UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

Form 10-Q

(Mark One)

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

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

For the quarterly period ended September 30, 20202021

or

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

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

Commission File No. 1-07109

SERVOTRONICS, INC.INC.

(Exact name of registrant as specified in its charter)

Delaware
16-0837866

Delaware

16-0837866

(State or other jurisdiction of incorporation or organization)

(I. R. S. Employer Identification No.)

1110 Maple Street

Elma, New York14059

(Address of principal executive offices) (zip code)

(716) (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 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.x

Yes No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes 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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class

Class

Outstanding at October 26, 202018, 2021

Common Stock, $.20 par value

2,488,427

2,491,667

Table of Contents

INDEX

Page No.

Page No.

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements (Unaudited):

a)     Condensed Consolidated Balance Sheets, September30,September 30, 2021 and December 31, 2020 and December31, 2019 (Audited)

3

b)     Condensed Consolidated Statements of Operations for the three and nine months ended September30,September 30, 2021 and 2020 and 2019

4

c)     Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2021 and 2020

5

d)     Condensed Consolidated Statement of Cash Flows for the nine months ended September30,September 30, 2021 and 2020 and 2019

5

6

d)e)     Notes to Condensed Consolidated Financial StatementsStatement

6

7

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

19

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

25

Item 4.

Controls and Procedures

25

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

26

Item 1A.

Risk Factors

26

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

26

Item 3.

Defaults Upon Senior Securities

26

Item 4.

Mine Safety Disclosures

27

26

Item 5.

Other Information

27

26

Item 6.

Exhibits

27

Forward-Looking Statements

27

Signatures

28

- 2 -

SERVOTRONICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

($000’s omitted except share and per share data)

  September 30,  December 31, 
  2020  2019 
  (Unaudited)  (Audited) 
Current assets:        
Cash $7,468  $2,029 
Accounts receivable, net  6,769   13,183 
Inventories, net  25,153   20,151 
Prepaid income taxes  768   416 
Other current assets  670   522 
Total current assets  40,828   36,301 
         
Property, plant and equipment, net  12,360   12,717 
         
Deferred income taxes  107   107 
         
Other non-current assets  337   345 
         
Total Assets $53,632  $49,470 
         
Liabilities and Shareholders' Equity        
         
Current liabilities:        
Current portion of long-term debt $548  $548 
Current portion of equipment financing lease obligations  301   301 
Dividend payable  16   17 
Accounts payable  3,245   4,458 
Accrued employee compensation and benefits costs  2,289   2,283 
Other accrued liabilities  752   1,035 
Total current liabilities  7,151   8,642 
         
Long-term debt  9,290   5,170 
         
Post retirement obligation  2,423   2,126 
         
Shareholders' equity:        
Common stock, par value $0.20; authorized 4,000,000
shares; issued 2,614,506 shares; outstanding
2,401,001 (2,399,576 - 2019) shares
 
 
 
 
 
 
 
 
523
 
 
 
 
 
 
 
 
 
 
 
523
 
 
 
Capital in excess of par value  14,459   14,358 
Retained earnings  21,565   20,484 
Accumulated other comprehensive income  98   98 
Employee stock ownership trust commitment  (460)  (460)
Treasury stock, at cost 126,079 (127,504 - 2019) shares  (1,417)  (1,471)
Total shareholders' equity  34,768   33,532 
         
Total Liabilities and Shareholders' Equity $53,632  $49,470 

See notes to condensed consolidated financial statements

- 3 -

SERVOTRONICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

($000’s omitted except per share data)

(Unaudited)

  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
  2020  2019  2020  2019 
Revenue $10,297  $12,362  $39,249  $38,432 
                 
Costs of goods sold, inclusive of depreciation and amortization  10,462   8,827   31,682   29,555 
Gross margin (loss) income  (165)  3,535   7,567   8,877 
                 
Operating Expenses:                
Selling, general and administrative  2,096   2,134   6,112   6,436 
Interest expense  42   31   134   88 
                 
Total operating expenses  2,138   2,165   6,246   6,524 
                 
(Loss) income before income tax provision  (2,303)  1,370   1,321   2,353 
                 
Income tax (benefit) provision  (521)  238   240   409 
                 
Net (loss) income $(1,782) $1,132  $1,081  $1,944 
                 
Income per share:                
Basic                
Net (loss) income per share $(0.75) $0.49  $0.46  $0.84 
                 
Diluted                
Net (loss) income per share $(0.75) $0.47  $0.45  $0.82 

September 30, 

December 31, 

    

2021

    

2020

(Unaudited)

(Audited)

Current assets:

 

  

 

  

Cash

$

11,826

$

5,935

Accounts receivable, net

 

8,151

 

7,636

Other receivables-employee retention credit (ERC)

1,028

Inventories, net

 

20,620

 

23,406

Prepaid income taxes

 

465

 

483

Other current assets

 

626

 

383

Total current assets

 

42,716

 

37,843

 

 

  

Property, plant and equipment, net

 

11,048

 

12,017

 

 

  

Deferred income taxes

 

125

 

137

 

 

  

Other non-current assets

 

324

 

331

 

  

 

  

Total Assets

$

54,213

$

50,328

 

  

 

  

Liabilities and Shareholders’ Equity

 

  

 

  

Current liabilities:

 

 

  

Current portion of long-term debt

$

423

$

2,334

Current portion of capitalized loan/lease obligations

 

378

 

301

Dividend payable

 

 

12

Accounts payable

 

1,568

 

1,599

Accrued employee compensation and benefits costs

 

2,158

 

1,649

Other accrued liabilities

 

3,553

 

874

Total current liabilities

 

8,080

 

6,769

Long-term debt

 

4,829

 

7,293

Post retirement obligation

 

2,556

 

2,529

 

  

 

  

Shareholders’ equity:

 

  

 

  

Common stock, par value $0.20; authorized 4,000,000 shares; issued 2,614,506 shares; outstanding 2,419,923 (2,416,683 - 2020) shares

 

523

 

523

Capital in excess of par value

 

14,498

 

14,481

Retained earnings

 

26,768

 

21,803

Accumulated other comprehensive loss

 

(1,310)

 

(1,356)

Employee stock ownership trust commitment

 

(359)

 

(359)

Treasury stock, at cost 122,839 (126,079 - 2020) shares

 

(1,372)

 

(1,355)

Total shareholders’ equity

 

38,748

 

33,737

 

 

  

Total Liabilities and Shareholders’ Equity

$

54,213

$

50,328

See notes to condensed consolidated financial statements

- 43 -

SERVOTRONICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSOPERATIONS

($000’s omitted)omitted except per share data)

(Unaudited)

  Nine Months Ended 
  September 30, 
  2020  2019 
Cash flows related to operating activities:        
Net Income $1,081  $1,944 
Adjustments to reconcile net income to net cash        
generated/(used) by operating activities:        
Depreciation and amortization  1,072   902 
Gain on disposal of property  (1)  (7)
Stock based compensation  255   239 
Decrease in doubtful accounts  (150)  (29)
Increase/(decrease) in inventory reserve  240   (55)
Decrease in warranty reserve  (133)  (8)
         
Change in assets and liabilities:        
Accounts receivable  6,564   (334)
Inventories  (5,242)  (4,674)
Prepaid income taxes  (352)  314 
Other current assets  (148)  234 
Other non-current assets  1   (125)
Accounts payable  (1,213)  848 
Accrued employee compensation and benefit costs  6   264 
Other accrued liabilities  147   228 
Accrued income taxes  -   14 
         
Net cash generated/(used) by operating activities  2,127   (245)
         
Cash flows related to investing activities:        
Capital expenditures - property, plant and equipment  (708)  (1,660)
Proceeds from sale of assets  -   94 
Note Receivable  -   (125)
Net cash (used) by investing activities  (708)  (1,691)
         
Cash flows related to financing activities:        
Principal payments on long-term debt  (410)  (411)
Principal payments on equipment financing lease obligations  (220)  (208)
Proceeds from equipment note and equipment financing lease obligations  -   676 
Proceeds from the line of credit  750   1,000 
Purchase of treasury shares  (100)  (157)
Proceeds from paycheck protection program  4,000   - 
Cash dividend  -   (404)
Net cash generated by financing activities  4,020   496 
Net increase/(decrease) in cash  5,439   (1,440)
Cash at beginning of period  2,029   2,598 
Cash at end of period $7,468  $1,158 
Supplemental Cash Flow Information:        
Equipment acquired through financing paid directly to vendor $-  $286 

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

    

2021

    

2020

    

2021

    

2020

Revenue

$

10,915

$

10,297

$

30,003

$

39,249

 

Costs of goods sold, inclusive of depreciation and amortization

 

9,143

10,462

25,366

31,682

Gross margin income/(loss)

 

1,772

(165)

4,637

7,567

 

Operating Expenses:

 

Selling, general and administrative

 

2,721

2,096

6,903

6,112

Legal settlement awards

1,890

1,890

Total operating expenses

4,611

2,096

8,793

6,112

Operating (loss)/income

(2,839)

(2,261)

(4,156)

1,455

Other income/(expense):

 

Employee retention credit (ERC)

 

1,978

5,622

Paycheck Protection Program loan forgiveness

 

4,000

4,000

Interest expense

 

(5)

(42)

(132)

(134)

Total other income/(expense)

 

5,973

(42)

9,490

(134)

 

Income/(loss) before income tax provision

 

3,134

(2,303)

5,334

1,321

Income tax (benefit)/ provision

 

(104)

(521)

369

240

 

Net income/(loss)

$

3,238

$

(1,782)

$

4,965

$

1,081

Income per share:

Basic

Net income (loss) per share

$

1.34

$

(0.75)

$

2.07

$

0.46

Diluted

Net income (loss) per share

$

1.34

$

(0.75)

$

2.06

$

0.45

See notes to condensed consolidated financial statements

- 4 -

SERVOTRONICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

($000’s omitted except per share data)

(Unaudited)

Three Months Ended

Nine Months Ended

September 30,

September 30,

    

2021

    

2020

    

2021

    

2020

Net income/(loss)

$

3,238

    

$

(1,782)

$

4,965

$

1,081

Other comprehensive income items:

 

  

 

  

 

 

Actuarial gain

 

19

 

 

58

 

Income tax expense on actuarial gain

(4)

(12)

Other comprehensive income:

 

  

 

  

 

 

Retirement benefits adjustments, net of income taxes

15

46

Total comprehensive income (loss)

