-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IOQwvU0sKUtI6GyzsNxwti9BgNiDJw7lWeSVb9NaaAxNNMK/wtWyQ2OGCFh3qNrN rrpMexdKekVBGBzEKk3hEQ== 0001110550-03-000150.txt : 20030814 0001110550-03-000150.hdr.sgml : 20030814 20030814092822 ACCESSION NUMBER: 0001110550-03-000150 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20030630 FILED AS OF DATE: 20030814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SERVOTRONICS INC /DE/ CENTRAL INDEX KEY: 0000089140 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 160837866 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 001-07109 FILM NUMBER: 03843591 BUSINESS ADDRESS: STREET 1: 1110 MAPLE ST CITY: ELMA STATE: NY ZIP: 14059 BUSINESS PHONE: 7166335990 MAIL ADDRESS: STREET 1: P O BOX 300 STREET 2: ELMA STATE: NY ZIP: 14059-0300 10QSB 1 tenqsb.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE - -- ACT OF 1934 For the quarterly period ended June 30, 2003 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE - -- ACT OF 1934 For the transition period from to --------------------- --------------------- Commission File No. 1 - 7109 SERVOTRONICS, INC. - -------------------------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Delaware 16-0837866 - ------------------------------- -------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 1110 Maple Street, Elma, New York 14059-0300 ---------------------------------------------- (Address of principal executive offices) 716-655-5990 ------------ (Issuer's telephone number, including area code) State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. Class Outstanding at July 31, 2003 - ------------------------------------ ------------------------------------- Common Stock, $.20 par value 2,492,901 Transitional Small Business Disclosure Format (Check one): Yes ; No X ------ ------ -1-
INDEX ----- PART I. FINANCIAL INFORMATION Page No. -------- Item 1. Financial Statements (Unaudited) a) Consolidated Balance Sheet, June 30, 2003 3 b) Consolidated Statement of Operations for the Three and Six Months Ended June 30, 2003 and 2002 4 c) Consolidated Statement of Cash Flows for the Six Months Ended June 30, 2003 and 2002 5 d) Notes to Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis or Plan of Operation 9 Item 3. Controls and Procedures 11 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 11 Signatures 12
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PART I FINANCIAL INFORMATION SERVOTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET June 30, 2003 ($000's omitted except per share data) (Unaudited) Assets Current assets: Cash $ 606 Accounts receivable 2,583 Inventories 7,172 Prepaid income taxes 145 Deferred income taxes 393 Other (See Note 1 to consolidated financial statements) 1,762 ------------ Total current assets 12,661 Property, plant and equipment, net 6,808 Other assets 570 ------------ $ 20,039 ============ Liabilities and Shareholders' Equity Current liabilities: Current portion of long-term debt $ 378 Accounts payable 668 Accrued employee compensation and benefit costs 819 Other accrued liabilities 301 Accrued income taxes 36 ------------ Total current liabilities 2,202 Long-term debt 5,570 Deferred income taxes 213 Other non-current liabilities 268 Shareholders' equity: Common stock, par value $.20; authorized 4,000,000 shares; Issued 2,614,506 shares 523 Capital in excess of par value 13,033 Retained earnings 1,169 Accumulated other comprehensive loss (82) ------------- 14,643 Employee stock ownership trust commitment (2,337) Treasury stock, at cost 121,605 shares (520) ------------- Total shareholders' equity 11,786 ------------ $ 20,039 ============
See notes to consolidated financial statements -3-
SERVOTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS ($000's omitted except per share data) (Unaudited) Three Months Ended Six Months Ended June 30, June 30, 2003 2002 2003 2002 --------- --------- --------- ---------- Net revenues $ 3,945 $ 4,300 $ 7,774 $ 8,134 Costs and expenses: Cost of goods sold 2,921 3,153 5,806 5,851 Selling, general and administrative 845 719 1,680 1,479 Interest 41 51 84 99 Depreciation and amortization 173 167 351 331 --------- --------- --------- ---------- 3,980 4,090 7,921 7,760 --------- --------- --------- ---------- Income (loss) before income taxes (35) 210 (147) 374 Income tax provision (benefit) (13) 77 (54) 135 --------- --------- --------- ---------- Net income (loss) $ (22) $ 133 $ (93) $ 239 ========= ========= ========= ========== Income (Loss) Per Share: Basic - ----- Net income (loss) per share $ (0.01) $ 0.07 $ (0.05) $ 0.13 ========= ========= ========= ========== Diluted - ------- Net income (loss) per share $ (0.01) $ 0.07 $ (0.05) $ 0.12 ========= ========= ========= ==========
