports under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to the Company’s management, including the CEO and CFO as appropriate to allow timely decisions regarding required disclosure.
(ii) Management’s Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal controls over financial reporting (as defined in Exchange Act Rule 13a-15(f)). Under the supervision and with the participation of management, including the CEO and CFO, the Company, conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on the Company’s evaluation under the framework, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2019.
(iii) Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal controls over financial reporting during the fourth quarter of 2019 that have materially affected, or are reasonably likely to affect, the Company’s internal controls over financial reporting.
| Item 9B. | Other Information |
Not applicable.
| -15- |
PART III
| Item 10. | Directors, Executive Officers and Corporate Governance |
Information regarding directors and executive officers of the Company, compliance with Section 16(a) of the Securities Exchange Act and the Company’s Audit Committee, its members and the Audit Committee financial expert, is incorporated herein by reference to the information included in the Company’s definitive proxy statement if it is filed with the Commission within 120 days after the end of the Company’s 2019 fiscal year or such information will be included by amendment to this Form 10-K.
Code of Ethics
The Company has adopted a Code of Ethics and Business Conduct (the Code) that applies to all directors, officers and employees of the Company as required by the listing standards of the NYSE MKT. The Code is available on the Company’s website at www.servotronics.com and the Company intends to disclose on this website any amendment to the Code. Waivers under the Code, if any, will be disclosed under the rules of the SEC and the NYSE MKT.
| Item 11. | Executive Compensation |
Information regarding executive compensation is incorporated herein by reference to the information included in the Company’s definitive proxy statement if it is filed with the Commission within 120 days after the end of the Company’s 2019 fiscal year or such information will be included by amendment to this Form 10-K.
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
Securities Authorized for Issuance Under Equity Compensation Plans
The following table sets forth the securities authorized for issuance under the Company’s equity compensation plans as of December 31, 2019:
| Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options warrants and rights | Number of securities remaining available for future issuance under equity compensation plans | |||||||||
| Equity compensation plans approved by security holders | - | - | 93,302 | |||||||||
| Equity compensation plans not approved by security holders | - | - | - | |||||||||
| Total | - | - | 93,302 | |||||||||
Information regarding security ownership of certain beneficial owners and management is incorporated herein by reference to the information included in the Company’s definitive proxy statement if it is filed with the Commission within 120 days after the end of the Company’s 2019 fiscal year or such information will be included by amendment to this Form 10-K.
| -16- |
Also incorporated by reference is the information in the table under the heading “Company Purchases of Company’s Equity Securities” included in Item 5 of this Form 10-K. See also Note 7, Shareholders’ Equity, of the accompanying consolidated financial statements for more information.
| Item 13. | Certain Relationships and Related Transactions and Director Independence |
Information regarding certain relationships and related transactions and director independence is incorporated herein by reference to the information included in the Company’s definitive proxy statement if it is filed with the Commission within 120 days after the end of the Company’s 2019 fiscal year or such information will be included by amendment to this Form 10-K.
| Item 14. | Principal Accountant Fees and Services |
Information regarding principal accountant fees and services is incorporated herein by reference to the information included in the Company’s definitive proxy statement if it is filed with the Commission within 120 days after the end of the Company’s 2019 fiscal year or such information will be included by amendment to this Form 10-K.
| -17- |
PART IV
| Item 15. | Exhibits and Financial Statement Schedules |
| 3.1 | Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 3(A)(1) to the Company’s Form 10-KSB for the year ended December 31, 1996) |
| 3.2 | Amendments to Certificate of Incorporation dated August 27, 1984 (Incorporated by reference to Exhibit 3(A)(2) to the Company’s Form 10-KSB for the year ended December 31, 1996) |
| 3.3 | Amendments to Certificate of Incorporation dated June 30, 1998 (Incorporated by reference to Exhibit 3(A)(4) to the Company’s Form 10-KSB for the year ended December 31, 1998) |
| 3.4 | Certificate of designation creating Series I preferred stock (Incorporated by reference to Exhibit 4(A) to the Company’s Form 10-KSB for the year ended December 31, 1987) |
| 3.5 | By-laws of the Company (Incorporated by reference to Exhibit 3(B) to the Company’s Form 10-KSB for the year ended December 31, 1986) |
| 3.6 | Amendment to By-laws dated January 2008 (Incorporated by reference to Exhibit 3.1 to Form 8-K filed with the SEC February 4, 2008) |
| 4.1 | Shareholder Rights Plan dated as of October 15, 2012 (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed with the SEC on October 17, 2012) |
| 4.2 | Amendment No. 1 to Shareholder Rights Plan dated as of March 11, 2015 (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed with the SEC on March 11, 2015) |
| 10 | Material Contracts (*Indicates management contract or compensatory plan or arrangement) |
| 10.4* | Employment Agreement for Kenneth D. Trbovich (Incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q filed with the SEC on November 13, 2012) |
| 10.5* | Amendment to employment agreement for Kenneth D. Trbovich (Incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q filed with the SEC on November 13, 2012) |
| 10.6* | Amendment to employment agreement for Kenneth D. Trbovich (Incorporated by reference to Exhibit 10.6 to the Company’s Form 10-K filed with the SEC on March 20, 2015) |
| 10.7 | Form of Indemnification Agreement between the Registrant and each of its Directors and Officers (Incorporated by reference to Exhibit 10.7 for the year ended December 31, 2016) |
| 10.8 | Loan agreement between the Company and its employee stock ownership trust, as amended (Incorporated by reference to Exhibit 10(C)(1) to the Company’s Form 10-KSB for the year ended December 31, 1991) |
| 10.9 | Stock purchase agreement between the Company and its employee stock ownership trust (Incorporated by reference to Exhibit 10(D)(2) to the Company’s Form 10-KSB for the year ended December 31, 1988) |
| -18- |
| 10.10* | Servotronics, Inc. 2012 Long-Term Incentive Plan (Incorporated by reference to Appendix A to the Company’s Proxy Statement for the 2012 Annual Meeting of Shareholders) |
| 10.13 | Non-Employee Director Compensation Policy (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on July 20, 2016) |
| 21 | Subsidiaries of the Registrant (Filed herewith) |
| 23.1 | Consent of Freed Maxick CPAs, P.C. (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 (Furnished 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 (Furnished herewith) |
| 101 | The following materials from Servotronics, Inc.’s Annual Report on Form 10-K for the period ended December 31, 2019, formatted in XBRL (eXtensible Business Reporting Language): (i) consolidated balance sheets, (ii) consolidated statements of income, (iii) consolidated statements of comprehensive income, (iv) consolidated statements of cash flows and (v) the notes to the consolidated financial statements. |
FORWARD-LOOKING STATEMENTS
In addition to historical information, certain sections of this Form 10-K contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, such as those pertaining to the Company's capital resources, planned growth efforts and expectation of new business and success in its entry into new product programs. Forward-looking statements involve numerous risks and uncertainties. The Company derives a material portion of its revenues from fixed price contracts with agencies of the U.S. Government or their prime contractors. The following factors, among others discussed herein, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: 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 the additional risk factors discussed elsewhere in this Form 10-K and in the Company’s 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.
