SERVOTRONICS INC /DE/ - Quarter Report: 2008 June (Form 10-Q)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
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X QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the quarterly period ended June 30,
2008
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__ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the transition period from ____________________ to
____________________
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Commission
File No. 1 - 07109
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SERVOTRONICS,
INC.
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||||||||
(Exact
name of registrant as specified in its charter)
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Delaware
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16-0837866
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(State
or other jurisdiction of
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(IRS
Employer
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|||||||
incorporation
or organization)
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Identification
No.)
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1110
Maple Street, Elma, New York 14059-0300
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(Address
of principal executive offices)
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716-655-5990
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(Registrant’s
telephone number, including area code)
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Indicate
by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes X
. No .
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 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
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Outstanding
at July 31, 2008
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|||
Common
Stock, $.20 par value
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2,281,102
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- 1 -
INDEX
PART
I. FINANCIAL INFORMATION
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Page
No
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Item
1.
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Financial
Statements (Unaudited)
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a)
Consolidated balance sheets, June 30, 2008 and December 31,
2007
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3
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b)
Consolidated statements of operations for the three and six months
ended
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June 30, 2008 and 2007
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4
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c)
Consolidated statements of cash flows for the six months
ended
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June 30, 2008 and 2007
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5
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d)
Notes to consolidated financial statements
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6
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Item
2.
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Management’s
Discussion and Analysis of Financial Condition
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and
Results of Operations
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13
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Item
3.
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Quantitative
and Qualitative Disclosures About Market Risk
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15
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Item
4T.
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Controls
and Procedures
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16
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PART
II. OTHER INFORMATION
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||
Item
1.
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Legal
Proceedings
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16
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Item
1A.
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Risk
Factors
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16
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Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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16
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Item
3.
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Defaults
Upon Senior Securities
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16
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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16
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Item
5.
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Other
Information
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16
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Item
6.
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Exhibits
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17
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Signatures
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18
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- 2
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SERVOTRONICS, INC. AND
SUBSIDIARIES
CONSOLIDATED BALANCE
SHEETS
($000’s
omitted except share and per share data)
June
30,
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December
31,
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|||||||
2008
|
2007
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|||||||
(Unaudited)
|
||||||||
Assets
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 3,959 | $ | 4,879 | ||||
Accounts
receivable
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4,727 | 4,570 | ||||||
Inventories
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8,803 | 8,011 | ||||||
Deferred
income taxes
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411 | 411 | ||||||
Other
assets
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845 | 572 | ||||||
Total
current assets
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18,745 | 18,443 | ||||||
Property,
plant and equipment, net
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5,777 | 5,870 | ||||||
Other
non-current assets
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213 | 218 | ||||||
$ | 24,735 | $ | 24,531 | |||||
Liabilities
and Shareholders’ Equity
|
||||||||
Current
liabilities:
|
||||||||
Current
portion of long-term debt
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$ | 387 | $ | 387 | ||||
Accounts
payable
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1,479 | 1,419 | ||||||
Accrued
employee compensation and benefit costs
|
1,501 | 1,278 | ||||||
Accrued
income taxes
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189 | 489 | ||||||
Other
accrued liabilities
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298 | 298 | ||||||
Total
current liabilities
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3,854 | 3,871 | ||||||
Long-term
debt
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4,133 | 4,242 | ||||||
Deferred
income taxes
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412 | 412 | ||||||
Shareholders’
equity:
|
||||||||
Common
stock, par value $.20; authorized
|
||||||||
4,000,000
shares; issued 2,614,506 shares;
|
||||||||
Outstanding
1,935,797 (1,933,797 – 2007) shares
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523 | 523 | ||||||
Capital
in excess of par value
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13,033 | 13,033 | ||||||
Retained
earnings
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7,068 | 6,753 | ||||||
Accumulated
other comprehensive loss