See notes to consolidated financial statements -4-
SERVOTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS ($000's omitted) (Unaudited) Six Months Ended June 30, 2003 2002 ------- ------- Cash flows related to operating activities: Net income (loss) $ (93) $ 239 Adjustments to reconcile net income (loss) to net cash provided by operating activities - Depreciation and amortization 351 331 Change in assets and liabilities - Accounts receivable 50 (83) Inventories (409) (135) Other current assets (302) 110 Other assets 3 0 Accounts payable 251 (352) Accrued employee compensation & benefit costs 30 54 Accrued income taxes 36 101 Other accrued liabilities 192 16 ------- ------- Net cash provided by operating activities 109 281 -------- ------- Cash flows related to investing activities: Capital expenditures - property, plant & equipment (78) (383) -------- -------- Net cash used in investing activities (78) (383) -------- -------- Cash flows related to financing activities: Increase in demand loan 50 400 Payments on demand loan (50) (200) Principal payments on long-term debt (104) (112) -------- -------- Net cash provided by (used in) financing activities (104) 88 -------- -------- Net decrease in cash (73) (14) Cash at beginning of period 679 720 ------- ------- Cash at end of period $ 606 $ 706 ======= =======
See notes to consolidated financial statements -5- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ($000 omitted in tables except for per share data) The information set forth herein is unaudited. This financial information reflects all normal accruals and adjustments which, in the opinion of management, are necessary for a fair statement of the results for the periods presented. 1. Summary of significant accounting policies ------------------------------------------ Revenue recognition ------------------- The Company's revenues are principally recognized as units are shipped and as terms and conditions of purchase orders are met. The Company also incurred costs for certain contracts which are long term. These contracts are accounted for under the percentage of completion method (cost-to-cost) which recognizes revenue as the work progresses towards completion. Included in other current assets are $1,053,000 of unbilled revenues which represent revenue earned under the percentage of completion method (cost-to-cost) not yet billable under the terms of the contracts.
2. Inventories ----------- June 30, 2003 ------------- Raw materials and common parts $ 1,051 Work-in-process 5,430 Finished goods 927 --------- 7,408 Less common parts expected to be used after one year (236) --------- $ 7,172 ========= 3. Property, plant and equipment ----------------------------- June 30, 2003 ------------- Land $ 25 Buildings 6,452 Machinery, equipment and tooling 9,689 --------- 16,166 Less accumulated depreciation (9,358) --------- $ 6,808 =========
Property, plant and equipment includes land and building under a $5,000,000 capital lease which can be purchased for a nominal amount at the end of the lease term. The Company believes that it 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. -6-
4. Long-term debt -------------- June 30, 2003 ------------- Industrial Development Revenue Bonds; secured by a letter of credit from a bank with interest payable monthly at a floating rate (1.50% at June 30, 2003) $ 4,490 Term loans; payable to a financial institution; $500,000 at LIBOR plus 2% (3.29% at June 30, 2003); quarterly principal payments of $17,500 commencing January 1, 2005; payable in full October 1, 2009; and $393,000 at a rate of 3.40% at June 30, 2003; quarterly principal payments of $35,714 through February 1, 2006 893 Various other secured term notes payable to government agencies 565 --------- 5,948 Less current portion (378) ---------- $ 5,570 ==========