| -19- |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| SERVOTRONICS, INC. | ||
| March 30, 2020 | By | /s/ Kenneth D. Trbovich |
| Kenneth D. Trbovich | ||
| Chief Executive Officer | ||
| and Chairman of the Board |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| /s/ Kenneth D. Trbovich | Chief Executive Officer, | March 30, 2020 | |
| Kenneth D. Trbovich | Chairman of the Board and Director |
||
| /s/ Lisa F. Bencel | Chief Financial Officer | March 30, 2020 | |
| Lisa F. Bencel | |||
| /s/ Edward C. Cosgrove, Esq. | Director | March 30, 2020 | |
| Edward C. Cosgrove, Esq. | |||
| /s/ Lucion P. Gygax | Director | March 30, 2020 | |
| Lucion P. Gygax | |||
| /s/ Christopher M. Marks | Director | March 30, 2020 | |
| Christopher M. Marks | |||
| /s/ Jason T. Bear | Director | March 30, 2020 | |
| Jason T. Bear |
| -20- |
SERVOTRONICS, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Consolidating financial statement schedules are omitted because they are not applicable to smaller reporting companies.
| - F1 - |
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Servotronics, Inc. and Subsidiaries
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Servotronics, Inc. and Subsidiaries (the Company) as of December 31, 2019 and 2018, the related consolidated statements of income, consolidated statements of comprehensive income, and consolidated statements of cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Corporation's auditor since 2005.
Buffalo, New York
March 30, 2020
| - F2 - |
SERVOTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
($000’s omitted except share and per share data)
| December 31, | December 31, | |||||||
| 2019 | 2018 | |||||||
| Current assets: | ||||||||
| Cash | $ | 2,029 | $ | 2,598 | ||||
| Accounts receivable, net | 13,183 | 10,586 | ||||||
| Inventories, net | 20,151 | 15,150 | ||||||
| Prepaid income taxes | 416 | 314 | ||||||
| Other current assets | 522 | 496 | ||||||
| Total current assets | 36,301 | 29,144 | ||||||
| Property, plant and equipment, net | 12,717 | 11,875 | ||||||
| Deferred income taxes | 107 | 295 | ||||||
| Other non-current assets | 345 | 371 | ||||||
| Total Assets | $ | 49,470 | $ | 41,685 | ||||
| Liabilities and Shareholders' Equity | ||||||||
| Current liabilities: | ||||||||
| Current portion of long-term debt | $ | 548 | $ | 548 | ||||
| Current portion of equipment financing and capital leases | 301 | 175 | ||||||
| Dividend payable | 17 | 13 | ||||||
| Accounts payable | 4,458 | 2,494 | ||||||
| Accrued employee compensation and benefits costs | 2,283 | 1,908 | ||||||
| Other accrued liabilities | 1,035 | 865 | ||||||
| Total current liabilities | 8,642 | 6,003 | ||||||
| Long-term debt | 5,170 | 2,410 | ||||||
| Post retirement obligation | 2,126 | 1,759 | ||||||
| Shareholders' equity: | ||||||||
| Common stock, par value $0.20; authorized 4,000,000 | ||||||||
| shares; issued 2,614,506 shares; outstanding | ||||||||
| 2,399,576 (2,392,207 - 2018) shares | 523 | 523 | ||||||
| Capital in excess of par value | 14,358 | 14,250 | ||||||
| Retained earnings | 20,484 | 18,788 | ||||||
| Accumulated other comprehensive gain | 98 | 35 | ||||||
| Employee stock ownership trust commitment | (460 | ) | (561 | ) | ||||
| Treasury stock, at cost 127,504 (117,979 - 2018) shares | (1,471 | ) | (1,522 | ) | ||||
| Total shareholders' equity | 33,532 | 31,513 | ||||||
| Total Liabilities and Shareholders' Equity | $ | 49,470 | $ | 41,685 | ||||
See notes to consolidated financial statements
| - F3 - |
SERVOTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
($000’s omitted except per share data)
| Years Ended | ||||||||
| December 31, | December 31, | |||||||
| 2019 | 2018 | |||||||
| Revenue | $ | 55,272 | $ | 47,857 | ||||
| Costs and expenses: | ||||||||
| Costs of goods sold, inclusive of depreciation and amortization | 43,146 | 35,772 | ||||||
| Gross margin | 12,126 | 12,085 | ||||||
| Operating Expenses: | ||||||||
| Selling, general and administrative | 9,313 | 7,743 | ||||||
| Interest expense | 125 | 107 | ||||||
| Total operating expenses | 9,438 | 7,850 | ||||||
| Income before income tax provision | 2,688 | 4,235 | ||||||
| Income tax provision | 579 | 737 | ||||||
| Net income | $ | 2,109 | $ | 3,498 | ||||
| Income per share: | ||||||||
| Basic | ||||||||
| Net income per share | $ | 0.91 | $ | 1.54 | ||||
| Diluted | ||||||||
| Net income per share | $ | 0.88 | $ | 1.49 | ||||
See notes to consolidated financial statements
| - F4 - |
SERVOTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
($000’s omitted)
| Years Ended | ||||||||
| December 31, | December 31, | |||||||
| 2019 | 2018 | |||||||
| Net Income | $ | 2,109 | $ | 3,498 | ||||
| Other comprehensive income: | ||||||||
| Retirement benefits adjustment, net of income taxes | 63 | 67 | ||||||
| Total comprehensive income | $ | 2,172 | $ | 3,565 | ||||
See notes to consolidated financial statements
| - F5 - |
SERVOTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
($000’s omitted)
| Years Ended | ||||||||
| December 31, | December 31, | |||||||
| 2019 | 2018 | |||||||
| Cash flows related to operating activities: | ||||||||
| Net Income | $ | 2,109 | $ | 3,498 | ||||
| Adjustments to reconcile net income to net cash (used) generated | ||||||||
| by operating activities: | ||||||||
| Depreciation and amortization | 1,268 | 1,025 | ||||||
| Loss on disposal of property | 137 | 1 | ||||||
| Stock based compensation | 316 | 276 | ||||||
| Increase in allowance for doubtful accounts | 167 | 21 | ||||||
| (Decrease)/Increase in inventory reserve | (106 | ) | 105 | |||||
| (Decrease)/Increase in warranty reserve | (8 | ) | 389 | |||||
| Deferred income tax | 188 | 114 | ||||||
| Change in assets and liabilities: | ||||||||
| Accounts receivable | (2,764 | ) | (2,183 | ) | ||||
| Inventories | (4,895 | ) | (2,464 | ) | ||||
| Prepaid income taxes | (102 | ) | (314 | ) | ||||
| Other current assets | (26 | ) | (247 | ) | ||||
| Other non-current assets | 49 | - | ||||||
| Accounts payable | 1,964 | 1,117 | ||||||
| Accrued employee compensation and benefit costs | 375 | 124 | ||||||
| Other accrued liabilities | 177 | (399 | ) | |||||
| Accrued income taxes | - | (414 | ) | |||||
| Post retirement obligation | 430 | 83 | ||||||
| Employee stock ownership trust payment | 101 | 101 | ||||||
| Net cash (used) generated by operating activities | (620 | ) | 833 | |||||
| Cash flows related to investing activities: | ||||||||
| Capital expenditures - property, plant and equipment | (2,271 | ) | (1,866 | ) | ||||
| Net cash used by investing activities | (2,271 | ) | (1,866 | ) | ||||
| Cash flows related to financing activities: | ||||||||