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(67 | ) | (67 | ) | ||||
20,557 | 20,242 | |||||||
Employee
stock ownership trust commitment
|
(1,832 | ) | (1,832 | ) | ||||
Treasury
stock, at cost 333,404 (335,404 – 2007) shares
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(2,389 | ) | (2,404 | ) | ||||
Total
shareholders’ equity
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16,336 | 16,006 | ||||||
$ | 24,735 | $ | 24,531 |
See notes
to consolidated financial statements
- 3
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SERVOTRONICS, INC. AND
SUBSIDIARIES
CONSOLIDATED STATEMENTS OF
OPERATIONS
($000’s
omitted except share and per share data)
(Unaudited)
Three
Months Ended
|
Six
Months Ended
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|||||||||||||||
June
30,
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June
30,
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|||||||||||||||
2008
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2007
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2008
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2007
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Revenues
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$ | 7,732 | $ | 8,374 | $ | 16,717 | $ | 14,904 | ||||||||
Costs,
expenses and other income:
|
||||||||||||||||
Cost
of goods sold, exclusive
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||||||||||||||||
of
depreciation
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5,617 | 6,477 | 12,085 | 11,594 | ||||||||||||
Selling,
general and administrative
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1,021 | 1,011 | 2,044 | 1,922 | ||||||||||||
Interest
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40 | 64 | 87 | 126 | ||||||||||||
Depreciation
and amortization
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141 | 141 | 281 | 280 | ||||||||||||
Other
income, net
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(15 | ) | (37 | ) | (53 | ) | (71 | ) | ||||||||
6,804 | 7,656 | 14,444 | 13,851 | |||||||||||||
Income
before income tax provision
|
928 | 718 | 2,273 | 1,053 | ||||||||||||
Income
tax provision
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340 | 279 | 832 | 410 | ||||||||||||
Net
income
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$ | 588 | $ | 439 | $ | 1,441 | $ | 643 | ||||||||
Income
per share:
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||||||||||||||||
Basic
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||||||||||||||||
Net
income per share
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$ | 0.30 | $ | 0.23 | $ | 0.74 | $ | 0.33 | ||||||||
Diluted
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||||||||||||||||
Net
income per share
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$ | 0.27 | $ | 0.21 | $ | 0.67 | $ | 0.30 |
See notes
to consolidated financial statements
- 4 -
SERVOTRONICS, INC. AND
SUBSIDIARIES
CONSOLIDATED STATEMENTS OF
CASH FLOWS
($000’s
omitted)
(Unaudited)
Six
Months Ended
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||||||||
June
30,
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||||||||
2008
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2007
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|||||||
Cash
flows related to operating activities:
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||||||||
Net
income
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$ | 1,441 | $ | 643 | ||||
Adjustments
to reconcile net income to net
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||||||||
cash provided by operating activities -
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||||||||
Depreciation
and amortization
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281 | 280 | ||||||
Change
in assets and liabilities -
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||||||||
Accounts
receivable
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(157 | ) | (292 | ) | ||||
Inventories
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(792 | ) | (856 | ) | ||||
Other
assets
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(273 | ) | (158 | ) | ||||
Other
non-current assets
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5 | 91 | ||||||
Accounts
payable
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60 | 746 | ||||||
Accrued
employee compensation and benefit costs
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223 | 486 | ||||||
Accrued
income taxes
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(300 | ) | 121 | |||||
Other
accrued liabilities
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(1 | ) | (23 | ) | ||||
Net
cash provided by operating activities
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487 | 1,038 | ||||||
Cash
flows related to investing activities:
|
||||||||
Capital
expenditures - property, plant and
|
||||||||
Equipment
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(186 | ) | (129 | ) | ||||
Net
cash used in investing activities
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(186 | ) | (129 | ) | ||||
Cash
flows related to financing activities:
|
||||||||
Principal
payments on long-term debt
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(108 | ) | (107 | ) | ||||
Purchase
of treasury shares
|
- | (804 | ) | |||||
Cash
dividend
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(348 | ) | - | |||||
Purchase
of stock options
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(772 | ) | - | |||||
Proceeds
from exercise of stock options
|
7 | - | ||||||
Net
cash used in financing activities
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(1,221 | ) | (911 | ) | ||||
Net decrease in cash and cash equivalents | (920 | ) | (2 | ) | ||||
Cash
and cash equivalents at beginning of period
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4,879 | 4,104 | ||||||
Cash
and cash equivalents at end of period
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$ | 3,959 | $ | 4,102 |
See notes
to consolidated financial statements
-
5 -
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
1.
Basis of
presentation
The accompanying unaudited consolidated
financial statements have been prepared in accordance with U.S. 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 U.S. 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 six months ending June 30, 2008 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2008. The
consolidated financial statements should be read in conjunction with the annual
report and the notes thereto.
2.
Summary of significant
accounting policies
Principles of
consolidation
The consolidated financial statements
include the accounts of Servotronics, Inc. and its wholly-owned subsidiaries
(the “Company”).
Cash and cash
equivalents
The Company considers cash and cash
equivalents to include all cash accounts and short-term investments purchased
with an original maturity of three months or less.
Revenue
recognition
Revenues are recognized as services are
rendered or as units are shipped at the designated FOB point consistent with the
transfer of title, risks and rewards of ownership. 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 and may
provide for progress payments based on in-process costs as they are
incurred.
Inventories
Inventories are stated at the lower of
standard cost or net realizable value. Cost includes all costs incurred to bring
each product to its present location and condition, which approximates actual
cost (first-in, first-out). Market provisions with respect to net realizable
value and inventory expected to be used in greater than one year are applied to
the gross value of the inventory through a reserve of approximately $542,000 and
$646,000 at June 30, 2008 and December 31, 2007, respectively. Pre-production
and start-up costs are expensed as incurred.
