UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 16, 2015
Servotronics, Inc.
(Exact name of registrant as specified in its charter.)
Commission File Number: 001-07109
| Delaware | 16-0837866 | |
| (State or other jurisdiction | (IRS Employer | |
| of incorporation) | Identification No.) |
1110 Maple Street
Elma, New York 14059-0300
(Address of principal executive offices, including zip code)
(716) 655-5990
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.02. | Results of Operations and Financial Condition |
On November 16, 2015 Servotronics, Inc. issued a press release announcing its financial results for the period ended September 30, 2015. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information set forth in Items 2.02 and 9.01 of this Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of Servotronics, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.
| Item 9.01. | Financial Statements and Exhibits |
The following are filed as exhibits to this Current Report on Form 8-K:
| 99.1 | Servotronics, Inc. Press Release issued on November 16, 2015. |
Signature(s)
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 16, 2015
| Servotronics, Inc. | ||
| By: | /s/ Cari L. Jaroslawsky, Chief Financial Officer | |
| Cari L. Jaroslawsky | ||
| Chief Financial Officer | ||
Exhibit Index
| Exhibit No. | Description | |
| 99.1 | Servotronics, Inc. Press Release issued on November 16, 2015. |
| [Servotronics, Inc. Letterhead] | Exhibit 99.1 |
1110 Maple Street ¨ P.O. Box 300 ¨ Elma, New York 14059-0300 ¨ 716-655-5990 ¨ FAX 716-655-6012
| November 16, 2015 | SERVOTRONICS, INC. ANNOUNCES | |
| RESULTS FOR THE THREE AND NINE MONTHS | ||
| ENDED SEPTEMBER 30, 2015 |
Elma, NY – Servotronics, Inc. (NYSE MKT – SVT) a designer and manufacturer of servo-control components and other advanced technology products announced today the results of its operations for the three and nine months ended September 30, 2015. Revenue grew over 20% for the three month period ended September 30, 2015 from $8,031,000 to $9,709,000 and net income was $744,000 (or $0.34 per share Basic, $0.33 Diluted). Revenue for the nine month period ended September 30, 2015 grew approximately 18% from $23,016,000 to $27,122,000 and net income was $4,136,000 (or $1.90 per share Basic, $1.83 Diluted). The growth in revenue is the result of increases in commercial shipments at the Company’s two operating segments.
“We are very pleased with the results for the first three quarters of the year,” commented Kenneth Trbovich, President of Servotronics. “Our multi-year investment plan at the CPG is nearing completion and we are now manufacturing in the newly constructed facility. We have made substantial improvements to our operating efficiencies and will continue to focus on our programs of continuous improvement at both the ATG and CPG. We believe that these investments in the Company today will help us build the foundation that will be necessary for us to achieve our long-term goals for growth in sales and profitability.”
Net Loss for the three and nine month periods of 2014 was $3,301,000 (or ($1.54) per share Basic, ($1.46) Diluted) and $2,999,000 (or ($1.40) per share Basic, ($1.32) Diluted), respectively. Excluding non-recurring items, the Company generated adjusted net income for the three and nine months ended September 30, 2015 of $744,000 and $1,199,000, respectively, compared to $324,000 and $610,000 for the same periods in 2014. The results for 2014 include an arbitration-related charge in the third quarter of 2014 while the results for 2015 include the related insurance settlement in the first quarter of 2015.
Reconciliation of Non-GAAP Financial Measures
This press release contains financial information determined by methods other than in accordance with U.S. Generally Accepted Accounting Principles, (“GAAP”). The Company’s management uses the non-GAAP measure “adjusted net income” in their analysis of the Company’s performance. This measure, as used by Servotronics, adjusts net income determined in accordance with GAAP to reflect changes in financial results associated with the highlighted charges and income items. Management believes the presentation of this financial measure reflecting these non-GAAP adjustments provides important supplemental information in evaluating the operating results of the Company as distinct from results that include items that are not indicative of ongoing operating results. This non-GAAP disclosure has limitations as an analytical tool, should not be viewed as a substitute for net earnings determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of the Company’s results as reported under GAAP, nor is it necessarily comparable to non-GAAP performance measures that may be presented by other companies. This supplemental presentation should not be construed as an inference that the Company’s future results will be unaffected by similar adjustments to net income determined in accordance with GAAP.
Included below is a reconciliation of non-GAAP adjusted financial measures to reported amounts ($000’s omitted).
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| Net Income (loss) reconciliation | 2015 | 2014 | 2015 | 2014 | ||||||||||||
| As reported net income (loss) | $ | 744 | $ | (3,301 | ) | $ | 4,136 | $ | (2,999 | ) | ||||||
| Non-GAAP adjustments, net of tax | ||||||||||||||||
| Non-recurring arbitration award expense | - | 3,625 | 33 | 3,609 | ||||||||||||
| Non-recurring insurance settlement related to arbitration | - | - | (2,970 | ) | - | |||||||||||
| Non-GAAP adjusted net income | $ | 744 | $ | 324 | $ | 1,199 | $ | 610 | ||||||||
| Per share amounts | ||||||||||||||||
| Non-GAAP adjusted net income per share (basic) | $ | 0.34 | $ | 0.15 | $ | 0.55 | $ | 0.28 | ||||||||
| Basic weighted average common shares | 2,179 | 2,138 | 2,179 | 2,141 | ||||||||||||
The Company is composed of two groups – the ATG and the CPG. The ATG primarily designs, develops and manufactures servo controls and other components for various commercial and government applications (i.e., aircraft, jet engines, missiles, manufacturing equipment, etc.). The CPG designs and manufactures cutlery, bayonets, pocket knives, machetes and combat knives, survival, sporting, agricultural knives and other edged products for both commercial and government applications.
FORWARD-LOOKING STATEMENTS
Certain paragraphs of this release 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 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 revenue 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, 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, difficulty in predicting defense appropriations, the vitality and ability of the commercial aviation industry to purchase new aircraft, the willingness and ability of the Company's customers to fund long-term purchase programs, market demand and acceptance both for the Company's products and its customers' products which incorporate Company-made components and the ability of the Company to successfully execute its strategic plans. The success of the Company also depends upon the trends that affect the national and international economy. 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.
SERVOTRONICS, INC. (SVT) IS LISTED ON NYSE MKT