| Principal payments on long-term debt | (548 | ) | (548 | ) | ||||
| Principal payments on equipment financing lease obligations | (285 | ) | (160 | ) | ||||
| Proceeds from equipment note and equipment financing lease | 721 | 210 | ||||||
| Proceeds from line of credit | 3,000 | - | ||||||
| Purchase of treasury shares | (157 | ) | (175 | ) | ||||
| Cash dividend | (409 | ) | (403 | ) | ||||
| Net cash provided (used) by financing activities | 2,322 | (1,076 | ) | |||||
| Net decrease in cash | (569 | ) | (2,109 | ) | ||||
| Cash at beginning of year | 2,598 | 4,707 | ||||||
| Cash at end of year | $ | 2,029 | $ | 2,598 | ||||
| Supplemental Cash Flow Information: | ||||||||
| Equipment acquired through financing paid directly to vendor | $ | 333 | $ | - | ||||
See notes to consolidated financial statements
| - F6 - |
SERVOTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| 1. | Business Description and Summary of Significant Accounting Policies |
Business Description
Servotronics, Inc. and its subsidiaries design, manufacture and market advanced technology products consisting primarily of control components and consumer products consisting of knives and various types of cutlery and other edged products.
Principles of Consolidation
The consolidated financial statements include the accounts of Servotronics, Inc. and its wholly-owned subsidiaries (the “Company”). All intercompany balances and transactions have been eliminated upon consolidation.
Cash
The Company considers cash to include all checking, savings and money market accounts.
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 doubtful accounts. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts based on history of past write-offs, collections, and current credit conditions. The allowance for doubtful accounts amounted to approximately $337,000 at December 31, 2019 and $170,000 at December 31, 2018. The Company does not accrue interest on past due receivables.
Note Receivable
There was a note receivable with a balance of $125,000 as of September 30, 2019 and recorded as other current assets in the accompanying balance sheet. The note was with a third party with the intent to develop a business venture. As of October 21, 2019, the note receivable plus an additional $18,000 was converted to capitalized tooling and owned by the CPG. The total capitalized tooling is approximately $143,000.
As of December 9, 2019 the business venture was terminated. The capitalized tooling, computer equipment, a 3D printer, final payments and interest owed the CPG were expensed. The approximate costs of the dissolution of $237,000 is included in CPG’s Selling, general & administrative expenses.
Revenue Recognition
Revenues are recognized at the time of shipment of goods, transfer of title and customer acceptance, as required. Our revenue transactions generally consist of a single performance obligation to transfer contracted goods and are not accounted for under industry-specific guidance. 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 sales, principally representing repair, are recognized at the time of shipment of goods.
The costs incurred for nonrecurring engineering, development and repair activities of our products under agreements with commercial customers are expensed as incurred. Subsequently, the revenue is recognized as products are delivered to the customers with the approval by the customers.
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.
| - F7 - |
SERVOTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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.
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 December 31, 2019 and December 31, 2018 under the guidance of ASC460 the Company has recorded a warranty reserve of approximately $420,000 and $428,000, respectively. This amount is reflected in other accrued expenses in the accompanying balance sheet. Revenue is recognized on repair returns, covered under a customer contract, at the contractual price upon shipment to the customer.
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. Market provisions in respect of lower of cost or market adjustments and inventory expected to be used in greater than two year are applied to the gross value of the inventory through a reserve of approximately $1,437,000 and $1,543,000 at December 31, 2019 and December 31, 2018, 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.
Shipping and Handling Costs
Shipping and handling costs are classified as a component of cost of goods sold.
| - F8 - |
SERVOTRONICS, INC. AND SUBSIDIARIES
NOTES TO 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 tax purposes. Depreciation expense includes the amortization of capital lease assets. The estimated useful lives of depreciable properties are generally as follows:
| Buildings and improvements | 5-40 years |
| Machinery and equipment | 5-20 years |
| Tooling | 3-5 years |
Income Taxes
The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities, as well as operating loss and credit carryforwards. The Company and its subsidiaries file a consolidated federal income tax return, combined New York and Texas state income tax returns and various separate state income tax returns.
The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company did not have any accrued interest or penalties included in its consolidated balance sheets at December 31, 2019 or December 31, 2018, and did not recognize any interest and/or penalties in its consolidated statements of income during the years ended December 31, 2019 and 2018. The Company did not have any material uncertain tax positions or unrecognized tax benefits or obligations as of December 31, 2019 and December 31, 2018. The 2016 through 2018 federal and state tax returns remain subject to examination.
Supplemental Cash Flow Information
Income taxes paid during the twelve month periods ended December 31, 2019 and 2018 amounted to approximately $524,000 and $1,325,000, respectively. Interest paid during the twelve month periods ended December 31, 2019 and 2018 amounted to approximately $125,000 and $107,000, 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. Due to the losses incurred by our CPG segment, we performed a test for recoverability of the long-lived assets by comparing its carrying value to the future undiscounted cash flows that we expect will be generated by the asset group. 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 has determined that no impairment of long-lived assets existed at December 31, 2019 and December 31, 2018.
| - F9 - |
SERVOTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 conform with classifications adopted in the current period.