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 on the statements of operations as other income,
net.
- 6 -
Depreciation is provided on the basis
of estimated useful lives of depreciable properties, primarily by the
straight-line method for financial statement purposes and by accelerated methods
for tax purposes. Depreciation expense includes the amortization of capital
lease assets. The estimated useful lives of depreciable properties are generally
as follows:
Buildings
and improvements
|
5-39
years
|
|
Machinery
and equipment
|
5-15
years
|
|
Tooling
|
3-5
years
|
Income
taxes
The Company accounts for income taxes
in accordance with SFAS No. 109, “Accounting for Income Taxes”. SFAS No. 109
requires the recognition of deferred tax liabilities and assets for the expected
future tax consequences of operating loss and credit carryforwards and temporary
differences between the carrying amounts and the tax bases of assets and
liabilities. The Company and its subsidiaries file a consolidated federal income
tax return, combined New York and standalone Pennsylvania state income tax
returns.
Supplemental cash flow
information
Income taxes paid during the three
months ended June 30, 2008 and 2007 amounted to approximately $404,000 and
$135,000, respectively, and amounted to $1,138,000 and $302,000 for the six
months ended June 30, 2008 and 2007, respectively. Interest paid during the
three months ended June 30, 2008 and 2007 amounted to approximately $44,000 and
$63,000, respectively, and amounted to $102,000 and $125,000 for the six months
June 30, 2008 and 2007, respectively.
Employee stock ownership
plan
Contributions to the employee stock
ownership plan are determined annually by the Company according to plan
formula.
Impairment of long-lived
assets
The Company reviews long-lived assets
for impairment whenever events or changes in business circumstances indicate
that the carrying amount of the assets may not be fully recoverable based on
undiscounted future operating cash flow analyses. If an impairment is determined
to exist, any related impairment loss is calculated based on fair value.
Impairment losses on assets to be disposed of, if any, are based on the
estimated proceeds to be received, less costs of disposal. The Company has
determined that no impairment of long-lived assets existed at June 30, 2008 and
December 31, 2007.
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 financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Research and development
costs
Research and development costs are
expensed as incurred as defined in SFAS No. 2, “Accounting for Research and
Development Costs.”
New accounting
pronouncements
In September 2006, the Financial
Accounting Standards Board (FASB) issued Statement No. 157 “Fair Value
Measurement”. This Statement defines fair value, establishes a framework for
measuring fair value in GAAP, and expands disclosures about fair value
measurements. In February of 2008, the FASB issued FASB Staff Position 157-2
which delays the effective date of SFAS 157 for non-financial assets and
liabilities which are not measured at fair value on a recurring basis (at least
annually) until fiscal years beginning after November 15, 2008. The Company is
currently evaluating the impact of SFAS 157 on the Company’s consolidated
financial statements.
- 7
-
In June 2006, the FASB issued
Interpretation No. 48 “Accounting for Uncertainty in Income Taxes—an
interpretation of FASB Statement No. 109” (“FIN 48”). This Interpretation
clarifies the accounting for uncertainty in income taxes recognized in an
enterprise’s financial statements in accordance with FASB Statement No. 109,
“Accounting for Income Taxes”. FIN 48 prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement of
a tax position taken or expected to be taken in a tax return. This
Interpretation also provides guidance on recognition, classification, interest
and penalties, accounting in interim periods, disclosure, and transition. The
Company adopted the provisions of FIN 48 in the first quarter of fiscal
2007. The adoption of FIN 48 did not have a material impact on the
Company's financial position, results of operations or cash flows.
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 sheet at June 30, 2008 or December 31, 2007, and did
not recognize any interest and/or penalties in its consolidated statement of
operations during the three or six month periods ended June 30, 2008 and
2007.
In February 2007, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standards
No. 159, The Fair Value Option for Financial Assets and Financial Liabilities
(“SFAS No. 159”). SFAS No.159 permits companies to elect to follow fair value
accounting for certain financial assets and liabilities in an effort to mitigate
volatility in earnings without having to apply complex hedge accounting
provisions. The standard also establishes presentation and disclosure
requirements designed to facilitate comparison between entities that choose
different measurement attributes for similar types of assets and liabilities.
SFAS No. 159 is effective for fiscal years beginning after November 15, 2007.
The Company elected not to adopt the provisions of FAS 159 on the Company’s
consolidated financial statements.
Other recently issued FASB Statements
or Interpretations, SEC Staff Accounting Bulletins, and AICPA Emerging Issue
Task Force Consensuses have either been implemented or are not applicable to the
Company.