$

3,253

$

(1,782)

$

5,011

$

1,081

See notes to condensed consolidated financial statements

- 5 -

SERVOTRONICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

($000’s omitted except per share data)

(Unaudited)

Nine Months Ended

September 30, 

    

2021

    

2020

Cash flows related to operating activities:

 

  

 

  

Net Income

$

4,965

$

1,081

Adjustments to reconcile net income to net cash generated/(used) by operating activities:

 

 

  

Paycheck Protection Program loan forgiveness

(4,000)

Depreciation and amortization

 

1,043

 

1,072

Gain on disposal of property

 

 

(1)

Stock based compensation

 

81

 

255

Decrease in doubtful accounts

 

(34)

 

(150)

(Decrease)/increase in inventory reserve

 

(75)

 

240

Increase/(decrease) in warranty reserve

 

14

 

(133)

Deferred income taxes

12

Change in assets and liabilities:

 

 

Accounts receivable

 

(481)

 

6,564

Other receivables: employee retention credit

(1,028)

Inventories

 

2,861

 

(5,242)

Prepaid income taxes

 

18

 

(352)

Other current assets

 

(242)

 

(148)

Other non-current assets

 

 

1

Accounts payable

 

(31)

 

(1,213)

Dividends payable

(12)

(1)

Accrued employee compensation and benefit costs

 

509

 

6

Other accrued liabilities

2,665

147

Postretirement benefits

73

Net cash generated by operating activities

 

6,338

 

2,126

 

  

 

  

Cash flows related to investing activities:

 

  

 

  

Capital expenditures - property, plant and equipment

 

(68)

 

(708)

Net cash (used) by investing activities

(68)

(708)

Cash flows related to financing activities:

 

  

 

  

Principal payments on long-term debt

 

(911)

 

(410)

Principal payments on equipment financing lease obligations

 

(271)

 

(220)

Proceeds from equipment note and equipment financing lease obligations

384

Proceeds from the line of credit

 

500

 

750

Purchase of treasury shares

(81)

(100)

Proceeds from Paycheck Protection Program

4,000

Net cash (used) generated by financing activities

 

(379)

 

4,020

Net increase in cash

 

5,891

 

5,438

Cash at beginning of period

 

5,935

 

2,029

Cash at end of period

$

11,826

$

7,467

See notes to condensed consolidated financial statements

- 6 -

SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.

1.           Basis of Presentation

The accompanying unaudited condensed consolidated financial statements (“consolidated financial statements”) have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by United States generally accepted accounting principles for complete financial statements.

The accompanying consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. All such adjustments are of a normal recurring nature. Operating results for the three and nine months ended September 30, 20202021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020.2021. The consolidated financial statements should be read in conjunction with the 20192020 annual report and the notes thereto.

2.

2.           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 currency and coins owned by the Company as well as all deposits in the bank including checking accounts and savings 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 $188,000$154,000 at September 30, 20202021 and $337,000$188,000 at December 31, 2019.2020. The Company does not accrue interest on past due receivables.

Revenue Recognition

Revenues are recognized at the time of shipment of goods, transfer of title and customer acceptance, as required. 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.

- 6 -

SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

- 7 -

SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 September 30, 20202021 and December 31, 20192020 under the guidance of ASC460 the Company has recorded a warranty reserve of approximately $287,000$396,000 and $420,000,$382,000, respectively. This amount is reflected in other accrued expenses in the accompanying consolidated balance sheets. 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 two2 years are applied to the gross value of the inventory through a reserve of approximately $1,677,000$1,645,000 and $1,437,000$1,720,000 at September 30, 20202021 and December 31, 2019,2020, respectively. Pre-production and start-up costs are expensed as incurred.

- 7 -

SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The purchase of suppliers’ minimum economic quantities of material such as steel, etc. may result in a purchase of quantities exceeding one year of customer requirements. Also, in order to maintain a reasonable and/or agreed to lead time, certain larger quantities of other product support items may have to be purchased and may result in over one1 year’s supply. These amounts are not included in the inventory reserve discussed above.

Shipping and Handling Costs

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

Property, Plant and Equipment

Property, plant and equipment is carried at cost; expenditures for new facilities and equipment and expenditures which substantially increase the useful lives of existing plant and equipment are capitalized; expenditures for maintenance and repairs are expensed as incurred. Upon disposal of properties, the related cost and accumulated depreciation are removed from the respective accounts and any profit or loss on disposition is included in income.

- 8 -

SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Depreciation is provided on the basis of estimated useful lives of depreciable properties, primarily by the straight-line method for financial statement purposes and by accelerated methods for income tax purposes. Depreciation expense includes the amortization of right-of-use (“ROU”) assets accounted for as finance leases. The estimated useful lives of depreciable properties are generally as follows:

Buildings and improvements

5-40 years

Machinery and equipment

5-20 years

Tooling

3-5

3‑5 years

Income Taxes

For the Nine Months Ended

September 30, 

    

2021

    

2020

    

% Change

 

 For the Nine Months    
 Ended    
 September 30,    
 2020  2019  % Change 
 ($000's omitted)    
Income tax expense $240  $409   (41.3)%

($000’s omitted)

Income Tax Expense

 

$

369

 

$

240

 

53.8

%

Effective tax rate  18.2%  17.4% 0.8%

 

6.9

%  

18.2

%  

(62.1)

%

The higherdecrease in the effective tax rate during the nine months ended September 30, 20202021 was primarily due to a decrease in permanent deductible expenses.

In response to COVID-19,expenses, primarily the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act) was signed into law on March 27, 2020. The CARES Act provides numerous tax provisionsPPP loan forgiveness and other stimulus measures, including temporary changes regardingpermanent differences. In addition, there are other permanent deductions that decreased the prioreffective tax rate and future utilization of net operating losses, temporary suspension of certain payment requirements forour investments in research and development has increased the employer portion of Social Security taxes, technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property, and the creation of certain refundable employee retention credits. The Company is currently evaluating the impact of these measures on its consolidated financial statements. If these measures are determined to be applicable to the Company, they may result in cash refunds and an income tax benefit recorded in the consolidated statement of operations.

- 8 -

SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

R&D credit.

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities, as well as operating loss and credit carryforwards. The Company and its subsidiaries file a consolidated federal income tax return, combined New York, Texas, California and TexasConnecticut state income tax returns and variousa separate Arkansas state income tax returns.

return.

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 September 30, 20202021 or December 31, 2019,2020, and did not recognize any interest and/or penalties in its consolidated statements of operationsincome and (loss) during the three and nine months ended September 30, 20202021 and 2019.2020. The Company did not have any material uncertain tax positions or unrecognized tax benefits or obligations as of September 30, 20202021 and December 31, 2019. On July 16,2020. The 2017 through 2020 the Company was notified that the 2017 federal income tax return was randomly selected for examination. The 2016 through 2019 federal and state tax returns remain subject to examination.

Supplemental Cash Flow Information

Income taxes paid during the nine months ended September 30, 20202021 and 20192020 amounted to approximately $425,000$345,000 and $0,$425,000, respectively. Interest paid during the nine months ended September 30, 20202021 and 20192020 amounted to approximately $110,000 and $116,000, and $88,000, respectively.

Employee Stock Ownership Plan

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

- 9 -

SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 Consumer Products Group (“CPG”), 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 September 30, 20202021 and December 31, 2019.

2020.

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 to classifications adopted in the current period.

Research and Development Costs

Research and development costs are expensed as incurred.

- 9 -

SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

Fair Value of Financial Instruments

The carrying amount of cash, accounts receivable, accounts payable and accrued expenses are reasonable estimates of their fair value due to their short maturity. Based on variable interest rates and the borrowing rates currently available to the Company for loans similar to its long-term debt, the fair value approximates its carrying amount.

Recent Accounting Pronouncements Adopted

3.Inventories

We consider the applicability and impact of all accounting standards updates (ASUs). Recent ASUs were assessed and determined to be either not applicable, or had and are expected to have minimal impact on our financial statements and related disclosures.

  September 30,  December 31, 
  2020  2019 
  ($000's omitted) 
Raw material and common parts $17,599  $14,707 
Work-in-process  4,700   4,158 
Finished goods  4,531   2,723 
   26,830   21,588 
Less inventory reserve  (1,677)  (1,437)
Total inventories $25,153  $20,151 

4.Property, Plant and Equipment

  September 30,  December 31, 
  2020  2019 
  ($000's omitted) 
Land $7  $7 
Buildings  11,641   11,017 
Machinery, equipment and tooling  20,820   20,695 
Construction in progress  222   331 
   32,690   32,050 
Less accumulated depreciation and amortization  (20,330)  (19,333)
Total property, plant and equipment $12,360  $12,717 

3.           Inventories

September 30, 

December 31, 

    

2021

    

2020

($000’s omitted)

Raw material and common parts

$

16,266

$

16,989

Work-in-process

 

2,760

 

4,273

Finished goods

 

3,239

 

3,864

 

22,265

 

25,126

Less inventory reserve

 

(1,645)

 

(1,720)

Total inventories

$

20,620

$

23,406

- 10 -

SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

4.           Property, Plant and Equipment

    

September 30, 

    

December 31, 

2021

2020

($000’s omitted)

Land

$

7

$

7

Buildings

 

11,363

 

11,359

Machinery, equipment and tooling

 

21,193

 

21,146

Construction in progress

 

215

 

198

 

32,778

 

32,710

Less accumulated depreciation and amortization

 

(21,730)

 

(20,693)

Total property, plant and equipment

$

11,048

$

12,017

Depreciation and amortization expense amounted to approximately $356,000$329,000 and $339,000$356,000 for the three months ended September 30, 20202021 and 2019,2020, respectively. Amortization expense primarily related to ROU assets amounted to approximately $15,000$8,000 and $18,000$15,000 for the three months ended September 30, 20202021 and 2019,2020, respectively. Depreciation and amortization expense amounted to approximately $1,072,000$1,043,000 and $902,000$1,072,000 for the nine months ended September 30, 20202021 and 2019,2020, respectively. Amortization expense, primarily related to ROU assets, amounted to approximately $50,000$42,000 and $59,000$50,000 for the nine months ended September 30, 20202021 and 2019,2020, 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.