Industrial Development Revenue Bonds were issued by a government agency to finance the construction of the Company's headquarters/Advanced Technology facility. Annual sinking fund payments of $170,000 commenced December 1, 2000 and continue through 2013, with a final payment of $2,620,000 due December 1, 2014. The Company has agreed to reimburse the issuer of the letter of credit if there are draws on that letter of credit. The Company pays the letter of credit bank an annual fee of 1% of the amount secured thereby and pays the remarketing agent for the bonds an annual fee of .25% of the principal amount outstanding. The Company's interest under the facility capital lease has been pledged to secure its obligations to the government agency, the bank and the bondholders. The Company also has a $1,000,000 line of credit on which there was no balance outstanding at June 30, 2003. -7-
5. Common shareholders' equity --------------------------- Common stock ------------ Accumulated Number Capital in other of shares excess of Retained Treasury Comprehensive comprehensive issued Amount par value earnings ESOP stock income income ------------------------------------------------------------------------------------------ Balance December 31, 2002 2,614,506 $523 $13,361 $1,262 ($ 2,337) ($ 1,054) ($ 82) ========= ==== ======= ===== ======== ======== ===== Comprehensive loss Net loss - - - $ (93) - - $ (93) - Other comprehensive loss, net of tax - - - - - - - - Minimum pension liability adjustment - - - - - - - - Other comprehensive loss - - - - - - - - ------ Comprehensive loss - - - - - - $ (93) - ====== Compensation expense - - - - - - - Treasury shares issued for deferred compensation obligation - - (328) - - 534 - --------- ---- ------- ------ -------- -------- ---- Balance June 30, 2003 2,614,506 $523 $13,033 $1,169 ($ 2,337) ($ 520) ($ 82) ========= ==== ======= ====== ======== ======== =====
Earnings per share - ------------------ Basic earnings per share are computed by dividing net earnings by the weighted average number of shares outstanding during the period. Diluted earnings per share are computed by dividing net earnings 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 earnings per share were outstanding for the period.
Three Months Ended Six Months Ended June 30, June 30, 2003 2002 2003 2002 ------- ------ ------- ------ Net income (loss) $ (22) $ 133 $ (93) $ 239 ======= ====== ======= ====== Weighted average common shares outstanding (basic) 1,972 1,894 1,972 1,894 Incremental shares from assumed conversions of stock options 0 14 0 21 Weighted average common shares outstanding (diluted) 1,972 1,908 1,972 1,915 Basic ----- Net income (loss) per share $ (0.01) $ 0.07 $(0.05) $ 0.13 ======= ====== ======= ====== Diluted ------- Net income (loss) per share $ (0.01) $ 0.07 $(0.05) $ 0.12 ======= ====== ======= ======
-8- 6. Business segments ----------------- The Company operates in two business segments, Advanced Technology Group and Consumer Products Group. 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 Advanced Technology Group involve the design, manufacture, and marketing of servo-control components for government and commercial industrial applications. Consumer Products Group'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 significant portion of finished products are for foreign end use.
Six Month Advanced Consumer Period Ended Technology Products June 30, 2003 Group Group Consolidated ------------- ---------- --------- ------------ Revenues from unaffiliated customers $ 4,993 $ 2,781 $ 7,774 ========= ========= ========== Profit (loss) $ 734 $ (193) $ 541 ========= ========= Depreciation and amortization (351) Interest expense (84) General corporate expense (253) ----------- Loss before income taxes $ (147) ===========
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION - ------- --------------------------------------------------------- The following table sets forth for the period indicated the percentage relationship of certain items in the consolidated statement of operations to net revenues, and the percentage increase or decrease of such items as compared to the indicated prior period.