Risk
Factors
The aviation and aerospace industries
as well as markets for the Company’s consumer products are facing new and
evolving challenges on a global basis. The success of the Company depends upon
the trends of the economy, including interest rates, income tax laws,
governmental regulation, legislation, and other risk factors. In addition,
uncertainties in today’s global economy, competition from expanding
manufacturing capabilities and technical sophistication of low-cost developing
countries, particularly in South and East Asia, currency policies in relation to
the U.S. dollar of some major foreign exporting countries so as to maintain or
increase a pricing advantage of their exports vis-à-vis U.S. manufactured goods,
the effects of terrorism, including the threat of terrorism, difficulty in
predicting defense and other government appropriations, the vitality of the
commercial aviation industry and its ability to purchase new aircraft, the
willingness and ability of the Company’s customers to fund long-term purchase
programs, volatile market demand and the continued market acceptance of the
Company’s advanced technology and cutlery products make it difficult to predict
the impact on future financial results.
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.
- 8
-
3. Inventories
June
30,
|
December
31,
|
|||||||
2008
|
2007
|
|||||||
($000’s
omitted)
|
||||||||
Raw
materials and common parts, net of reserve
|
$ | 2,535 | $ | 2,361 | ||||
Work-in-process
|
5,273 | 4,532 | ||||||
Finished
goods
|
995 | 1,118 | ||||||
$ | 8,803 | $ | 8,011 |
4. Property, plant and
equipment
June
30,
|
December
31,
|
|||||||
2008
|
2007
|
|||||||
($000’s
omitted)
|
||||||||
Land
|
$ | 25 | $ | 25 | ||||
Buildings
|
6,668 | 6,638 | ||||||
Machinery,
equipment and tooling
|
11,491 | 11,336 | ||||||
18,184 | 17,999 | |||||||
Less
accumulated depreciation and amortization
|
(12,407 | ) | (12,129 | ) | ||||
$ | 5,777 | $ | 5,870 |
Property, plant and equipment includes
land and building under a $5,000,000 capital lease which can be purchased for a
nominal amount at the end of the lease term. As of June 30, 2008 and December
31, 2007, accumulated amortization on the building amounted to approximately
$1,953,000 and $1,883,000, respectively. The associated current and long-term
liabilities are discussed in Note 5, Long-term debt, of the consolidated
financial statements. Depreciation expense for the three months ended June 30,
2008 and 2007 amounted to $141,000 for both periods and $281,000 and $280,000
for the six months ended June 30, 2008 and 2007, respectively. The Company
believes that it maintains property and casualty insurance in amounts adequate
for the risk and nature of its assets and operations and which are generally
customary in its industry.
- 9 -
5. Long-term
debt
June
30,
|
December
31,
|
|||||||
2008
|
2007
|
|||||||
($000’s
omitted)
|
||||||||
Industrial
Development Revenue Bonds; secured by an equivalent
|
||||||||
letter
of credit from a bank with interest payable monthly
|
||||||||
at
a floating rate (1.75% at June 30, 2008)(A)
|
$ | 3,640 | $ | 3,640 | ||||
Term
loan payable to a financial institution;
|
||||||||
Interest
at LIBOR plus 2%, (4.46% at June 30, 2008);
|
||||||||
quarterly
principal payments of $26,786 through the
|
||||||||
fourth
quarter of 2011
|
375 | 428 | ||||||
Term
loan payable to a financial institution;
|
||||||||
interest
at LIBOR plus 2%, not to exceed 6.00% (4.79% at
|
||||||||
June
30, 2008); quarterly principal payments
|
||||||||
of
$17,500; payable in full in the fourth quarter
|
||||||||
of
2009; partially secured by equipment
|
255 | 290 | ||||||
Secured
term loan payable to a government agency;
|
||||||||
monthly
payments of $1,950 including interest
|
||||||||
fixed
at 3% payable through fourth quarter of 2015
|
155 | 165 | ||||||
Secured
term loan payable to a government agency;
|
||||||||
monthly
principal payments of approximately $1,800 with
|
||||||||
interest
waived payable through second quarter of 2012
|
95 | 106 | ||||||
4,520 | 4,629 | |||||||
Less
current portion
|
(387 | ) | (387 | ) | ||||
$ | 4,133 | $ | 4,242 | |||||
(A) Industrial
Development Revenue Bonds were issued by a government agency to finance the
construction of the Company’s headquarters/Advanced Technology facility. Annual
sinking fund payments of $170,000 commenced December 1, 2000 and continue
through 2013, with a final payment of $2,620,000 due December 1, 2014. The
Company has agreed to reimburse the issuer of the letter of credit if there are
draws on that letter of credit. The Company pays the letter of credit bank an
annual fee of 1% of the amount secured thereby and pays the remarketing agent
for the bonds an annual fee of .25% of the principal amount outstanding. The
Company’s interest under the facility capital lease has been pledged to secure
its obligations to the government agency, the bank and the
bondholders.