- 10 -

SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2020,2021, there is approximately $222,000$215,000 ($331,000198,000 – December 31, 2019)2020) of construction in progress (CIP) included in property, plant and equipment all of which is related to capital projects. There is approximately $192,000$214,000 for machinery & equipment; $22,000equipment and self-constructed assets ($191,000 – December 2020), $0 for computer equipment ($7,000 – December 2020) and $1,000 for building improvements and $8,000 for IT equipment and software, not yet put into service.($0 – December 2020) primarily related to the at the Advanced Technology Group.

5.Long-Term Debt

  September 30,  December 31, 
  2020  2019 
  ($000's omitted) 
Paycheck protection program payable to financial institutions: Interest rate of 1% per annum.  Unforgiven portion is payable monthly until April 20, 2022 (A) $4,000  $- 
         
Line of credit payable to a financial institution; Interest rate option of bank prime  or Libor plus 1.65% (B)(C)  3,750   3,000 
         
Term loan payable to a financial institution; Interest rate option of bank prime or Libor plus 1.4% (1.556% as of September 30,2020), monthly principal payments of $21,833 through 2021 with a balloon payment of $786,000 due December 1, 2021(C).  1,114   1,310 
         
Term loan payable to a financial institution; Interest rate option of bank prime or Libor plus 1.4% (1.556% as of September 30,2020), monthly principal payments of $23,810 through December 1, 2021(C).  357   571 
         
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 1.8259% - 1.835015% as of June 30, 2020)(D)  569   670 
         
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)(E)  349   468 
   10,139   6,019 
Less current portion  (849)  (849)
  $9,290  $5,170 

-11-

- 11 -

SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

5.           Long-Term Debt

September 30, 

December 31, 

    

2021

    

2020

($000’s omitted)

Paycheck protection progam payable to financial institutions: Interest rate of 1% per annum. Unforgiven portion is payable monthly until April 20, 2022 (A)

$

0

$

4,000

Line of credit payable to a financial institution; Interest rate option of bank prime or Libor plus 2.15% (B)(C)

4,250

3,750

Term loan payable to a financial institution; Interest rate option of bank prime or Libor plus 1.486%, monthly principle payments of $21,833 through 2021 with a balloon payment of $286,000 due December 1, 2021(C).

352

1,048

 

 

  

Term loan payable to a financial institution; Interest rate option of bank prime or Libor plus 1.486%, monthly principal payments of $23,810 through December 1, 2021 (C).

 

71

 

286

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 1.795535% - 1.835015% as of September 30, 2021.(D)

 

765

 

534

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)(E)

192

310

 

5,630

 

9,928

Less current portion

 

(801)

 

(2,635)

Long-term debt

$

4,829

$

7,293

A.)On April 21, 2020, the Company executed a promissory note (the “Note”) in the amount of $4,000,000 as part of the Paycheck Protection Program (the “PPP Loan”) administered by the Small Business Administration (the “SBA”) and authorized under the Coronavirus Aid, Relief, and Economic Security Act (the CARES“CARES Act”). The PPP Loan is being made through the Bank of America, NA (the “Lender”). The term of the PPP Loan is two years with an annual interest rate of 1.00%. Payments on the unforgiven amount of principal, if any, and interest on the PPP Loan will be deferred until the date on which loan forgiveness is determined or 10 months after the end of the borrower’s covered period if forgiveness is not requested.

The Company used approximately 60% of the PPP Loan proceeds to pay for payroll costs and the balance on other eligible qualifying expenses consistent with the terms of the PPP and submitted its forgiveness application to the Lender during the third quarter of 2021. During the third quarter, the entire loan in the amount of $4,000,000 and the accrued interest of $57,000 was forgiven by the SBA and a gain of $4,057,000 was recorded in “Other income/(expense)” in the Company’s condensed consolidated statements of operations.

B.)As of March 20, 2020, theThe Company increased itshas a $6,000,000 line of credit from $4,000,000 to $6,000,000. As of July 31, 2020, the Company extended the line of credit to expire December 21, 2022. As of July 31, 2020, thecredit. The interest rate is a rate per year is equal to the bank’s prime rate or Libor plus 1.65%2.15%. In addition, the Company is required to pay a commitment fee of 0.25% per year on the unused portion of the line of credit. There was $3,750,000$4,250,000 balance outstanding at September 30, 20202021 and $3,000,000$3,750,000 balance at December 31, 2019.2020.

C.)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 September 30, 20202021 and December 31, 20192020 the Company was in compliance with these covenants.

- 12 -

SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

D.)The Company had an equipment loan facility in the amount of $2,500,000$1,000,000 available until November 30, 2019.July 9, 2021. This line wasis non-revolving and non-renewable. The Company used approximately $721,000 of the available funds for the purchase of machinery and equipment. 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. During the nine months ended September 30, 2021, approximately $384,000 was drawn on this facility. There was approximately $569,000$765,000 outstanding at September 30, 20202021 and $670,000$534,000 balance outstanding at December 31, 2019.2020.

E.)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 $349,000$192,000 outstanding at September 30, 20202021 and $468,000$310,000 at December 31, 2019.2020.

The Company has an equipment loan facility in the amount of $1,000,000 available until July 9, 2021. 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 is nothing outstanding as of September 30, 2020 and at December 31, 2019.

Remaining principal maturities of long-term debt are as follows: 2020 - $219,000, 2021 - $1,635,000,$524,000, 2022 - $4,038,000,$4,614,000, 2023 - $154,000 and$231,000, 2024 - $93,000.$178,000, 2025 - $77,000 and 2026 - $6,000. Remaining principal payments and interest payments for the capital note and capital equipment financing lease obligations for each of the next five years: (Excluding PPP Loan)

September 30, 

December 31, 

    

Year

    

2021

    

2020

($000’s omitted)

 

2021

$

137

 

$

331

 

2022

393

 

316

 

2023

246

 

169

 

2024

188

 

112

 

2025+

90

 

Total principal and interest payments

 

1,054

 

928

Less amount representing interest

 

(97)

 

(83)

Present value of net minimum lease payments

 

957

 

845

Less current portion

 

(378)

 

(301)

Long-term principle payments

$

579

$

544

-12-6.Postretirement Benefit Plan

The Company provides certain postretirement health and life insurance benefits for the Company’s Chief Executive Officer and President, and a former executive of the Company (the Plan). Upon retirement and after attaining at least the age of 65, the Company will pay the annual cost of health insurance coverage and provide life insurance offered at the time of retirement. The Plan also provides a benefit to reimburse the participants of certain out-of-pocket medical or health related expenses. The retirees’ insurance benefits cease upon the death of the retired executive. The Plan is unfunded and the projected benefit obligation is actuarially determined on an annual basis as of December 31. Quarterly projections are developed from the annual actuarial valuation as adjusted for actual benefit costs during the quarter. Inherent in these valuations are key assumptions, including the discount rate and expected service and interest costs. As of September 30, 2021 and December 31, 2020 the future accumulated postretirement benefit obligation was approximately $2,556,000 and $2,529,000, respectively and has been accrued and reflected in Post Retirement Obligation in the accompanying condensed consolidated balance sheets.

Benefit cost for the three months ended September 30, 2021 and 2020 totaled $48,000 and $98,000, respectively. Benefit costs for the nine months ended September 30, 2021 and 2020 totaled $143,000 and $296,000, respectively.

- 13 -

SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     September 30,  December 31, 
  Year  2020  2019 
     ($000's omitted)    
   2020  $83 $331 
   2021   331  331 
   2022   316  316 
   2023   169  169 
   2024   97  97 
Total principal and interest payments      996  1,244 
Less amount representing interest      (78) (106) 
Present value of net minimum lease payments      918  1,138 
Less current portion      (301) (301) 
Long term principle payments     $617  $837 

-13-(Unaudited)

SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

6.7.           Shareholders’ Equity

 Nine-month Period Ended September 30, 2020 
    Accumulated            
    Other    Capital in      Total 
 Retained Comprehensive  Common Stock excess of    Treasury shareholders' 
 Earnings  Income    par value  ESOT stock equity 
January 1, 2020 $20,484  $98  $523  $14,358  $(460) $(1,471) $33,532 
                            

Nine-month Period Ended September 30, 2021

Accumulated

  

  

  

  

  

Other

  

Capital in

  

Total

Retained

Comprehensive

excess of

Treasury

shareholders’

    

Earnings

    

Income

    

Common Stock

    

par value

    

ESOT

    

stock

    

equity

 

  

 

  

 

  

 

  

 

  

 

  

 

  

December 31, 2020

 

$

21,803

$

(1,356)

$

523

$

14,481

$

(359)

$

(1,355)

$

33,737

 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Retirement benefits adjustment

0

15

0

0

0

0

15

Stock based compensation

 

 

0

 

0

 

0

 

11

 

0

 

20

 

31

Purchase of treasury shares  -   -   -   -   -   (100)  (100)

 

 

0

 

0

 

0

 

0

 

0

 

(81)

 

(81)

Net Income

 

 

541

 

0

 

0

 

0

 

0

 

0

 

541

March 31, 2021

$

22,344

$

(1,341)

$

523

$

14,492

$

(359)

$

(1,416)

$

34,243

Retirement benefits adjustment

0

16

0

0

0

0

16

Stock based compensation  -   -   -   33   -   52   85 

0

0

0

5

0

20

25

Net Income  1,898   -   -   -   -   -   1,898 

1,186

0

0

0

0

0

1,186

                            
March 31, 2020 $22,382  $98  $523  $14,391  $(460) $(1,519) $35,415 
                            

June 30, 2021

$

23,530

$

(1,325)

$

523

$

14,497

$

(359)

$

(1,396)

$

35,470

Retirement benefits adjustment

0

15

0

0

0

0

15

Stock based compensation  -   -   -   39   -   48   87 

0

0

0

1

0

24

25

Net Income  965   -   -   -   -   -   965 

 

3,238

 

0

 

0

 

0

 

0

 

0

 

3,238

                            
June 30, 2020 $23,347  $98  $523  $14,430  $(460) $(1,471) $36,467 
                            
Stock based compensation  -   -   -   29   -   54   83 
Net Loss  (1,782)  -   -   -   -   -   (1,782)
                            
September 30, 2020 $21,565  $98  $523  $14,459  $(460) $(1,417) $34,768 

September 30, 2021

 

$

26,768

$

(1,310)

$

523

$

14,498

$

(359)

$

(1,372)

$

38,748

 Nine-month Period Ended September 30, 2019 
    Accumulated            
    Other     Capital in       Total 
 Retained Comprehensive Common Stock excess of     Treasury  shareholders' 
 Earnings  Income    par value ESOT stock equity 
January 1, 2019 $18,788  $35  $523  $14,250  $(561) $(1,522) $31,513 
                            