Relationship to Period to Relationship to Period to net revenues period $ net revenues period $ three months ended increase six months ended increase June 30, (decrease) June 30, (decrease) 2003 2002 03-02 2003 2002 03-02 ---- ---- ----- ---- ---- ----- Net revenues Advanced technology products 63.1% 64.3% (10.0%) 64.2% 66.4% (7.6%) Consumer products 36.9% 35.7% (5.1%) 35.8% 33.6% 1.8% ----- ----- ----- ----- 100.0% 100.0% (8.3%) 100.0% 100.0% (4.4%) Cost of goods sold, exclusive of depreciation 74.0% 73.3% (7.4%) 74.7% 71.9% (0.8%) ----- ----- ----- ----- Gross profit 26.0% 26.7% (10.7%) 25.3% 28.1% (13.8%) ----- ----- ----- ----- Selling, general and administrative 21.4% 16.7% 17.5% 21.6% 18.2% 13.6% Interest 1.0% 1.2% (19.6%) 1.1% 1.2% (15.2%) Depreciation and amortization 4.4% 3.9% 3.6% 4.5% 4.1% 6.0% ---- ---- ---- ---- 26.8% 21.8% 13.0% 27.2% 23.5% 10.8% ----- ----- ----- ----- Income (loss) before income taxes (0.8%) 4.9% (116.7%) (1.9%) 4.6% (139.3%) Income tax provision (benefit) (0.2%) 1.8% (116.9%) (0.7%) 1.7% (140.0%) ----- ---- ----- ---- Net income (loss) (0.6%) 3.1% (116.5%) (1.2%) 2.9% (138.8%) ===== ==== ===== ====
-9- Management Discussion - --------------------- During the six month period ended June 30, 2003 and for the comparable period ended June 30, 2002, approximately 37% and 24% respectively, of the Company's revenues were derived from contracts with agencies of the U.S. Government or their prime contractors. The Company's business is performed under fixed price contracts. Sales to the government are affected by defense budgets, U.S. & foreign policy and the level of military operations. As major international events continue to unfold, it is difficult to predict the impact on future financial results. In addition, the continued real and perceived threats to the airline industry have lowered commercial passenger traffic and have had a direct effect on revenues in the commercial aerospace markets and, consequently, on aerospace manufacturing. Results of Operations - --------------------- The Company's consolidated results of operations for the six month period ended June 30, 2003 when compared to the same six month period of 2002 showed a decrease in net revenues of 4.4% and a decrease in net income of approximately 138.8%. For the second quarter ended June 30, 2003, net revenues decreased approximately 8.3% with a decrease in net income of 116.5% compared to the same period of 2002. The decrease in revenues for the six month period and quarter ended June 30, 2003 is primarily the result of decreased sales and shipments at the Advanced Technology Group related to the previously reported decrease in commercial aircraft production. While revenues continue to reflect the overall economic softness in the commercial aerospace industry, the Company continues to be successful in procuring new applications and the backlog remains strong. During the first six months of 2003, the Company incurred significant front-end costs associated with prototype, preproduction and start-up activities in both the Advanced Technology Group (ATG) and the Consumer Products Group (CPG). These costs, consistent with accounting standards, are expensed as they occur and as such provide minimal or no benefit to revenue in the current period. Such costs contribute to the decrease in gross profit for the six month period ended June 30, 2003 when compared to the comparable period of 2002. Among these costs, which are being expensed on a current basis, are those related to the engineering and manufacturing of the Marine Corps' new combination bayonet and combat knife. As the result of an intensive two- year competition, the CPG was awarded a four million dollar order which began full production during the third quarter of this year is scheduled through 2004 and into the year 2005. Selling, general and administrative expenses increased as a percentage of revenues for both the six month period and quarter ended June 30, 2003 when compared to the same period in 2002. The Company has incurred expenses for costs dedicated to expanded sales and marketing activities, and additional procedures and professional expenses relative to the financial reporting and corporate disclosure requirements of the Sarbanes-Oxley Act. Interest expense decreased for both the six month period and the quarter ended June 30, 2003 when compared to the same period in 2002 due to market driven interest rate fluctuations and the decrease of institutional debt. The Company continues to take advantage of the tax benefit for extraterritorial sales, which is reflected in the effective tax rate of approximately 37%. -10- Liquidity and Capital Resources - ------------------------------- The Company's primary liquidity and capital requirements relate to the working capital needs; primarily inventory, accounts receivable, capital investments in facilities, machinery, tools/dies and equipment