The Company also has a $1,000,000 line
of credit on which there was no balance outstanding at June 30, 2008 and
December 31, 2007.
Certain lenders require the Company to
comply with debt covenants as described in the specific loan documents,
including a debt service ratio. At June 30, 2008 and December 31, 2007, the
Company was in compliance with all of its debt covenants.
6. Income
taxes
In June 2006, the FASB issued
Interpretation No. 48, Accounting for Uncertainty in Income
Taxes—an interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48
clarifies the accounting for uncertainty in income taxes recognized in an
enterprise’s financial statements in accordance with FASB Statement
No. 109, Accounting for
Income Taxes. FIN 48 prescribes a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. The Company adopted FIN
48 as of the beginning of 2007 and the adoption of FIN 48 did not have a
material impact on its consolidated financial statements. The Company
did not have any unrecognized tax benefits or obligations as of December 31,
2007 or June 30, 2008.
- 10
-
If interest and penalties would need to
be accrued related to unrecognized tax obligations, it is the Company’s policy
to recognize interest and penalties accrued related to unrecognized tax
obligations as a component of income taxes. The Company and/or its
subsidiaries file income tax returns in the United States federal jurisdiction,
New York State and Pennsylvania. The Company is no longer subject to U.S.
federal, state and local income tax examinations by tax authorities for years
before 2004.
In May 2007, the FASB issued FASB Staff
Position (“FSP”) FIN 48-1 Definition of Settlement in FASB Interpretation No. 48
(FSP FIN 48-1). FSP FIN 48-1 provides guidance on how to determine whether a tax
position is effectively settled for the purpose of recognizing previously
unrecognized tax benefits. FSP FIN 48-1 is effective retroactively to January 1,
2007. The implementation of this standard did not have a material impact on our
consolidated financial position or results of operations.
During the second quarter of 2007, the
Internal Revenue Service (IRS) commenced an examination of the Company’s U.S.
income tax return for the year 2005. In the third quarter of 2007, the IRS
examination was completed and settled resulting in a $3,000 refund to the
Company.
7. Common shareholders’
equity
Common stock
|
($000’s
omitted)
|
|||||||||||||||||||||||||||||||
Number
|
Capital
in
|
Other
|
Total
|
|||||||||||||||||||||||||||||
Of
shares
|
Excess
of
|
Retained
|
Treasury
|
comprehensive
|
shareholders’
|
|||||||||||||||||||||||||||
Issued
|
Amount
|
par value
|
earnings
|
ESOP
|
stock
|
loss
|
equity
|
|||||||||||||||||||||||||
Balance
December 31, 2007
|
2,614,506 | $ | 523 | $ | 13,033 | $ | 6,753 | $ | (1,832 | ) | $ | (2,404 | ) | $ | (67 | ) | $ | 16,006 | ||||||||||||||
Net
income
|
-
|
- | - | 1,441 | - | - | - | 1,441 | ||||||||||||||||||||||||
Cash
dividend
|
- | - | - | (348 | ) | - | - | - | (348 | ) | ||||||||||||||||||||||
Purchase
of stock options
|
- | - | - | (772 | ) | - | - | - | (772 | ) | ||||||||||||||||||||||
Exercise
of stock options
|
- | - | - | (8 | ) | - | 15 | - | 7 | |||||||||||||||||||||||
Other
|
- | - | - | 2 | - | - | - | 2 | ||||||||||||||||||||||||
Balance
June 30, 2008
|
2,614,506 | $ | 523 | $ | 13,033 | $ | 7,068 | $ | (1,832 | ) | $ | (2,389 | ) | $ | (67 | ) | $ | 16,336 |
In January of 2006, the Company’s Board
of Directors authorized the purchase by the Company of up to 250,000 shares of
its common stock in the open market or in privately negotiated transactions. As
of June 30, 2008, the Company has purchased 194,357 shares and there remain
55,643 shares available to purchase under this program. No shares were purchased
pursuant to this authorization in the quarter ended June 30, 2008.
As previously reported, on January 31,
2008, the Company announced that its Board of Directors declared a $0.15 per
share cash dividend. The dividend was paid on March 14, 2008 to shareholders of
record on February 20, 2008 and was approximately $348,000 in the aggregate.
This dividend does not represent that the Company will pay dividends on a
regular or scheduled basis.
As previously reported, and consistent
with the Company’s current policy to reduce the number of outstanding Company
shares thereby increasing the reported earnings per share, the Company reduced
the number of stock options outstanding through a cash payment equal to the
difference between the option exercise price and the average of the high and the
low market price of the Company's common stock on the day of surrender less an
administrative charge.