Nine-month Period Ended September 30, 2020

Accumulated

  

  

  

  

  

Other

  

Capital in

  

Total

Retained

Comprehensive

excess of

Treasury

shareholders’

    

Earnings

    

Income

    

Common Stock

    

par value

    

ESOT

    

stock

    

equity

December 31, 2019

 

$

20,484

$

98

$

523

$

14,358

$

(460)

$

(1,471)

$

33,532

 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Stock based compensation

0

0

0

33

0

52

85

Purchase of treasury shares  -   -   -   -   -   (128)  (128)

 

 

0

 

0

 

0

 

0

 

0

 

(100)

 

(100)

Net Income

 

 

1,898

 

0

 

0

 

0

 

0

 

0

 

1,898

March 31, 2020

$

22,382

$

98

$

523

$

14,391

$

(460)

$

(1,519)

$

35,415

Stock based compensation  -   -   -   14   -   44   58 

0

0

0

39

0

48

87

Net Income  98   -   -   -   -   -   98 

 

965

 

0

 

0

 

0

 

0

 

0

 

965

                            
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)

June 30, 2020

 

$

23,347

$

98

$

523

$

14,430

$

(460)

$

(1,471)

$

36,467

Stock based compensation  -   -   -   34   -   61   95 

0

0

0

29

0

54

83

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 

Net Loss

 

(1,782)

 

0

 

0

 

0

 

0

 

0

 

(1,782)

September 30, 2020

 

$

21,565

$

98

$

523

$

14,459

$

(460)

$

(1,417)

$

34,768

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 September 30, 2020,2021, the Company has purchased 360,615 shares and there remains 89,385 shares available to purchase under this program. There were 3600 shares and 5,232360 shares purchased by the Company during the nine month period ended September 30, 20202021 and 2019,2020, respectively.

-14-

SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company’s 2012 Long-Term Incentive Plan provides for the granting of stock awards, including restricted stock, stock options and stock appreciation rights, to employees and non-employees, including directors of the Company. Compensation expense is amortized over the related service period, which is normally three years. Shares of unvested restricted stock are generally forfeited if a recipient leaves the Company before the vesting date. Shares that are forfeited become available for future awards.

The following is a summaryOn January 1, 2021, 25,250 shares of restricted stock activity for the nine months ended September 30, 2020. Of thevested of which 9,920 shares that vested,were withheld by the Company withheld 9,543 sharesfor approximately $81,000 to satisfy thestatutory minimum withholding tax obligationsrequirements for those participants who elected this option as permitted under the applicable equity plan.

- 14 -

Shares
Unvested at December 31, 201954,416
Granted11,328
Forfeited-
Vested31,998
Unvested at September 30, 202033,746

SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 13,160 restricted shares were issued on August 13, 2021 with a grant date fair value of $100,000.

Included in nine months ended September 30, 2021 and December 31, 2020 is approximately $75,000 and $336,000, respectively, of stock-based compensation expense related to the restrictive share awards.

Weighted Average

Grant Date Fair

    

Shares

    

Value 

Unvested at December 31, 2020

 

30,914

$

9.24

Granted

 

13,160

7.60

Vested

 

34,206

9.08

Unvested at September 30, 2021

 

9,868

$

7.60

Earnings Per Share

Basic earnings per share is computed by dividing net earnings 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 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 the earnings per share that were outstanding for the period. Incremental shares from assumed conversions are calculated as the number of shares that would be issued, net of the number of shares that could be purchased in the marketplace with the cash received upon stock option exercise. The dilutive effect of unvested restrictive stock is determined using the treasury stock method.

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

    

2021

    

2020

    

2021

    

2020

($000’s omitted except per share data)

Net (Loss) Income

$

3,238

$

(1,782)

$

4,965

$

1,081

Weighted average common shares outstanding (basic)

 

2,410

 

2,363

 

2,404

 

2,358

Unvested restricted stock

 

10

 

34

 

10

 

34

Weighted average common shares outstanding (diluted)

 

2,420

 

2,397

 

2,414

 

2,392

Basic

 

  

 

  

 

 

Net (loss) income per share

$

1.34

$

(0.75)

$

2.07

$

0.46

Diluted

 

 

  

 

  

 

  

Net (loss) income per share

$

1.34

$

(0.75)

$

2.06

$

0.45

-15-

- 15 -

SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
  2020  2019  2020  2019 
  ($000's omitted except per share data) 
Net (Loss) Income $(1,782) $1,132  $1,081  $1,944 
Weighted average common shares outstanding (basic)  2,363   2,327   2,358   2,325 
                 
Unvested restricted stock  34   58   34   58 
Weighted average common shares outstanding (diluted)  2,397   2,385   2,392   2,383 
Basic                
Net (loss) income per share $(0.75) $0.49  $0.46  $0.84 
Diluted                
Net (loss) income per share $(0.75) $0.47  $0.45  $0.82 

7.Commitments and Contingencies

8.           Litigation

Post retirement obligation. As previously disclosed in filings withIn the Securities and Exchange Commission (“SEC”),course of its business, the Company under an employment agreement, is expected to pay post-employment health related benefitssubject to a former Executive Officervariety of claims and lawsuits that are inherently subject to many uncertainties regarding the possibility of a loss to the Company. Because litigation outcomes are inherently unpredictable, the Company’s evaluation of legal proceedings often involves a series of complex assessments by management, after consulting with legal counsel, about future events and can rely heavily on estimates and assumptions. The Company (the “Former Employee”),carries liability insurance, subject to certain deductibles and policy limits, for such claims as they arise and may from time to time establish reserves for litigation that is considered probable of which approximately $1,724,000 and $1,543,000a loss. The Company does not accrue liabilities when the likelihood that the liability has been accrued as of September 30, 2020 and December 31, 2019, andincurred is reflected as Post Retirement Obligation inprobable but the accompanying consolidated balance sheets.

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 leastamount cannot be reasonably estimated, or when 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 $699,000 and $583,000 has been accrued as of September 30, 2020 and December 31, 2019, respectively, andliability is reflected as Post Retirement Obligation in the accompanying consolidated balance sheets.

8.Litigation

believed to be only reasonably possible or remote.

The Company has pending litigation relative to leases of certain equipment and real property with a former related party. Aero, Inc. is suingsued 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. TheSubstantive settlement negotiations commenced in September 2021 with respect to these claims. In prior quarters, the Company considersdid not consider the risk of loss remote,to be probable and iswas 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. While these negotiations have not progressed to the point of a final, binding settlement as of the date of this Quarterly Report on Form 10-Q, the Company recorded a charge of $1,800,000 associated with the proposed settlement as of September 30, 2021. This amount is reflected in other accrued liabilities in the accompanying condensed consolidated balance sheet.

The Company has pending litigation relative to a dispute for work performed by an independent contractor and the use of tooling to perform the necessary work for the Company’s wholly-owned subsidiary, The Ontario Knife Company. Alleged damages was in the amount of $750,000. Substantive settlement negotiations commenced in September 2021 with respect to these claims. In prior quarters, the Company did not consider the risk of loss to be probable and was 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. While these negotiations have not progressed to the point of a final, binding settlement as of the date of this Quarterly Report on Form 10-Q, the Company recorded a charge of $90,000 associated with the proposed settlement as of September 30, 2021. This amount is reflected in other accrued liabilities in the accompanying condensed consolidated balance sheet.

On June 7, 2021, a Summons and Complaint was filed by an employee in the Supreme Court of the State of New York, County of Erie, against Servotronics, Inc., the Servotronics Board of Directors, The Ontario Knife Company and Kenneth D. Trbovich (collectively, the “Defendants”). The Complaint alleges certain violations under the New York Human Rights Law by the Defendants relating to the employee’s employment by the Company as well as intentional and negligent infliction of emotional distress. The complaint also alleges certain purported derivative causes of action against all Defendants, including breach of fiduciary duties, fraud and corporate waste. The complaint seeks monetary damages in an amount not less than $5,000,000 with respect to the direct causes of action and equitable relief with respect to the purported derivative causes of action. The Defendants filed a motion to dismiss the Complaint on August 6, 2021. This litigation is still in its earliest stages. Based on the information known by the Company as of the date of this filing, the Company does not consider the risk of loss to be probable and is unable to reasonably or accurately estimate the likelihood and amount of any liability that may be realized as a result of this litigation. Accordingly, no gain or0 loss has been recognized in the accompanying financials statements related to this litigation. The Company intends to vigorously defend against 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.

9.

9.           Related Party Transactions

The Company paid legal fees and disbursements of approximately $150,000$59,000 and $81,000$150,000 in the nine month period ended September 30, 20202021 and 2019,2020, respectively, for services provided by a law firm that is owned by a member of the Company’s Board of Directors. Legal fees paid for the three month period ended September 30, 20202021 and 20192020 amounted to approximately $18,000$13,000 and $33,000,$18,000, respectively. Additionally, the Company had accrued unbilled legal fees at September 30, 20202021 and 20192020 of approximately $25,000$13,000 and $49,000,$25,000, respectively, with this firm.

-16-

- 16 -

SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

10.

10.         Employee Retention Credit

The employee retention credit (ERC) for 2020 was established under the CARES Act and amended by the Taxpayer Certainty and Disaster Tax Relief Act of 2020 (the “Relief Act”) provided for changes in the employee retention credit for 2020 and provided an additional credit for the first, second and third calendar quarters of 2021.

The Company evaluated its eligibility for the employee retention credit for the three months ending September 30, 2021. In order to qualify for the ERC in the third quarter of 2021, the Company needed to experience a 20% reduction in gross receipts from either (1) the same quarter in 2019 or (2) the immediate preceding quarter to the corresponding calendar quarter in 2019. It was determined that the Company qualified for the employee retention credit under scenario (2) for September 30, 2021. As a result, for the three month and nine month periods ending September 30, 2021 approximately $1,978,000 and $5,622,000, respectively was recognized in other income for the employee retention credit.

11.         Business Segments

The Company operates in two2 business segments, ATG and 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.

As of September 30, 2020,2021, the Company had identifiable assets of approximately $53,632,000$54,213,000 ($49,470,00050,328,000 – December 31, 2019)2020) of which approximately $43,531,000$44,784,000 ($39,980,00040,826,000 – December 31, 2019)2020) was for ATG and approximately $10,101,000$9,429,000 ($9,490,0009,502,000 – December 31, 2019)2020) was for CPG.