Research and Development Costs
Research and development costs are expensed as incurred.
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 does not anticipate nonperformance by the financial institutions.
The Company had sales of advanced technology products to two customers, including various divisions and subsidiaries of a common parent company, which represented more than 10% of consolidated revenues in 2019. Total revenues from these two customers amounted to approximately 55% in 2019 as compared to the same two customers amounting to approximately 49% of the Company’s consolidated revenues in 2018. No other customers of the ATG or CPG represented more than 10% of the Company’s consolidated revenues in either of these years. Refer to Note 11, Business Segments, for disclosures related to business segments of the Company.
Fair Value of Financial Instruments
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 long-term debt, the fair value approximates its carrying amount.
Recent Accounting Pronouncements Adopted
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” The new standard requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations created by leases with lease terms of more than 12 months and requires both lessees and lessors to disclose certain key information about lease transactions. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company adopted this standard during the first quarter of 2019. The adoption of this guidance did not have a material impact on the Company’s financial statements and related disclosures. The Company originally financed four pieces of equipment through a lease line of credit and have recognized a lease liability and a ROU (Right of Use) asset for each piece of equipment. During 2019 one piece of equipment was traded and financed through our equipment note obligations leaving three remaining ROU assets. Finance lease assets are included in property, plant, and equipment, and liabilities are included in short-term and long-term debt.
| - F10 - |
SERVOTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| 2. | Inventories |
| December 31, | December 31, | |||||||
| 2019 | 2018 | |||||||
| ($000's omitted) | ||||||||
| Raw material and common parts | $ | 14,707 | $ | 9,088 | ||||
| Work-in-process | 4,158 | 5,123 | ||||||
| Finished goods | 2,723 | 2,482 | ||||||
| 21,588 | 16,693 | |||||||
| Less inventory reserve | (1,437 | ) | (1,543 | ) | ||||
| Total inventories | $ | 20,151 | $ | 15,150 | ||||
| 3. | Property, Plant and Equipment |
| December 31, | December 31, | |||||||
| 2019 | 2018 | |||||||
| ($000's omitted) | ||||||||
| Land | $ | 7 | $ | 7 | ||||
| Buildings | 11,017 | 10,452 | ||||||
| Machinery, equipment and tooling | 20,695 | 18,345 | ||||||
| Construction in progress | 331 | 1,258 | ||||||
| 32,050 | 30,062 | |||||||
| Less accumulated depreciation and amortization | (19,333 | ) | (18,187 | ) | ||||
| Property, plant and equipment, net | $ | 12,717 | $ | 11,875 | ||||
Depreciation and amortization expense amounted to approximately $1,268,000 and $1,025,000 for the year ended December 31, 2019 and 2018, respectively. Depreciation expense amounted to approximately $1,178,000 and $948,000 for the year ended December 31, 2019 and 2018, respectively. Amortization expense primarily related to capital leases amounted to approximately $90,000 and $77,000 for the year ended December 31, 2019 and 2018, respectively. The Company maintains property and casualty insurance in amounts adequate for the risk and nature of its assets and operations and which are generally customary in its industry.
The Company’s ROU assets included in machinery, equipment and tooling had a net book value of approximately $728,000 ($811,000 – 2018).
As of December 31, 2019, there is approximately $331,000 ($1,258,000 – 2018) of construction in progress (CIP) included in property, plant and equipment all of which is related to capital projects. There is approximately $280,000 in CIP for the machinery and equipment and self-constructed assets, $32,000 of computer equipment and $19,000 for building improvements primarily at the Advance Technology Group.
| - F11 - |
SERVOTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| 4. | Long-Term Debt |
| December 31, | December 31, | |||||||
| 2019 | 2018 | |||||||
| ($000's omitted) | ||||||||
| Line of credit payable to a financial institution; Interest rate | ||||||||
| option of bank prime or Libor plus 1.4% (3.1085% as of | $ | 3,000 | $ | - | ||||
| December 31, 2019) (A) | ||||||||
| Term loan payable to a financial institution; Interest rate | ||||||||
| option of bank prime or Libor plus 1.4% (3.1085% as of | ||||||||
| December 31, 2019), monthly principal payments of | ||||||||
| $21,833 through 2021 with a balloon payment of | ||||||||
| $786,000 due December 1, 2021 (B) | 1,310 | 1,572 | ||||||
| Term loan payable to a financial institution; Interest rate | ||||||||
| option of bank prime or Libor plus 1.4% (3.1085% as of | ||||||||
| December 31, 2019), monthly principal payments of | ||||||||
| $23,810 through December 1, 2021 (B) | 571 | 857 | ||||||
| Equipment note obligations; Interest rate fixed for term | ||||||||
| of each funding based upon the Lender's lease pricing at | ||||||||
| time of funding. (Interest rate/factor 3.3943% - 3.8527% | ||||||||
| at time of funding) (C) | 670 | 0 | ||||||
| Equipment financing lease obligations; Interest rate fixed for term | ||||||||
| of each funding based upon the Lender's lease pricing at | ||||||||
| time of funding. (Interest rate/factor 1.822758% - 1.869304% | ||||||||
| at time of funding) (D) | 468 | 704 | ||||||
| 6,019 | 3,133 | |||||||
| Less current portion | (849 | ) | (723 | ) | ||||
| $ | 5,170 | $ | 2,410 | |||||
| A.) | At December 31, 2019, the Company had a $4,000,000 line of credit. As of March 20, 2020, the Company increased its line of credit to $6,000,000. The interest rate is a rate per year equal to the bank’s prime rate or Libor plus 1.4%. In addition, effective June 17, 2019, the Company is required to pay a commitment fee of 0.15% on the unused portion of the line of credit. The line of credit expires June 19, 2021. There was $3,000,000 balance outstanding at December 31, 2019 and $0 balance at December 31, 2018. |
| B.) | The term loans and line of credit are secured by all personal property of the Company with the exception of certain equipment that was purchased from proceeds of government grants. Certain lenders require the Company to comply with debt covenants as described in the specific loan documents, including a debt service ratio. At December 31, 2019 and December 31, 2018 the Company was in compliance with these covenants. |
| C.) | The Company had an equipment loan facility in the amount of $2,500,000 available until November 30, 2019. This line was non-revolving and non-renewable. The loan term for the equipment covered by the agreement is 60 months. Monthly payments are fixed for the term of each funding based upon the Lender’s lease pricing in effect at the time of such funding. There was approximately $670,000 outstanding at December 31, 2019 and no balance outstanding at December 31, 2018. |
| - F12 - |
SERVOTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| D.) | The Company established a lease line of credit for equipment financing in the amount of $1,000,000 available until June 28, 2018. This line was non-revolving and non-renewable. The lease term for equipment covered by the lease line of credit is 60 months. Monthly payments are fixed for the term of each funding based upon the Lender’s lease pricing in effect at the time of such funding. There was approximately $468,000 outstanding at December 31, 2019 and $704,000 at December 31, 2018. |
Principal maturities of long-term debt are as follows: 2020 - $849,000, 2021 - $4,635,000, 2022 - $288,000, 2023 - $154,000, and 2023 - $93,000. Remaining principal payments for the capital note and capital lease obligations for each of the next five years:
| December 31, | ||||||
| Year | 2019 | |||||
| ($000's omitted) | ||||||
| 2020 | 331 | |||||
| 2021 | 331 | |||||
| 2022 | 316 | |||||
| 2023 | 169 | |||||
| 2024 | 97 | |||||
| Total principal and interest payments | 1,244 | |||||
| Less amount representing interest | (106 | ) | ||||
| Present value of net minimum lease payments | 1,138 | |||||
| Less current portion | (301 | ) | ||||
| Long term principle payments | $ | 837 | ||||
| 5. | Employee Benefit Plans |
Employee Stock Ownership Plan (ESOP)
In 1985, the Company established an employee stock ownership plan (ESOP) for the benefit of employees who meet certain minimum age and service requirements. Upon inception of the ESOP, the Company borrowed $2,000,000 from a bank and lent the proceeds to the trust established under the ESOP to purchase shares of the Company’s common stock. The Company’s loan to the trust is at an interest rate approximating the prime rate and is repayable to the Company over a 40-year term ending in December 2024. During 1987 and 1988, the Company loaned an additional $1,942,000 to the trust under terms similar to those under the Company’s original loan.