and principal/interest payments on indebtedness. The Company's primary sources of liquidity have been from positive cash flow from operations and from bank financing. The Company also has a $1,000,000 line of credit on which there was no balance outstanding at June 30, 2003. As of June 30, 2003 there are no material commitments for capital expenditures. Item 3. DISCLOSURE CONTROLS AND PROCEDURES - ------- ---------------------------------- Our management has reviewed our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15). Our management believes that as of the end of the Company's most recent fiscal quarter, such disclosure controls and procedures are adequate to ensure that material information relating to the Company is made known to management by others within the Company. In addition, our management reviewed our internal controls and, to management's knowledge, there have been no significant changes in the Company's internal controls or in other factors that could significantly affect internal controls subsequent to the date of their last evaluation. PART II OTHER INFORMATION Item 6. EXHIBITS AND REPORTS ON FORM 8-K - ------- -------------------------------- (a) Exhibits 31.1 Certification of Chief Financial Officer pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Executive Officer pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 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. 32.2 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. (b) Reports on Form 8-K An 8-K was filed on April 2, 2003 incorporating the Press Release of Servotronics, Inc. dated March 30, 2003. An 8-K was filed on May 15, 2003 incorporating the Press Release of Servotronics, Inc. dated May 14, 2003 FORWARD-LOOKING STATEMENTS In addition to historical information, certain sections of this Form 10-QSB 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 and profitability. Forward-looking statements involve numerous risks and uncertainties. The Company derives a material portion of its revenues from contracts with agencies of the U.S. Government or their prime contractors. The Company's business is performed under fixed price contracts and 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 and global competition, and difficulty in predicting defense 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, and market demand and acceptance both for the Company's products and its customers' products which incorporate Company-made components. The success of the Company also depends upon the trends of the economy, including interest rates, income tax laws, governmental regulation, legislation, population changes and those risk factors discussed elsewhere in this Form 10-QSB. 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. -11- SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: August 7, 2003 SERVOTRONICS, INC. By: /s/Lee D. Burns, Treasurer --------------------------------------- Lee D. Burns, Treasurer and Chief Financial Officer By: /s/ Raymond C. Zielinski, Vice President ---------------------------------------- Raymond C. Zielinski, Vice President -12- EX-31.1 3 exthirtyoneone.txt CERTIFICATION OF LEE BURNS Exhibit 31.1 CERTIFICATION I, Lee D. Burns, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Servotronics, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: August 7, 2003 /s/ Lee D. Burns, Chief Financial Officer ----------------------------------------- Lee D. Burns Chief Financial Officer -13- EX-31.2 4 exthirtyonetwo.txt CERTIFICATION OF NICHOLAS D. TRBOVICH Exhibit 31.2 CERTIFICATION I, Nicholas D. Trbovich, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Servotronics, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: August 7, 2003 /s/ Nicholas D. Trbovich, Chief Executive Officer ------------------------------------------------- Nicholas D. Trbovich Chief Executive Officer -14- EX-32.1 5 exthirtytwoone.txt CERTIFICATION OF LEE BURNS Exhibit 32.1 CERTIFICATION PURSUANT TO 18. U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Servotronics, Inc. (the "Company") on Form 10-QSB for the period ended June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Lee D. Burns, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Lee D. Burns, Chief Financial Officer ----------------------------------------- Lee D. Burns Chief Financial Officer August 7, 2003 -15- EX-32.2 6 exthirtytwotwo.txt CERTIFICATION OF N. TRBOVICH Exhibit 32.2 CERTIFICATION PURSUANT TO 18. U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Servotronics, Inc. (the "Company") on Form 10-QSB for the period ended June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Nicholas D. Trbovich, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Nicholas D. Trbovich, Chief Executive Officer ------------------------------------------------- Nicholas D. Trbovich Chief Executive Officer August 7, 2003 -16- -----END PRIVACY-ENHANCED MESSAGE-----