-17-

SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Information regarding the Company’s operations in these segments is summarized as follows:

 ($000's omitted except per share data) 
 ATG  CPG  Consolidated 
 Nine Months Ended Nine Months Ended Nine Months Ended 
 September 30, September 30, September 30, 
 2020  2019  2020  2019  2020  2019 

($000’s omitted except per share data)

 

ATG

CPG

Consolidated

 

Nine Months Ended

Nine Months Ended

Nine Months Ended

 

September 30, 

September 30, 

September 30, 

 

    

2021

    

2020

    

2021

    

2020

    

2021

    

2020

 

Revenues from unaffiliated customers $33,228  $33,926  $6,021  $4,506  $39,249  $38,432 

$

23,495

$

33,228

$

6,508

$

6,021

$

30,003

$

39,249

                        

 

  

 

  

 

  

 

  

 

  

 

  

Cost of goods sold, inclusive of depreciation  (26,495)  (24,400)  (5,187)  (5,155)  (31,682)  (29,555)

 

(19,214)

 

(26,495)

 

(6,152)

 

(5,187)

(25,366)

(31,682)

Gross margin  6,733   9,526   834   (649)  7,567   8,877 

 

4,281

 

6,733

 

356

 

834

 

4,637

 

7,567

Gross margin %  20.3%  28.1%  13.9%  (14.4)%  19.3%  23.1%

  

 

18.2

%  

 

20.3

%  

 

5.5

%  

 

13.9

%  

 

15.5

%  

 

19.3

%

                        

 

 

  

 

 

  

 

 

  

Selling, general and administrative  (4,857)  (4,558)  (1,255)  (1,878)  (6,112)  (6,436)

 

(5,586)

 

(4,857)

 

(1,317)

 

(1,255)

 

(6,903)

 

(6,112)

Interest  (125)  (66)  (9)  (22)  (134)  (88)
Total costs and expenses  (31,477)  (29,024)  (6,451)  (7,055)  (37,928)  (36,079)
                        
Income before income tax provision  1,751   4,902   (430)  (2,549)  1,321   2,353 
                        

Legal settlement awards

(1,800)

(90)

(1,890)

Total operating costs and expenses

 

(26,600)

 

(31,352)

 

(7,559)

 

(6,442)

 

(34,159)

 

(37,794)

Operating (loss)/income

 

(3,105)

 

1,876

 

(1,051)

 

(421)

 

(4,156)

 

1,455

 

 

 

 

 

 

Employee retention credit (ERC)

4,584

1,038

5,622

Paycheck Protection Program loan forgiveness

4,000

4,000

Interest expense

(130)

(125)

(2)

(9)

(132)

(134)

Total other income (expense)

8,454

(125)

1,036

(9)

9,490

(134)

Income (loss) before income tax provision

 

5,349

 

1,751

 

(15)

 

(430)

 

5,334

 

1,321

 

 

 

 

 

 

Income tax provision (benefit)  318   852   (78)  (443)  240   409 

370

318

(1)

(78)

369

240

Net income (loss) $1,433  $4,050  $(352) $(2,106) $1,081  $1,944 

$

4,979

$

1,433

$

(14)

$

(352)

$

4,965

$

1,081

Capital expenditures $640  $1,449  $68  $211�� $708  $1,660 

$

64

$

640

$

4

$

68

$

68

$

708

  ($000's omitted except per share data) 
  ATG  CPG  Consolidated 
  Three Months Ended  Three Months Ended  Three Months Ended 
  September 30,  September 30,  September 30, 
  2020  2019  2020  2019  2020  2019 
Revenues from unaffiliated customers $8,184  $11,180  $2,113  $1,182  $10,297  $12,362 
                         
Cost of goods sold, inclusive of depreciation  (8,636)  (7,378)  (1,826)  (1,449)  (10,462)  (8,827)
Gross margin  (452)  3,802   287   (267)  (165)  3,535 
Gross margin %  (5.5)%  34.0%  13.6%  (22.6)%  (1.6)%  28.6%
                         
Selling, general and administrative  (1,712)  (1,539)  (384)  (595)  (2,096)  (2,134)
Interest  (40)  (25)  (2)  (6)  (42)  (31)
Total costs and expenses  (10,388)  (8,942)  (2,212)  (2,050)  (12,600)  (10,992)
                         
Income before income tax provision  (2,204)  2,238   (99)  (868)  (2,303)  1,370 
                         
Income tax provision (benefit)  (512)  389   (9)  (151)  (521)  238 
Net income (loss) $(1,692) $1,849  $(90) $(717) $(1,782) $1,132 
Capital expenditures $99  $288  $16  $19  $115  $307 

-18-

- 17 -

SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

($000’s omitted except per share data)

 

ATG

CPG

Consolidated

 

Three Months Ended

Three Months Ended

Three Months Ended

 

September 30, 

September 30, 

September 30, 

 

    

2021

    

2020

    

2021

    

2020

    

2021

    

2020

 

Revenues from unaffiliated customers

$

8,449

$

8,184

$

2,466

$

2,113

$

10,915

$

10,297

 

  

 

  

 

  

 

  

 

  

 

Cost of goods sold, inclusive of depreciation

 

(6,762)

 

(8,635)

 

(2,381)

 

(1,827)

 

(9,143)

(10,462)

Gross margin

 

1,687

 

(451)

 

85

 

286

 

1,772

 

(165)

Gross margin %

  

 

20.0

%  

 

(5.5)

%  

 

3.4

%  

 

13.5

%  

 

16.2

%  

 

(1.6)

%

 

 

  

 

 

  

 

 

  

Selling, general and administrative

 

(2,240)

 

(1,712)

 

(481)

 

(384)

 

(2,721)

 

(2,096)

Legal settlement awards

(1,800)

(90)

(1,890)

Total operating costs and expenses

 

(10,802)

 

(10,347)

 

(2,952)

 

(2,211)

 

(13,754)

 

(12,558)

Operating loss

 

(2,353)

 

(2,163)

 

(486)

 

(98)

 

(2,839)

 

(2,261)

 

 

 

 

 

 

Employee retention credit (ERC)

 

1,598

 

 

380

 

 

1,978

 

Paycheck Protection Program loan forgiveness

4,000

4,000

Interest expense

(5)

(41)

(1)

(5)

(42)

Total other income (expense)

5,593

(41)

380

(1)

5,973

(42)

Income (loss) before income tax provision

3,240

(2,204)

(106)

(99)

3,134

(2,303)

 

 

 

 

 

 

Income tax benefit

 

(83)

 

(512)

 

(21)

 

(9)

 

(104)

 

(521)

Net income (loss)

$

3,323

$

(1,692)

$

(85)

$

(90)

$

3,238

$

(1,782)

Capital expenditures

$

54

$

99

$

1

$

16

$

55

$

115

- 18 -

Item 2.

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview

Results of Operations

During the nine months ended September 30, 2021 and 2020, approximately 78% 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 nine months ended September 30, 2021 and 2020, approximately 22% and 15%, respectively, of the Company’s consolidated revenues were derived from the CPG sale of product to a large base of retail customers. There was a decrease in consolidated revenue in the nine months ended September 30, 2021 from 2020 of approximately $9,246,000. This is primary due to a decrease in shipments and price/mix at the ATG of approximately $9,733,000 partially offset by an increase in shipments and price/mix at the CPG of approximately $487,000.

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, the availability and cost of aircraft and other liability insurance coverage, 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.

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 condensed consolidated financial statements for information concerning business segment operating results.

Business Environment; Impact of COVID-19 on the Company’s Business

The COVID-19 pandemic has been, and continues to be, an unprecedented disruption in the economy and has negatively impacted, and may continue to negatively impact, the Company’s business and results. The COVID-19 pandemic and accompanying economic disruption have caused delays and declines in the placement of customer orders. Accordingly, the Company experienced declines in revenue for the most recently completed third quarternine months compared to the same period of the prior fiscal year. This trend may continue in the near-term and possibly longer, including, without limitation, if the pandemic increases in size and scope, its duration is prolonged or among other matters related thereto, governmental actions, including, without limitation, business restrictions are imposed. In response to the economic and business disruption, the Company has taken actions to reduce costs and spending across the organization. The Company continues to actively monitor the COVID-19 pandemic and may take further actions, including those that may alter business operations, if required by federal, state or local authorities or otherwise determined to be advisable by management.

The Company is focused on ensuring ample liquidity to meet its business needs. To that end, during April 2020, the Company received a loan under the Paycheck Protection Program (the “PPP”) established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) in the aggregate principal amount of $4 million.$4,000,000. See “Liquidity and Capital Resources” below for additional information regarding the Company’s credit facility and the PPP loan.

The Occupational Safety and Health Administration (OSHA) has been directed to develop a rule requiring each employer with 100 or more employees to ensure its workforce is fully vaccinated or require any workers who remain unvaccinated to produce a negative test result on at least a weekly basis before coming to work. In addition, President Biden has announced an executive order mandating COVID-19 vaccination of U.S. based employees of companies that work on, or in support for, federal contracts. The Company is actively encouraging employees to be vaccinated and has achieved some success in these efforts. The Company also has begun preparing to fulfill its legal obligations under the executive order and the pending OSHA final rule. However, management cannot currently predict the impact that the OSHA rule, if adopted, and executive order would have on our workforce, our ability to secure skilled labor in the future, or the cost of implementation and compliance with such rule and the executive order.

- 19 -

As of the date of this Quarterly Report on Formquarterly 10-Q, significant uncertainty exists concerning the magnitude of the impact and duration of the COVID-19 pandemic. Factors arising from the COVID-19 pandemic that have impacted, or may negatively impact, the Company’s business and results, including sales and gross margin, include, but are not limited to: the Company’s ability to procure materials from suppliers or to meet delivery requirements and commitments to our customers; limitations on the ability of the Company’s employees to perform their work due to impacts caused by the pandemic or local, state, or federal orders that restrict the Company’s operations or the operations of its customers, or require that the employees be quarantined; limitations on the ability of carriers to deliver products to the Company’s facilities and customers; limitations on the ability or desire of the Company’s customers to conduct their business, purchase products and services and pay for purchases on a timely basis or at all; and decreased demand for products and services.