ESOP shares are held by the plan trustees in a suspense account until allocated to participant accounts. Each year the Company makes contributions to the trust sufficient to enable the trust to repay the principal and interest due to the Company under the trust loans. As the loans are repaid, shares are released from the suspense account pro rata based on the portion of the aggregate loan payments that are paid during the year. During 2010, the ESOP plan was amended to allow dividends on unallocated shares to be distributed to participants in cash, unless otherwise directed. ESOP shares released from the suspense account are allocated to participants on the basis of their relative compensation in the year of allocation and/or on the participant’s account balance. For this purpose, “compensation” means taxable pay.
| - F13 - |
SERVOTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
If Servotronics shares are not readily tradable on an established securities market at the times of an ESOP participant’s termination of employment or retirement and if such ESOP participant requests that his/her ESOP distributed shares be repurchased by the Company, the Company is obligated to do so. The Company’s shares currently trade on NYSE MKT, formerly known as the American Stock Exchange. There were no outstanding shares subject to the repurchase obligation at December 31, 2019.
Since inception of the ESOP, 414,515 shares have been allocated, exclusive of shares distributed to ESOP participants. At December 31, 2019 and 2018, 87,425 and 104,320 shares, respectively, remain unallocated.
Related compensation expense associated with the Company’s ESOP, which is equal to the principal reduction on the loans receivable from the trust, amounted to approximately $101,000 in both 2019 and 2018. Included as a reduction to shareholders’ equity is the ESOP trust commitment which represents the remaining indebtedness of the trust to the Company. Employees are entitled to vote allocated shares and the ESOP trustees are entitled to vote unallocated shares and those allocated shares not voted by the employees.
Other Postretirement Benefit Plans
The Company provides certain postretirement health and life insurance benefits for the Company’s Chief Executive Officer and President, Kenneth Trbovich. Upon retirement and after attaining at least the age of 65, the Company will pay the annual cost of health insurance for the retired executive and his dependents and will continue the Company provided life insurance offered at the time of retirement. The retiree’s health insurance benefits ceases upon the death of the retired executive. The actuarially calculated future obligation of the benefits at December 31, 2019 and 2018 is approximately $583,000 and $644,000, respectively, excluding the estimated liability related to postretirement benefits for the former Executive Officer discussed in Note 8, Commitments and Contingencies. Additional expense of approximately $100,000 per year is expected to be paid subsequent to December 31, 2019 under the Plan. Estimated future annual expenses associated with the plan are immaterial. Included in accumulated other comprehensive income for 2019 and 2018 is approximately $63,000 and $67,000, respectively, net of deferred taxes, associated with the unrecognized service cost of the plan.
| 6. | Income Taxes |
The income tax provision from operations included in the consolidated statements of income consists of the following:
| December 31, | December 31, | |||||||
| 2019 | 2018 | |||||||
| ($000’s omitted) | ||||||||
| Current: | ||||||||
| Federal | $ | 363 | $ | 639 | ||||
| State | 45 | 2 | ||||||
| 408 | 641 | |||||||
| Deferred: | ||||||||
| Federal | 171 | 96 | ||||||
| 171 | 96 | |||||||
| $ | 579 | $ | 737 | |||||
| - F14 - |
SERVOTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The reconciliation of the federal statutory income tax rate to the Company’s effective tax rate based upon the total income tax provision from operations is as follows:
| December 31, | December 31, | |||||||
| 2019 | 2018 | |||||||
| Federal statutory rate | 21.0 | % | 21.0 | % | ||||
| Permanent non-deductible expenses | 2.6 | % | 0.3 | % | ||||
| Business credits | -3.0 | % | -0.6 | % | ||||
| ESOP dividend | -0.6 | % | -0.4 | % | ||||
| Stock compensation | -0.1 | % | -0.4 | % | ||||
| Domestic production activities deduction | 0.0 | % | -0.4 | % | ||||
| Foreign-derived intangible income deduction | -1.2 | % | -1.8 | % | ||||
| State taxes, net of federal benefit | 1.3 | % | 0.0 | % | ||||
| Other | 1.5 | % | -0.3 | % | ||||
| 21.5 | % | 17.4 | % | |||||
At December 31, 2019 and 2018, the deferred tax assets (liabilities) were comprised of the following:
| December 31, | December 31, | |||||||
| 2019 | 2018 | |||||||
| ($000’s omitted) | ||||||||
| Deferred Tax Assets: | ||||||||
| Inventories | $ | 473 | $ | 417 | ||||
| Accrued employees compensation and benefits costs | 446 | 478 | ||||||
| Accrued arbitration award and related liability | 324 | 234 | ||||||
| Net operating loss and credit carryforwards | 236 | 248 | ||||||
| Bad debt reserve | 71 | 37 | ||||||
| Warranty reserve | 88 | 90 | ||||||
| Total deferred tax assets | 1,638 | 1,504 | ||||||
| Valuation allowance | (236 | ) | (248 | ) | ||||
| Net deferred tax assets | 1,402 | 1,256 | ||||||
| Deferred tax liabilities: | ||||||||
| Prepaid expenses | (32 | ) | (28 | ) | ||||
| Property, plant and equipment | (1,238 | ) | (910 | ) | ||||
| Other | - | (14 | ) | |||||
| Minimum pension liability | (25 | ) | (9 | ) | ||||
| Total deferred tax liabilities | (1,295 | ) | (961 | ) | ||||
| Net deferred tax assets | $ | 107 | $ | 295 | ||||
| - F15 - |
SERVOTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In assessing the ability of the Company to realize the benefit of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Based upon the level of historical taxable income, the opportunity for net operating loss carrybacks, and projections for future taxable income over the periods which deferred tax assets are deductible, management believes it is more likely than not the Company will generate sufficient taxable income to realize the benefits of these deductible differences at December 31, 2019, except for a valuation allowance of $236,000 ($248,000 – 2018) related to certain state net operating loss carryforwards, state tax credit carryforwards and other state net deferred tax assets. At December 31, 2019, the Company has net operating loss carryforwards with full valuation allowances from Pennsylvania of approximately $1,620,000 ($1,805,000 – 2018), which begin expiring in 2020, and Arkansas of approximately $0 ($31,000 – 2018). The Company also has a New York state tax credit carryforward at December 31, 2019 of approximately $139,000 ($131,000 – 2018), which begins to expire in 2023.