Earnings per
share
Basic earnings per share are computed
by dividing net earnings by the weighted average number of shares outstanding
during the period. Diluted earnings per share are computed by dividing net
earnings by the weighted average number of shares outstanding during the period
plus the number of shares of common stock that would be issued assuming all
contingently issuable shares having a dilutive effect on earnings per share were
outstanding for the period. 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.
- 11
-
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||
June
30,
|
June
30,
|
|||||||||||||||
2008
|
2007
|
2008
|
2007
|
|||||||||||||
($000’s
omitted except per share data)
|
||||||||||||||||
Net
income
|
$ | 588 | $ | 439 | $ | 1,441 | $ | 643 | ||||||||
Weighted
average common shares
|
||||||||||||||||
outstanding
(basic)
|
1,936 | 1,941 | 1,935 | 1,960 | ||||||||||||
Incremental
shares from assumed
|
||||||||||||||||
conversions
of stock options
|
206 | 169 | 207 | 167 | ||||||||||||
Weighted
average common
|
||||||||||||||||
shares
outstanding (diluted)
|
2,142 | 2,110 | 2,142 | 2,127 | ||||||||||||
Basic
|
||||||||||||||||
Net
income per share
|
$ | 0.30 | $ | 0.23 | $ | 0.74 | $ | 0.33 | ||||||||
Diluted
|
||||||||||||||||
Net
income per share
|
$ | 0.27 | $ | 0.21 | $ | 0.67 | $ | 0.30 |
8. Business
segments
The Company operates in two business
segments, Advanced Technology Group (ATG) and Consumer Products Group (CPG). The
Company’s reportable segments are strategic business units that offer different
products and services. The segments are composed of separate corporations and
are managed separately. Operations in the ATG 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 various government agencies. The Company
derives its primary sales revenue from domestic customers, although a portion of
finished products are for foreign end use.
Information regarding the Company’s
operations in these segments is summarized as follows
($000’s omitted):
Advanced
Technology
|
Consumer
Products
|
|||||||||||||||||||||||
Group
|
Group
|
Consolidated | ||||||||||||||||||||||
Six months
ended
|
Six months
ended
|
Six
months ended
|
||||||||||||||||||||||
June
30,
|
June
30,
|
June
30,
|
||||||||||||||||||||||
2008
|
2007
|
2008
|
2007
|
2008
|
2007
|
|||||||||||||||||||
Revenues
from unaffiliated customers
|
$ | 9,894 | $ | 8,386 | $ | 6,823 | $ | 6,518 | $ | 16,717 | $ | 14,904 | ||||||||||||
Profit
(loss)
|
$ | 2,740 | $ | 1,871 | $ | 320 | $ | (150 | ) | $ | 3,060 | $ | 1,721 | |||||||||||
Interest
expense
|
$ | (78 | ) | $ | (114 | ) | $ | (9 | ) | $ | (12 | ) | (87 | ) | (126 | ) | ||||||||
Depreciation
and amortization
|
$ | (195 | ) | $ | (193 | ) | $ | (86 | ) | $ | (87 | ) | (281 | ) | (280 | ) | ||||||||
Other
income, net
|
$ | 36 | $ | 58 | $ | 17 | $ | 13 | 53 | 71 | ||||||||||||||
General
corporate expense
|
(472 | ) | (333 | ) | ||||||||||||||||||||
Income
before income tax provision
|
$ | 2,273 | $ | 1,053 | ||||||||||||||||||||
Capital
expenditures
|
$ | 168 | $ | 66 | $ | 18 | $ | 63 | $ | 186 | $ | 129 |
June
30,
|
December 31,
|
June 30,
|
December 31,
|
June 30,
|
December 31,
|
|||||||||||||||||||
2008
|
2007
|
2008
|
2007
|
2008
|
2007
|
|||||||||||||||||||
Identifiable
assets
|
$ | 15,280 | $ | 15,685 | $ | 9,455 | $ | 8,846 | $ | 24,735 | $ | 24,531 |
- 12
-
Advanced
Technology
|
Consumer
Products
|
|||||||||||||||||||||||
Group
|
Group
|
Consolidated | ||||||||||||||||||||||
Three
months ended
|
Three
months ended
|
Three
months ended
|
||||||||||||||||||||||
June
30,
|
June
30,
|
June
30,
|
||||||||||||||||||||||
2008
|
2007
|
2008
|
2007
|
2008
|
2007
|
|||||||||||||||||||
Revenues
from unaffiliated customers
|
$ | 5,247 | $ | 4,456 | $ | 2,485 | $ | 3,918 | $ | 7,732 | $ | 8,374 | ||||||||||||
Profit
(loss)
|
$ | 1,638 | $ | 946 | $ | (308 | ) | $ | 106 | $ | 1,330 | $ | 1,052 | |||||||||||
Interest
expense
|
$ | (36 | ) | $ | (58 | ) | $ | (4 | ) | $ | (6 | ) | (40 | ) | (64 | ) | ||||||||
Depreciation
and amortization
|
$ | (98 | ) | $ | (97 | ) | $ | (43 | ) | $ | (44 | ) | (141 | ) | (141 | ) | ||||||||
Other
income, net
|
$ | 8 | $ | 30 | $ | 7 | $ | 7 | 15 | 37 | ||||||||||||||
General
corporate expense
|
(236 | ) | (166 | ) | ||||||||||||||||||||
Income
before income tax provision
|
$ | 928 | $ | 718 | ||||||||||||||||||||
Capital
expenditures
|
$ | 66 | $ | 15 | $ | 1 | $ | 33 | $ | 67 | $ | 48 |
9. Other
income
Components of
other income include interest income on cash and cash equivalents, and other
minor amounts not directly related to the sale of the Company’s
products.