The situation surrounding COVID-19 remains fluid. The Company is unable to determine or predict the nature, duration, or scope of the overall impact that the COVID-19 pandemic will have on the Company’s business, results of operations, liquidity, or financial condition, as such impact will depend on future developments, including the severity and duration of the pandemic and government and other actions taken in response thereto, all of which are highly uncertain. Further, even after the COVID-19 pandemic subsides, the Company may continue to experience adverse impacts to its business as a result of, among other things, any economic impact that has occurred or may occur in the future and changes in customer or supplier behavior.

-19-

ResultsIn addition, the employee retention credit (“ERC”) is a refundable tax credit against certain employment taxes. The ERC was established under the CARES Act and amended by the Taxpayer Certainty and Disaster Tax Relief Act of Operations

During2020 (the “Relief Act”) and the nine months ended September 30,American Rescue Plan Act of 2021 (“ARPA”). Under the CARES Act, a company needed a more than 50% decline in gross receipts in 2020, andcompared to the same quarter in 2019, approximately 85% and 88%, respectively, ofin order to use the Company’s consolidated revenues were derived fromgross receipts test to be eligible for the ATG sale of product to a small base of customers. Duringcredit. The Company determined it did not qualify for the nine months ended September 30,ERC for 2020 and 2019, approximately 15% and 12%, respectively, ofas it did not satisfy the Company’s consolidated revenues were derived from the CPG sale of product to a large base of retail customers. There was an increasegross receipts test for any quarter in consolidated revenue in the nine months ended September 30, 2020 from 2019 of approximately $817,000. This is due to an increase in shipments and price/mix at the CPG of approximately $1,419,000 and $96,000, respectively, and an increase in price/mix at the ATG of approximately $640,000 offset by lower shipments at the ATG of approximately $1,338,000.

2020.

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, the availability and cost of aircraft and other liability insurance coverage, market demand and acceptance bothRelief Act provided 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 economyERC for 2020 and other factors.

provided an additional credit for all quarters of 2021. The Relief Act revised the gross receipts test, using two scenarios to qualify: 1) a company that has had a more than 20% decline in gross receipts in 2021, compared to the same quarter in 2019, or 2) a company can elect to use the gross receipts from the immediately preceding quarter, and compare these prior quarter gross receipts to the same quarter in 2019, rather than the current quarter.

The Company evaluated its eligibility for the ERC for the first, second and third quarters of 2021. Under the aggregation rules of the Relief Act, the Company reviewed consolidated revenue when measuring the decline in gross receipts. All employees of the ATG and CPG continue to respond to U.S. government procurement requestsare treated as a single employer for quotes. New product development activities are ongoing along with the acquisition and development of new product lines.

See also Note 10, Business Segments,purposes of the accompanying consolidated financial statementsERC. The Company evaluated its eligibility for information concerning business segment operating results.

-20-the employee retention credit for the three months ending September 30, 2021. In order to qualify for the ERC in the third quarter of 2021, the Company needed to experience a 20% reduction in gross receipts from either (1) the same quarter in 2019 or (2) the immediate preceding quarter to the corresponding calendar quarter in 2019. It was determined that the Company qualified for the employee retention credit under scenario (2) for September 30, 2021. As a result, for the three month and nine month periods ending September 30, 2021 approximately $1,978,000 and $5,622,000, respectively was recognized in other income for the employee retention credit. The Company will monitor for eligibility for the ERC for the remaining quarter of 2021.

- 20 -

The following table compares the Company’s consolidated statements of operations data for the nine months and three months ended September 30, 20202021 and 20192020 ($000’s omitted):

 ($000's omitted except per share data)       
 Nine Months Ended September 30,  2020 vs 2019 
 2020  2019  Dollar  % Increase 
 Dollars  % of Sales  Dollars  % of Sales  Change  (Decrease) 

($000’s omitted except per share data)

    

  

    

  

 

Nine Months Ended September 30,

 

2021

2020

2021 vs 2020

 

% of

% of

Dollar

 

    

Dollars

    

Sales

    

Dollars

    

Sales

    

Change

    

% Variance

    

Revenues:                        

 

  

 

  

 

  

 

  

 

  

 

  

Advanced Technology $33,228   84.7% $33,926   88.3% $(698)  (2.1)%
Consumer Products  6,021   15.3%  4,506   11.7%  1,515   33.6%
  39,249   100.0%  38,432   100.0%  817   2.1%
                        

Advanced Technology Group

$

23,495

 

78.3

%  

$

33,228

 

84.7

%  

$

(9,733)

 

(29.3)

%

Consumer Products Group

 

6,508

 

21.7

%  

 

6,021

 

15.3

%  

 

487

 

8.1

%

 

30,003

 

100.0

%  

 

39,249

 

100.0

%  

 

(9,246)

 

(23.6)

%

Cost of goods sold, inclusive of depreciation and amortization  31,682   80.7%  29,555   76.9%  2,127   7.2%

 

(25,366)

 

84.5

%  

 

(31,682)

 

80.7

%  

 

6,316

 

(19.9)

%

Gross margin  7,567   19.3%  8,877   23.1%  (1,310)  (14.8)%

 

4,637

 

15.5

%  

 

7,567

 

19.3

%  

 

(2,930)

 

(38.7)

%

                        

Gross margin %

 

15.5

%  

 

19.3

%  

 

 

  

Selling, general and administrative  6,112   15.6%  6,436   16.7%  (324)  (5.0)%

 

(6,903)

 

23.0

%  

 

(6,112)

 

15.6

%  

 

(791)

 

(12.9)

%

Legal settlement award

(1,890)

6.3

%

(1,890)

Total operating costs and expenses

 

(34,159)

 

113.9

%  

 

(37,794)

 

96.3

%  

 

3,635

 

(9.6)

%

Operating (loss) income

 

(4,156)

 

(13.9)

%  

 

1,455

 

3.7

%  

 

(5,611)

 

(385.6)

%

Employee retention credit (ERC)

 

5,622

 

18.7

%  

 

 

0.0

%  

 

5,622

 

Paycheck Protection Program loan forgiveness

4,000

13.3

%  

0.0

%  

4,000

Interest expense  134   0.3%  88   0.2%  46   52.3%

 

(132)

 

(0.4)

%  

 

(134)

 

(0.3)

%  

 

2

 

1.5

%

Total costs and expenses  37,928   96.6%  36,079   93.9%  1,849   5.1%
Income before income tax provision  1,321   3.4%  2,353   6.1%  (1,032)  (43.9)%
                        

Total other income (expense)

 

9,490

 

31.6

%  

 

(134)

 

(0.3)

%  

 

5,624

 

4,197.0

%

Income (loss) before income tax provision

 

5,334

 

17.8

%  

 

1,321

 

3.4

%  

 

4,013

 

303.8

%

Income tax provision  240   0.6%  409   1.1%  (169)  (41.3)%

 

369

 

1.2

%  

 

240

 

0.6

%  

 

129

 

(53.8)

%

Net income $1,081   2.8% $1,944   5.1% $(863)  (44.4)%

$

4,965

 

16.5

%  

$

1,081

 

2.8

%  

$

3,884

 

359.3

%

  ($000's omitted except per share data)       
  Three Months Ended September 30,  2020 vs 2019 
  2020  2019  Dollar  % Increase 
  Dollars  % of Sales  Dollars  % of Sales  Change  (Decrease) 
Revenues:                        
Advanced Technology $8,184   79.5% $11,180   90.4% $(2,996)  (26.8)%
Consumer Products  2,113   20.5%  1,182   9.6%  931   78.8%
   10,297   100.0%  12,362   100.0%  (2,065)  (16.7)%
                         
Cost of goods sold, inclusive of depreciation and amortization  10,462   101.6%  8,827   71.4%  1,635   18.5%
Gross margin (loss)  (165)  (2.6)%  3,535   28.6%  (3,700)  (104.7)%
                         
Selling, general and administrative  2,096   20.3%  2,134   17.3%  (38)  (1.8)%
Interest expense  42   0.4%  31   0.3%  11   35.5%
Total costs and expenses  12,600   122.4%  10,992   88.9%  1,608   14.6%
                         
(Loss) income before income tax provision  (2,303)  (21.4)%  1,370   11.1%  (3,673)  (268.1)%
                         
Income tax (benefit) provision  (521)  (5.1)%  238   1.9%  (759)  (318.9)%
Net (loss) income $(1,782)  (17.3)% $1,132   9.2% $(2,914)  (257.4)%

-21- 

- 21 -

    

($000’s omitted except per share data)

    

  

    

  

 

Three Months Ended September 30,

 

2021

2020

2021 vs 2020

 

% of

% of

Dollar

 

    

Dollars

    

Sales

    

Dollars

    

Sales

    

Change

    

% Variance

Revenues:

 

Advanced Technology Group

$

8,449

 

77.4

%  

$

8,184

 

79.5

%  

$

265

 

3.2

%

Consumer Products Group

 

2,466

 

22.6

%  

 

2,113

 

20.5

%  

 

353

 

16.7

%

 

10,915

 

100.0

%  

 

10,297

 

100.0

%  

 

618

 

6.0

%

Cost of goods sold, inclusive of depreciation and amortization

 

(9,143)

 

83.8

%  

 

(10,462)

 

101.6

%  

 

1,319

 

12.6

%

Gross margin

 

1,772

 

16.2

%  

 

(165)

 

(1.6)

%  

 

1,937

 

1,173.9

%

Gross margin %

 

16.2

%  

 

(1.6)

%  

  

 

  

 

  

Selling, general and administrative

 

(2,721)

 

24.9

%  

 

(2,096)

 

20.4

%  

 

(625)

 

(29.8)

%

Legal settlement award

(1,890)

17.3

%  

0.0

%  

(1,890)

0.0

%

Total operating costs and expenses

 

(13,754)

 

126.0

%  

 

(12,558)

 

122.0

%  

 

(1,196)

 

(9.5)

%

Operating (loss)/income

 

(2,839)

 

26.0

%  

 

(2,261)

 

22.0

%  

 

(578)

 

25.6

%

Employee retention credit (ERC)

 

1,978

 

18.1

%  

 

 

0.0

%  

 

1,978

 

100.0

%

Paycheck Protection Program loan forgiveness

4,000

36.6

%  

4,000

100.0

%

Interest expense

 

(5)

 

0.1

%  

 

(42)

 

(0.4)

%  

 

37

 

88.1

%

Total other income (expense)

 

5,973

 

54.7

%  

 

(42)

 

(0.4)

%  

 

2,015

 

4,797.6

%

Income before income tax provision

 

3,134

 

28.7

%  

 

(2,303)

 

(22.4)

%  

 

5,437

 

236.1

%

Income tax (benefit)/provision

 

(104)

 

(1.0)

%  

 

(521)

 

(5.1)

%  

 

417

 

(80.0)

%

Net income (loss)

$

3,238

 

29.7

%  

$

(1,782)

 

(17.3)

%  

$

5,020

 

281.7

%

Revenue

The Company’s consolidated revenues from operations increaseddecreased approximately $817,000$9,246,000 or 2.1%(23.6)% for the nine month period ended September 30, 20202021 when compared to the same period in 2019. This is due to an increase at the CPG of approximately $1,515,000 or 33.6% and by a decrease at the ATG of approximately $698,000 or (2.1)%.