There are no uncertain tax positions or unrecognized tax benefits for 2019 and 2018. The Company is subject to routine audits of its tax returns by the Internal Revenue Service and various state taxing authorities. The 2016 through 2018 Federal and state tax returns remain subject to examination.
| - F16 - |
SERVOTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| 7. | Shareholders’ Equity |
| Twelve-month Period Ended December 31, 2019 | ||||||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||||||
| Other | Capital in | Total | ||||||||||||||||||||||||||
| Retained | Comprehensive | Common | excess of | Treasury | shareholders' | |||||||||||||||||||||||
| Earnings | Income | Stock | par value | ESOT | stock | equity | ||||||||||||||||||||||
| January 1, 2019 | $ | 18,788 | $ | 35 | $ | 523 | $ | 14,250 | $ | (561 | ) | $ | (1,522 | ) | $ | 31,513 | ||||||||||||
| Purchase of treasury shares | - | - | - | - | - | (128 | ) | (128 | ) | |||||||||||||||||||
| Stock based compensation | - | - | - | 14 | - | 44 | 58 | |||||||||||||||||||||
| Net Income | 98 | - | - | - | - | - | 98 | |||||||||||||||||||||
| March 31, 2019 | $ | 18,886 | $ | 35 | $ | 523 | $ | 14,264 | $ | (561 | ) | $ | (1,606 | ) | $ | 31,541 | ||||||||||||
| Dividends declared ($0.16 per share) | (413 | ) | - | - | - | - | - | (413 | ) | |||||||||||||||||||
| Purchase of treasury shares | - | - | - | - | - | (21 | ) | (21 | ) | |||||||||||||||||||
| Stock based compensation | - | - | - | 34 | - | 61 | 95 | |||||||||||||||||||||
| Net Income | 714 | - | - | - | - | - | 714 | |||||||||||||||||||||
| June 30, 2019 | $ | 19,187 | $ | 35 | $ | 523 | $ | 14,298 | $ | (561 | ) | $ | (1,566 | ) | $ | 31,916 | ||||||||||||
| Purchase of treasury shares | - | - | - | - | - | (8 | ) | (8 | ) | |||||||||||||||||||
| Stock based compensation | - | - | - | 28 | - | 58 | 86 | |||||||||||||||||||||
| Net Income | 1,132 | - | - | - | - | - | 1,132 | |||||||||||||||||||||
| September 30, 2019 | $ | 20,319 | $ | 35 | $ | 523 | $ | 14,326 | $ | (561 | ) | $ | (1,516 | ) | $ | 33,126 | ||||||||||||
| Retirement benefits adjustment | - | 63 | - | - | 101 | - | 164 | |||||||||||||||||||||
| Stock based compensation | - | - | - | 32 | - | 45 | 77 | |||||||||||||||||||||
| Net Income | 165 | - | - | - | - | - | 165 | |||||||||||||||||||||
| December 31, 2019 | $ | 20,484 | $ | 98 | $ | 523 | $ | 14,358 | $ | (460 | ) | $ | (1,471 | ) | $ | 33,532 | ||||||||||||
| - F17 - |
SERVOTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| Twelve-month Period Ended December 31, 2018 | ||||||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||||||
| Other | Capital in | Total | ||||||||||||||||||||||||||
| Retained | Comprehensive | Common | excess of | Treasury | shareholders' | |||||||||||||||||||||||
| Earnings | Income | Stock | par value | ESOT | stock | equity | ||||||||||||||||||||||
| January 1, 2018 | $ | 15,709 | $ | (32 | ) | $ | 523 | $ | 14,171 | $ | (662 | ) | $ | (1,544 | ) | $ | 28,165 | |||||||||||
| Purchase of treasury shares | - | - | - | - | - | (117 | ) | (117 | ) | |||||||||||||||||||
| Net Income | 331 | - | - | - | - | - | 331 | |||||||||||||||||||||
| March 31, 2018 | $ | 16,040 | $ | (32 | ) | $ | 523 | $ | 14,171 | $ | (662 | ) | $ | (1,661 | ) | $ | 28,379 | |||||||||||
| Dividends declared ($0.16 per share) | (416 | ) | - | - | - | - | - | (416 | ) | |||||||||||||||||||
| Purchase of treasury shares | - | - | - | - | - | (33 | ) | (33 | ) | |||||||||||||||||||
| Stock based compensation | (6 | ) | 6 | - | 21 | - | 64 | 85 | ||||||||||||||||||||
| Net Income | 707 | - | - | - | - | - | 707 | |||||||||||||||||||||
| June 30, 2018 | $ | 16,325 | $ | (26 | ) | $ | 523 | $ | 14,192 | $ | (662 | ) | $ | (1,630 | ) | $ | 28,722 | |||||||||||
| Dividends declared ($0.16 per share) | 3 | - | - | - | - | - | 3 | |||||||||||||||||||||
| Stock based compensation | - | - | - | 34 | - | 64 | 98 | |||||||||||||||||||||
| Net Income | 1,457 | - | - | - | - | - | 1,457 | |||||||||||||||||||||
| September 30, 2018 | $ | 17,785 | $ | (26 | ) | $ | 523 | $ | 14,226 | $ | (662 | ) | $ | (1,566 | ) | $ | 30,280 | |||||||||||
| Compensation Expense | - | - | - | - | 101 | - | 101 | |||||||||||||||||||||
| Retirement benefits adjustment | - | 67 | - | - | - | - | 67 | |||||||||||||||||||||
| Purchase of treasury shares | - | - | - | - | - | (25 | ) | (25 | ) | |||||||||||||||||||
| Stock based compensation | - | (6 | ) | - | 24 | - | 69 | 87 | ||||||||||||||||||||
| Net Income | 1,003 | - | - | - | - | - | 1,003 | |||||||||||||||||||||
| December 31, 2018 | $ | 18,788 | $ | 35 | $ | 523 | $ | 14,250 | $ | (561 | ) | $ | (1,522 | ) | $ | 31,513 | ||||||||||||
The Company’s Board of Directors authorized the purchase of up to 450,000 shares of its common stock in the open market or in privately negotiated transactions. As of December 31, 2019, the Company has purchased 360,255 shares and there remain 89,745 shares available to purchase under this program. There were 5,232 shares purchased by the Company in 2019.