Item
2.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
Management
Discussion
|
During the three months ended June 30,
2008 and 2007 approximately 37% and 47%, respectively, and 43% and 41% for the
six months ended June 30, 2008 and 2007, respectively, of the Company’s revenues
were derived from contracts with agencies of the U.S. Government or their prime
contractors and their subcontractors. The Company believes that government
involvement in military operations overseas will continue to have a direct
impact on the financial results in both the Advanced Technology and Consumer
Products markets. While the Company remains optimistic in relation to these
opportunities, it recognizes that sales to the Government are affected by
defense budgets, the foreign policies of the U.S. and other nations, the level
of military operations and other factors and, as such, it is difficult to
predict the impact on future financial results. 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 of terrorism and the threat of terrorism,
market demand and acceptance both for the Company’s products and its customers’
products which incorporate Company-made components.
The Aerospace Industries Association
(AIA) and various other sources indicate that the aircraft market continues to
be fundamentally strong based on current aircraft backlog and aircraft order
rates, which are anticipated to remain so in 2008. The Company’s Advanced
Technology Group revenue increased for the three and six months ended June 30,
2008 compared to the same period in 2007 due to a general increase amid existing
and new customers as well as across various product lines. The ATG continues its
aggressive business development efforts in its primary markets and is broadening
its focus to include new – both domestic and foreign - markets that are
consistent with its core competencies.
The Company’s Consumer Products Group
develops products for government and commercial applications. Forecasted
procurements for certain of these items are forming the basis for possible
volatile deliveries into 2009.
See also Note 8, Business segments, of
the consolidated financial statements for information concerning business
segment operating results.
- 13
-
Results of
Operations
The following table sets forth for the
period indicated the percentage relationship of certain items in the
consolidated statement of operations to revenues and the period to period dollar
($000’s omitted) and
percentage increase or decrease of such items as compared to the indicated prior
period.
Relationship
to
|
Period
to
|
Period
to
|
Relationship
to
|
Period
to
|
Period
to
|
|||||||||||||||||||||||||||
net
revenues
|
period$
|
period%
|
net
revenues
|
period
%
|
period
%
|
|||||||||||||||||||||||||||
three
months ended
|
increase
|
increase
|
six
months ended
|
increase
|
increase
|
|||||||||||||||||||||||||||
June
30,
|
(decrease)
|
(decrease)
|
June
30,
|
(decrease)
|
(decrease)
|
|||||||||||||||||||||||||||
2008
|
2007
|
08-07
|
08-07
|
2008
|
2007
|
08-07
|
08-07
|
|||||||||||||||||||||||||
Revenues
|
||||||||||||||||||||||||||||||||
Advanced
Technology Group
|
67.9 | % | 53.2 | % | $ | 791 | 17.8 | % | 59.2 | % | 56.3 | % | $ | 1,508 | 18.0 | % | ||||||||||||||||
Consumer
Products Group
|
32.1 | 46.8 | (1,433 | ) | (36.6 | ) | 40.8 | 43.7 | 305 | 4.7 | ||||||||||||||||||||||
100.0 | 100.0 | (642 | ) | (7.7 | ) | 100.0 | 100.0 | 1,813 | 12.2 | |||||||||||||||||||||||
Cost
of goods sold, exclusive of
|
||||||||||||||||||||||||||||||||
depreciation
|
72.6 | 77.3 | (860 | ) | (13.3 | ) | 72.3 | 77.8 | 491 | 4.2 | ||||||||||||||||||||||
Gross
profit
|
27.4 | 22.7 | 218 | 11.5 | 27.7 | 22.2 | 1,322 | 39.9 | ||||||||||||||||||||||||
Selling,
general and administrative
|
13.2 | 12.1 | 10 | 1.0 | 12.2 | 12.9 | 122 | 6.3 | ||||||||||||||||||||||||
Interest
|
0.5 | 0.8 | (24 | ) | (37.5 | ) | 0.5 | 0.8 | (39 | ) | (31.0 | ) | ||||||||||||||||||||
Depreciation
and amortization
|
1.8 | 1.7 | 0 | 0.0 | 1.7 | 1.9 | 1 | 0.4 | ||||||||||||||||||||||||
Other
income, net
|
(0.2 | ) | (0.4 | ) | 22 | (59.5 | ) | (0.3 | ) | (0.5 | ) | (18 | ) | (25.4 | ) | |||||||||||||||||
15.3 | 14.2 | 8 | 0.7 | 14.1 | 15.1 | 66 | 4.5 | |||||||||||||||||||||||||
Income
before income tax provision
|
12.1 | 8.5 | 210 | 29.2 | 13.6 | 7.1 | 1,220 | 115.9 | ||||||||||||||||||||||||
Income
tax provision
|
4.5 | 3.3 | 61 | 21.9 | 5.0 | 2.8 | 422 | 102.9 | ||||||||||||||||||||||||