The increase in revenue is attributable to an increase in shipments at the CPG of approximately $1,419,000 and an increase in price/mix of units shipped of approximately $96,000. Additionally, there was an increase in price/mix of units shipped at the ATG of approximately $640,000 offset by a decrease in units shipped of approximately $1,338,000 for the nine month period ended September 30, 2020 when compared to the same period in 2019.

The Company’s consolidated revenues from operations decreased approximately $2,065,000 or (16.7)% for the three month period ended September 30, 2020 when compared to the same period in 2019.2020. This is due to a decrease at the ATG of approximately $2,996,000$9,733,000 or (26.8)(29.3)%, partially offset by an increase at the CPG of approximately $931,000$487,000 or 78.8%8.1%.

The decrease in revenue is attributable to a decrease in shipments and price/slightly offset by an improvement of product mix of shipments at the ATG of approximately $1,719,000$10,620,000. This is partially offset by an increase in price of units shipped of approximately $887,000 at the ATG. Additionally, there was a decrease in shipments at the CPG offset by an improvement of product mix of shipments of approximately $240,000 and $1,277,000, respectively asan increase in price of units shipped of approximately $247,000 for the nine month period ended September 30, 2021 when compared to the same period in 2020.

The Company’s consolidated revenues from operations increased approximately $618,000 or 6.0% for the three month period ended September 30, 2021 when compared to the same period in 2020. This is due to an increase at the ATG of approximately $265,000 or 3.2% and at the CPG of approximately $353,000 or 16.7%.

The consolidated increase for the three month period ended in September 30, 2021 when compared to the same three month period ended September 30, 2019.2020 is attributable to an increase in units shipped and improved product mix of shipments at the ATG of approximately $97,000 and an increase in price of the units shipped of approximately $168,000. Additionally, there was an increase in units shipped and improved product mix of shipments at the CPG of approximately $949,000 partially offset by a decrease$203,000 and an increase in price/mixprice of units shipped of approximately $18,000 for the three month period ended September 30, 2020 when$150,000 as compared to the same period in 2019.ended September 30, 2020.

Gross Margin

The Company’s consolidated gross margins from operations decreased approximately $1,310,000$2,930,000 or (14.8)(38.7)% for the nine month period ended September 30, 20202021 when compared to the same period in 2019.

2020. Gross margin decreased in the nine month period at the ATG and CPG approximately $2,452,000 and approximately $478,000, respectively.

- 22 -

Gross margin decreased in the nine month period primarily due to lowerthe decrease in units shipped and increase in costs per units shipped, including underutilization of production resources at both the ATG and CPG. The gross margin decreased at the ATG, including improved mix of units shipped is approximately $2,452,000. The gross margin decreased at the CPG, including an improved mix of units shipped is approximately $478,000, as compared to the same period in 2020.

The Company’s consolidated gross margins from operations increased approximately $1,937,000 or 1,173.9% for the three month period ended September 30, 2021 when compared to the same period in 2020. Gross margin increased in the three month period at the ATG of approximately $285,000 and an$2,138,000 offset by a decrease at the CPG of approximately $201,000.

Gross margin increased in the three month period primarily due to the increase in theunits shipped and improved costs per units shipped, including the underutilization of production resources at the ATG of approximately $2,508,000$2,138,000. Gross margin decreased in the three month period primarily due increase of costs per unit shipped, including the underutilization of production resources partially offset by an increase in units shipped at the CPG of approximately $201,000, compared to the same period in 2020.

Selling, General and Administrative Expenses

Selling, general and administrative (SG&A) increased approximately $2,681,000 or 43.9% for the nine month period ended September 30, 2021 when compared to the same period in 2020. SG&A expenses at the ATG increased approximately $2,529,000 or 52.1%. The increase is due to legal settlements of approximately $1,800,000, legal fees of approximately $895,000 and professional fees of approximately $513,000 offset by a decrease of employee wages and benefits approximately $553,000 and a net decrease of all other ATG SG&A expenses of approximately $126,000 as compared to the same period in 2019. This has been partially offset by an increase in gross margins2020. In addition, SG&A expenses at the CPG increased approximately $152,000 or 12.1%. The increase is due to an increase in units shippedlegal settlements of approximately $351,000$90,000 and a decrease in costs per units shipped including an improvement in utilization of production resourcesemployee wages and benefits of approximately $1,132,000$87,000 offset by a net decrease of all other CPG SG&A expenses of approximately $25,000 as compared to the same period in 2019.2020.

-22- 

The Company’s consolidated gross margins from operations decreasedSelling, general and administrative (SG&A) increased approximately $3,700,000$2,515,000 or (104.7)%120.0% for the three month period ended September 30, 20202021 when compared to the same period in 2019.

During2020. SG&A expenses at the three month period,ATG increased approximately $2,328,000 or 136.0% and the Company had negative gross margin ofCPG increased approximately $165,000$187,000 or (1.6)%48.7%. This is primarily driven byattributable to the gross margin decrease atincrease of the ATG due to lower units shippedcombined legal settlements of approximately $1,165,000, and an increase in the costs per units shipped including the underutilization of production resources and the weak absorption of manufacturing overhead$1,890,000, legal fees of approximately $3,089,000 as compared to the same period in 2019. This was primarily caused by the rescheduling of customer orders delayed to future periods due to the COVID-19 pandemic. The lower ATG production performance has been partially offset by an increase in gross margins at the CPG due to an increase in units shipped$748,000 and professional fees of approximately $250,000 and a decrease in costs per units shipped including an improvement in utilization of production resources of approximately $304,000 as compared to the same period in 2019.

Selling, General and Administrative Expenses

Selling, general and administrative (SG&A) decreased approximately $324,000 or (5.0)% for the nine month period ended September 30, 2020 when compared to the same period in 2019. This net decrease is driven by an increase of approximately $299,000 at the ATG$130,000 offset by a decrease ofreductions in employee wages and benefits approximately $623,000 at the CPG. The ATG increase is driven by increased personnel costs$115,000 and advertising expenses of approximately $643,000 partially offset by a reversal of bad debt expense of approximately $159,000 versus a bad debt expense charge of approximately $185,000 that was recognized in the nine month period ending September 30, 2019. The CPG decrease is driven by lower media advertising, sales support, commissions travel, trade show and personnel costs of approximately $593,000 and a net decrease of approximately $30,000 in all other SG&A expenditures for the CPG for the nine month period ended September 30, 2020 compared to the same period in 2019.

Selling, general and administrative (SG&A) decreased approximately $38,000 or (1.8)% for the three month period ended September 30, 2020 when compared to the same period in 2019. The decrease is attributable to lower media advertising, travel, trade show and sales support and royalties of approximately $210,000 at the CPG offset by increases of pension and advertising expenses of approximately $184,000 at the ATG.$70,000. There was a net decrease of all other SG&A expenditures of approximately $12,000$68,000 for the three month period ended September 30, 20202021 compared to the same period in 2019.2020.

Other Income

The Company evaluated its eligibility for the ERC for the first three quarters of 2021. Under the aggregation rules of the Relief Act, the Company reviewed consolidated revenue when measuring the decline in gross receipts. All employees of the ATG and CPG are treated as a single employer for purposes of the ERC.

It was determined that the Company qualified for the ERC for both the three month period and nine month period ended September 30, 2021. As a result, for the nine month period ended September 30, 2021 the company recognized approximately $5,622,000 and for the three month period ended September 30, 2021 recognized approximately $1,978,000. The amounts were recorded in other income.

As previously discussed, on September 24, 2021 the Small Business Administration notified the Company that the full amount of the PPP loan was forgiven. The amount of $4,000,000 was recorded in other income.

Operating (Loss)/Income

Income from operations decreased approximately $5,611,000 or (385.6)% when comparing the nine month period ended September 30, 2021 to the same period in 2020 as operating income at the ATG was lower by approximately $4,981,000 and the CPG was lower by approximately $630,000. The consolidated decrease is primarily the result of decreases in revenue and increased SG&A expenditures, as discussed above.

Income from operations decreased approximately $578,000 or (25.6)% when comparing the three month period ended September 30, 2021 to the same period in 2020 as operating income at the ATG was lower by approximately $190,000 and the CPG was lower by approximately $388,000. The consolidated decrease is primarily the result of increases in selling, general and administrative expenses.

- 23 -

Interest Expense

Interest expense increaseddecreased by 52.3%1.5% and 35.5%88.1% in the nine and three month periods ended September 30, 2020,2021, respectively, when compared to the same periods in 2019.2020. This is primarily due to the higherlower debt balances and the reversal of the accrued interest rates onfor the bank loans and a full year of interest paid on the equipment financing lease obligations.

PPP loan that was forgiven during this reporting quarter.

Income Taxes

The Company’s effective tax rate was approximately 18.2%6.9% and 17.4%18.2% for the nine month periods ended September 30, 20202021 and 2019,2020, respectively. The Company’s effective tax rate was approximately (22.6)(3.3)% and 17.4%(22.6)% for the three month periods ended September 30, 20202021 and 2019,2020, respectively. The effective tax rate in both years reflects federal and state income taxes, permanent non-deductible expenditures, the deduction for foreign-derived intangible income and the federal tax credit for research and development expenditures.

-23- 

In addition, the effective tax rate at September 30, 2021 reflects the permanent deduction for the forgiveness of the PPP loan.