On January 1, 2019, 26,250 shares of restricted stock vested of which 9,729 shares were withheld by the Company for approximately $99,000 to satisfy statutory minimum withholding tax requirements for those participants who elected this option as permitted under the Company’s 2012 Long-Term Incentive Plan.
On May 25, 2018, the Company issued 78,750 shares of restricted stock to Executive Officers and certain key management of the Company under the Company’s 2012 Long-Term Incentive Plan. The restricted share awards have varying vesting periods between January 2019 and January 2021; however, these shares have voting rights and accrue dividends prior to vesting. The accrued dividends are paid upon vesting of the restricted shares. The aggregate amount of expense to the Company, measured based on grant date fair value is expected to be approximately $735,000 and will be recognized over the requisite service period.
The Company’s director compensation policy provides that non-employee directors receive a portion of their annual retainer in the form of restricted stock under the Company’s 2012 Long-Term Incentive Plan. These shares vest quarterly over a twelve month service period, have voting rights and accrue dividends that are paid upon vesting. The aggregate amount of expense to the Company, measured based on the grant date fair value, will be recognized over the requisite service period. An aggregate of 4,288 restricted shares were issued on May 25, 2018 with a grant date fair value of $40,000. An aggregate of 7,836 restricted shares were issued on April 26, 2019 with a grant date fair value of $100,000.
| - F18 - |
SERVOTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Included in the year ended December 31, 2019 and 2018 is approximately $316,000 and $276,000, respectively, of stock-based compensation expense related to the restrictive share awards. We have approximately $286,000 in unvested shares to be recognized in 2020.
On May 15, 2019 the Company announced that its Board of Directors declared a $0.16 per share cash dividend. The dividend was subsequently paid on July 15, 2019 to shareholders of record on June 28, 2019 and was approximately $413,000 in the aggregate. These dividends do not represent that the Company will pay dividends on a regular or scheduled basis. The amount is recorded in dividends payable and as a reduction to retained earnings on the accompanying consolidated balance sheet.
Earnings Per Share
Basic earnings per share is computed by dividing net income by the weighted average number of 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 income by the weighted average number of 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 that were outstanding for the period. The dilutive effect of unvested restrictive stock is determined using the treasury stock method.
| December 31, | December 31, | |||||||
| 2019 | 2018 | |||||||
| ($000's omitted except for per share data) | ||||||||
| Net Income | $ | 2,109 | $ | 3,498 | ||||
| Weighted average common shares outstanding | ||||||||
| (basic) | 2,330 | 2,272 | ||||||
| Unvested restricted stock | 56 | 81 | ||||||
| Weighted average common shares outstanding | ||||||||
| (diluted) | 2,386 | 2,353 | ||||||
| Basic | ||||||||
| Net income per share | $ | 0.91 | $ | 1.54 | ||||
| Diluted | ||||||||
| Net income per share | $ | 0.88 | $ | 1.49 | ||||
Share Based Payments
The Company's 2012 Long-Term Incentive Plan was approved by the shareholders at the 2012 Annual Meeting of Shareholders. This plan authorizes the issuance of up to 300,000 shares. As of December 31, 2019, there is no unrecognized compensation related to the unvested restricted shares vested on January 1, 2020.
| - F19 - |
SERVOTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A summary of the status of restricted share awards granted under all employee plans is presented below:
| Shares | Weighted Average Grant Date Fair Value | |||||||
| Restricted Share Activity: | ||||||||
| Unvested at December 31, 2017 | 28,500 | $ | 7.96 | |||||
| Granted in 2018 | 83,038 | 9.33 | ||||||
| Vested in 2018 | 30,644 | $ | 8.06 | |||||
| Unvested at December 31, 2018 | 80,894 | $ | 9.33 | |||||
| Granted in 2019 | 7,836 | $ | 12.77 | |||||
| Forfeited in 2019 | 2,000 | $ | 9.33 | |||||
| Vested in 2019 | 32,314 | $ | 9.75 | |||||
| Unvested at December 31, 2019 | 54,416 | $ | 9.58 | |||||
Shareholders’ Rights Plan
During 2012, the Company’s Board of Directors adopted a shareholders’ rights plan (the “Rights Plan”) and simultaneously declared a dividend distribution of one right for each outstanding share of the Company’s common stock outstanding at October 15, 2012. The Rights Plan replaced a previous shareholders rights plan that was adopted in 2002 and expired on August 28, 2012. The rights do not become exercisable until the earlier of (i) the date of the Company’s public announcement that a person or affiliated group other than Dr. Nicholas D. Trbovich, Kenneth D. Trbovich or the ESOP trust (an “Acquiring Person”) has acquired, or obtained the right to acquire, beneficial ownership of 25% or more of the Company’s common stock (excluding shares held by the ESOP trust) or (ii) ten business days following the commencement of a tender offer that would result in a person or affiliated group becoming an Acquiring Person.