Net Income

Net income for the nine month period ended September 30, 2020 decreased2021 increased approximately $863,000$3,884,000 or (44.4)%359.3%. This decreaseincrease is primarily due to income of $4,000,000 recognized from the resultPPP loan forgiveness and the $5,334,000 ERC benefit described in Note 10. Both of these items were recognized in “Other income/(expense)” in our condensed consolidated statement of operations for the three month period ended September 30, 2021. This income was partially offset by the decreases in gross margin related to lower volume at the ATG partially offset by gross marginand increases at the CPG business segment and decreases in selling, general and administrativeSG&A expenses, at the CPG business segments.as discussed above. Net income for the three month period ended September 30, 2020 decreased2021 increased approximately $2,914,000 or (257.4)%$5,020,000 when compared to the same period in 2019.2020. This decreaseincrease is primarily the result of decreases in gross marginthe PPP loan forgiveness and increases in selling, general and administrative expenses at the ATG business segments partiallyERC benefit, as discussed, offset by increases in gross margin and decreases in selling, general and administrativeSG&A expenses, at the CPG business segment.

as discussed above.

Liquidity and Capital Resources

The Company’s primary liquidity and capital expenditure requirements relate to working capital needs;needs: primarily inventory, accounts receivable, accounts payable, and principal payments on debt. At September 30, 2020,2021, the Company had working capital of approximately $33,677,000$34,636,000 ($27,659,00031,074,000 – December 2019)2020) of which approximately $7,468,000$11,826,000 ($2,029,0005,935,000 – December 2019)2020) was comprised of cash. The increase in working capital is primarily attributable to an increase in inventorycash, accounts receivable, accrued expenses and accrued employee compensation with a decrease ofin inventory and accounts payable at the ATG offset by a reduction in accounts receivable at the ATG due to lower shipments.payable. The push out of orders related to the COVID-19 pandemic has contributed to a build-uphigher levels of finished goods and other inventories at the ATG during the nine months ended September 30, 2020.2021. The Company continues to focus on inventory management in light of this period of uncertainty with respect to short and long-term industry demand.

The Company generated approximately $2,127,000$6,338,000 in cash from operations during the nine month period ended September 30, 20202021 as compared to a usage of cash of approximately $245,000$2,126,000 generated during the same period in 2019.2020. Cash was generated primarily through net income of approximately $1,081,000,$4,965,000, the increase in accrued employee compensation and other accrued liabilities of approximately $3,174,000 and a reduction in inventories of approximately $2,861,000 offset by adjustments to reconcile net income to net cash of approximately $1,283,000$2,959,000, and a reduction in accounts receivable of approximately $6,564,000. The primary use of cash for the Company’s operating activities for the nine month period ended September 30, 2020 include working capital requirements, mainly an increase in inventories and a decrease in accounts payable of approximately $5,242,000 and $1,213,000, respectively.$1,509,000. All other operating accounts were a net used amount of approximately $346,000.

$194,000.

The Company’s primary use of cash in its investing activities in the nine month period ended September 30, 20202021 are for building improvements and capital equipment of approximately $640,000$68,000 primarily for production requirements at the ATG. All other capitalmachinery, equipment, expenditures of approximately $68,000 were for production requirements at the CPG.

and tooling.

The Company’s primary providingusage of cash in its financing activities in the nine month period ended September 30, 20202021 include principal payments on long-term debt and equipment note obligations of approximately $911,000 and $271,000, respectively partially offset by proceeds from the line of credit and PPP Loanequipment financing of approximately $750,000$500,000 and $4,000,000, respectively, partially offset by approximately $410,000$384,000, respectively. In addition, there was a usage of principal payments on long-term debt, approximately $220,000 of principal payments on equipment financing obligations and approximately $100,000$81,000 for the withheld/purchase of treasury shares.

shares to satisfy statutory minimum withholding tax requirements.

The COVID-19 pandemic could impact our liquidity. Lower production schedules, possible inability of our customers to make timely payments to us, and similar factors could lower cash generated from operations and adversely affect our financial position.

As of March 20, 2020, the Company increased its line of credit from $4,000,000 to $6,000,000. As of July 31, 2020, the Company extended the line of credit to expire December 31, 2022. As of July 31, 2020, the interest rate is a rate per year equal

- 24 -

to the bank’s prime rate or Libor plus 1.65%2.15%. In addition, the Company is required to pay a commitment fee of 0.25% on the unused portion of the line of credit. There was $3,750,000$4,250,000 balance outstanding at September 30, 20202021 and $3,000,000$3,750,000 balance at December 31, 2019.

-24- 

2020.

The Company hashad an equipment loan facility in the amount of $1,000,000 available until July 9, 2021. This line is 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 is nothingwas approximately $765,000 outstanding as of September 30, 20202021 and $523,000 at December 31, 2019.

2020.

On April 21, 2020, the Company executed a promissory note (the “Note”) in the amount of $4,000,000 as part of the Paycheck Protection Program (the “PPP Loan”) administered by the Small Business Administration (the “SBA”) and authorized under the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act”). The PPP Loan is beingwas made through the Bank of America, NA (the “Lender”). The term of the PPP Loan iswas two years with an annual interest rate of 1.00%. Payments of principal and interest on the PPP Loan will bewere deferred foruntil the first six monthsSBA remits the loan forgiveness amount to the lender. The Company used approximately 60% of the loan term. Payments on any unforgiven amounts will begin on the date on which loan forgiveness is determined or 10 months after the endamount of the borrower’s covered period if forgiveness is not requested. Commencing one month after the expiration of the deferral period, the Company is required to pay the Lender the principal amount outstanding on the PPP Loan in equal monthly payments of principal and interest.

At the time of application, the Company determined that the loan was necessary in order to secure the Company’s ability to meet its obligations in the face of potential disruptions in its business operations and the potential inability of its customersproceeds to pay their accounts when due. As of September 30, 2020, the Company incurredfor payroll costs and the balance on other eligible qualifying expenses that the Company believes to be consistent with the terms of the PPP Loan.  No assurance can be given that we will obtainand submitted its forgiveness application to the Lender during the third quarter of 2021. During the PPP Loanthird quarter, the entire loan was forgiven by the SBA and a gain of $4,000,000 was recorded in whole or“Other income (expense)” in part.

the Company’s condensed consolidated statements of operations.

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.

Item 3.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

Item 4.

Item 4.  Controls and Procedures

Disclosure Controls and Procedures

The Company carried out an evaluation under the supervision and with the participation of its management, including the Company’s ChiefPrincipal Executive Officer (“CEO”PEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of September 30, 2020.2021. Based upon that evaluation, the CEOPEO and CFO concluded that the Company’s disclosure controls and procedures arewere not 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 communicateddue to the material weakness in the Company’s management, includinginternal control over financial reporting reported in the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

-25- 

Company’s amended Annual Report on Form 10-K for the year ended December 31, 2020.

Changes in Internal Controls

DuringAs reported in the nine month periodCompany’s amended Annual Report on Form 10-K for the year ended September 30,December 31, 2020, management identified a material weakness in the Company’s internal control over financial reporting relating to the failure to monitor whether the components of internal control are present and functioning in accordance with the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013 (“COSO”). The Company has begun its remediation process which includes the development of enhanced internal control review procedures and documentation standards aligned with the COSO components and principles, however, there werehave not been sufficient opportunities to conclude that the enhanced procedures and documentation is operating effectively. Except for the implementation of the remediation plan, there have been no changes induring the period covered by this report to the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to affect, the Company’s internal controls over financial reporting.

- 25 -

PART II

OTHER INFORMATION

Item 1.

Item 1.  Legal Proceedings

Except as set forth in Note 8, Litigation. Additionally, the Company is subject to various claims and litigation arising in the normal course of business. In the opinion of management, such pending legal matters are either adequately covered by insurance or, if not insured, are not expected to materially adversely affect the business or earnings of the Company. The Company maintains insurance to cover liabilities in excess of certain self-insured retention levels. While the Company believes its insurance coverage is adequate, future claims could exceed existing insurance coverage or insurance may not continue to be available at commercially reasonable rates.

Item

Item 1A.  Risk Factors

Not applicable.

Item 2.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

(c) Company Purchases of Company’s Equity Securities

2020 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)
 

Total Number of Shares

Maximum Number of Shares

Purchased as Part of Publicly

that may yet be Purchased

Total Number of Shares

Weighted Average Price $

Announced Plans or Programs

under the Plans or Programs

2021 Periods

    

Purchased

    

Paid Per Share

    

(1)

    

(1)

January - March  9,903   (2) $10.07   360   89,385 

 

9,903

(2)

$

10.07

 

360

 

89,385

April - June  -       -   -   89,385 

 

  

 

 

 

89,385

July  -       -   -   89,385 

 

  

 

 

 

89,385

August  -       -   -   89,385 

 

  

 

 

89,385

September  -       -   -   89,385 

89,385

Total  9,903      $10.07   360   89,385 

9,903

$

10.07

360

89,385

(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 September 30, 2021, the Company has purchased 360,615 shares and there remains 89,385 shares available to purchase under this program. There were 360 shares purchased by the Company during the nine month period ended September 30, 2021.
(2)Includes 9,903 shares withheld/purchased by the Company in January 1, 2021 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.

(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 September 30, 2020, the Company has purchased 360,615 shares and there remains 89,385 shares available to purchase under this program. There were 360 shares purchased by the Company during the nine month period ended September 30, 2020.

(2) Includes 9,543 shares withheld/purchased by the Company in January 1, 2020 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 3.

Item 3.  Defaults Upon Senior Securities

Not applicable.

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Item 4.

Item 4.  Mine Safety Disclosures

Not applicable.

Item 5.

Item 5.  Other Information

Not applicable.

- 26 -

Item 6.

Item 6.  Exhibits

31.1

31.1

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

31.2

31.2

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

32.1

32.1

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

32.2

32.2

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

101

101

The following materials from Servotronics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020,2021, 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-Q 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, the severity, magnitude and duration of the COVID-19 pandemic, including impacts of the pandemic and of businesses’ and governments’ responses to the pandemic on the Company’s operations and personnel, and on commercial activity and demand across the Company’s and its customers’ businesses, and on global supply chains; and the Company’s inability to predict the extent to which the COVID-19 pandemic and related impacts will continue to adversely impact our business operations. 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-Q. 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.

-27- 

- 27 -

SIGNATURES

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

Date: November 13, 202015, 2021

 

SERVOTRONICS, INC.

By:/s/ Kenneth D. Trbovich, Chief Executive Officer

Kenneth D. Trbovich

By:

Chief

/s/ James C. Takacs, Principal Executive Officer

 

James C. Takacs

By:

Principal Executive Officer

By:

/s/ Lisa F. Bencel, Chief Financial Officer

Lisa F. Bencel

Chief Financial Officer

-28- - 28 -