The exercise price of a right has been established at $32.00. Once exercisable, each right would entitle the holder to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock. In the event that any person becomes an Acquiring Person, each right would entitle any holder other than the Acquiring Person to purchase common stock or other securities of the Company having a value equal to three times the exercise price. The Board of Directors has the discretion in such event to exchange two shares of common stock or two one-hundredths of a share of preferred stock for each right held by any holder other than the Acquiring Person.
| 8. | Commitments and Contingencies |
Post retirement obligation. As previously disclosed in filings with the Securities and Exchange Commission (“SEC”), the Company, under an employment agreement, is expected to pay post-employment health related benefits to a former Executive Officer of the Company (the “Former Employee”), of which approximately $1,543,000 and $1,115,000 has been accrued as of December 31, 2019 and December 31, 2018, and is reflected as Post Retirement Obligation in the accompanying balance sheet.
| - F20 - |
SERVOTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Employment Agreements. The Company provides certain post-employment health and life insurance benefits for its Chief Executive Officer and President Kenneth Trbovich. Upon retirement and after attaining at least the age of 65, the Company will pay for the retired Executive’s and dependent’s health benefits and will continue the Company-provided life insurance offered at the time of retirement. The retiree’s health insurance benefits ceases upon the death of the retired executive. Approximately $583,000 and $644,000 has been accrued as of December 31, 2019 and December 31, 2018, respectively, and is reflected as Post Retirement Obligation in the accompanying balance sheet.
| 9. | Litigation |
Litigation. The Company has pending litigation relative to leases of certain equipment and real property with a former subsidiary, Aero, Inc. Aero, Inc. is suing Servotronics, Inc. and its wholly owned subsidiary and has alleged damages in the amount of $3,000,000. The Company has filed a response to the Aero, Inc. lawsuit and has also filed a counter-claim in the amount of $3,191,000. The Company has not considered the risk of loss to be probable, and is unable to reasonably or accurately estimate the likelihood and amount of any liability or benefit that may be realized as a result of this litigation. Accordingly, no gain or loss has been recognized in the accompanying financial statements related to this litigation.
There are no other legal proceedings currently pending by or against the Company other than ordinary routine litigation incidental to the business which is not expected to have a material adverse effect on the business or earnings of the Company.
| 10. | Related Party Transactions |
The Company paid legal fees and disbursements of approximately $197,000 and $141,000 in the year ended December 31, 2019 and 2018, respectively, for services provided by a law firm that is owned by a member of the Company’s Board of Directors. Additionally, the Company had accrued unbilled legal fees at December 31, 2019 and 2018 of approximately $52,000 and $19,000, respectively, with this firm.
| 11. | Business Segments |
The Company operates in two business segments, Advanced Technology Group (“ATG”) and Consumer Products Group (“CPG”). The Company’s reportable segments are strategic business units that offer different products and services. The segments are composed of separate corporations and are managed separately. Operations in ATG primarily involve the design, manufacture, and marketing of servo-control components (i.e., torque motors, control valves, actuators, etc.) for government, commercial and industrial applications. CPG’s operations involve the design, manufacture and marketing of a variety of cutlery products for use by consumers and government agencies. The Company derives its primary sales revenue from domestic customers, although a portion of finished products are for foreign end use.
| - F21 - |
SERVOTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Information regarding the Company’s operations in these segments is summarized as follows ($000’s omitted):
| ATG | CPG | Consolidated | ||||||||||||||||||||||
| Years Ended | Years Ended | Years Ended | ||||||||||||||||||||||
| December 31, | December 31, | December 31, | ||||||||||||||||||||||
| 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | |||||||||||||||||||
| Revenues from unaffiliated customers | $ | 48,519 | $ | 40,415 | $ | 6,753 | $ | 7,442 | $ | 55,272 | $ | 47,857 | ||||||||||||
| Cost of goods sold, inclusive of depreciation | (35,632 | ) | (28,587 | ) | (7,514 | ) | (7,185 | ) | (43,146 | ) | $ | (35,772 | ) | |||||||||||
| Gross margin | 12,887 | 11,828 | (761 | ) | 258 | 12,126 | 12,085 | |||||||||||||||||
| Gross margin % | 26.6 | % | 29.3 | % | -11.3 | % | 3.5 | % | 21.9 | % | 25.3 | % | ||||||||||||
| Selling, general and administrative | (6,588 | ) | (5,423 | ) | (2,725 | ) | (2,320 | ) | (9,313 | ) | (7,743 | ) | ||||||||||||
| Interest | (97 | ) | (73 | ) | (28 | ) | (34 | ) | (125 | ) | (107 | ) | ||||||||||||
| Total costs and expenses | (42,317 | ) | (34,083 | ) | (10,268 | ) | (9,539 | ) | (52,584 | ) | (43,622 | ) | ||||||||||||
| Income (loss) before income tax provision | 6,203 | 6,332 | (3,515 | ) | (2,097 | ) | 2,688 | 4,235 | ||||||||||||||||
| Income tax provision (benefits) | 1,336 | 1,102 | (757 | ) | (365 | ) | 579 | 737 | ||||||||||||||||
| Net income/(loss) | $ | 4,867 | $ | 5,230 | $ | (2,758 | ) | $ | (1,732 | ) | $ | 2,109 | $ | 3,498 | ||||||||||
| Total assets | $ | 39,989 | $ | 31,647 | $ | 9,481 | $ | 10,038 | $ | 49,470 | $ | 41,685 | ||||||||||||
| Capital expenditures | $ | 1,990 | $ | 1,689 | $ | 281 | $ | 177 | $ | 2,271 | $ | 1,866 | ||||||||||||
| 12. | Subsequent Events |
As previously disclosed subsequent to year-end 2019, the World Health Organization declared the novel coronavirus (COVID-19) outbreak a public health emergency. There have been mandates from international, federal, state and local authorities requiring forced closures of various schools, businesses and other facilities and organizations. While the closures and limitations on movement, domestically and internationally, are expected to be temporary, if the outbreak continues on its current trajectory the duration of the supply chain disruption could reduce the availability, or result in delays, of materials or supplies to or from the Company, which in turn could materially interrupt the Company’s business operations. Given the speed and frequency of continuously evolving developments with respect to this pandemic, the Company cannot reasonably estimate the magnitude of the impact to its results of operations.
The Company’s operations are continuing in compliance with the New York Governor’s Executive Orders (202.6 202.7 202.8 and the guidance provided by New York State’s Department of Economic Development) regarding “Essential Business” in New York and Homeland Security Presidential Directive 21 which classifies certain assets and infrastructure as “critical infrastructure.” As such all personnel deemed essential will continue to report to work and the Company has implemented and will continue to monitor safeguards designed to promote social distancing and a safe working environment.
| - F22 - |