Net
income
|
7.6 | % | 5.2 | % | $ | 149 | 33.9 | % | 8.6 | % | 4.3 | % | $ | 798 | 124.1 | % |
The Company’s consolidated revenues
increased approximately $1,813,000 for the six month period ended June 30, 2008
when compared to the same six month period in 2007 while the Company’s
consolidated revenues decreased approximately $642,000 for the three month
period ended June 30, 2008 when compared to the same three month period in 2007.
During the three and six month periods ended June 30, 2008, sales of the
Company’s ATG products for both government and commercial applications increased
when compared to the same periods of 2007. The Company’s CPG shipments increased
for the six month period ended June 30, 2008 when compared to the same period of
2007, but decreased for the three month period ended June 30, 2008 when compared
to the same three month period of 2007. The decrease in the CPG sales is the
result of anticipated volatility in forecasted procurement of government
contracts. In particular, certain Government contracts which represented
approximately 60% of CPG revenues for the above comparative six month periods
have completed.
As shown in the above table, gross
profit and gross profit percentage for the three and six month periods ended
June 30, 2008 increased as compared to the same three and six month periods in
2007. Increased sales volume as well as the current mix of products sold within
the ATG segment are primarily the source for the dollar value and percentage
increase in gross profit. The increases in revenues and margins at the ATG
segment were partially offset by gross margin losses at the CPG segment during
the current three month quarter due to the completion of two Government
contracts.
Selling, general and administrative
(SG&A) expenses increased by approximately 6.3% for the six month period
ended June 30, 2008 when compared to the same six month period in 2007 while the
three month period ended June 30, 2008 showed only a 1.0% increase when compared
to the same three month period in 2007. The increase in SG&A is primarily
due to increased expenses associated with business development activities as
well as increased employee compensation expenses.
- 14
-
Interest expense decreased for the
three and six month periods ended June 30, 2008 when compared to the same three
and six month periods in 2007 as average debt outstanding was lower and will
continue to decline as the Company repays its scheduled debt obligations and
assuming the Company does not incur additional debt and the average industry
lending rate does not increase. See also Note 5, Long-term debt, of the
consolidated financial statements for information on long-term
debt.
Depreciation and amortization expense
remained approximately constant for the three and six month periods ended June
30, 2008 when compared to the same three and six month periods in 2007. Interest
expense is affected by the variable estimated useful lives of depreciable
property (as identified in Note 2, Summary of significant accounting policies,
of the consolidated financial statements) as well as the timing amount and
nature of capital expenditures and their full amortization date
thereof.
The Company’s effective tax rate was
36.6% in the second quarter of 2008 as compared to 39.0% for the six month
period ended June 30, 2007. The effective tax rate in both years reflects state
income taxes, permanent non-deductible expenditures and the tax benefit for
manufacturing deductions allowable under the American Jobs Creation Act of 2004
as well as reductions in New York State’s statutory tax rate and income
apportionments formula.
See also Note 6, Income taxes, of the
consolidated financial statements for information concerning income
tax.
Net income increased $149,000 and
$798,000, respectively, when comparing the three and six month periods ended
June 30, 2008 to the same three and six months periods in 2007. The increase in
income is the result of increased sales in the six month period ended June 30,
2008 at both the ATG and CPG for products with favorable margins as well as cost
containment activities and a reduction in the effective income tax
rate.
Liquidity and Capital
Resources
The Company’s primary liquidity and
capital requirements relate to working capital needs; primarily inventory,
accounts receivable, capital expenditures for property, plant and equipment and
principal and interest payments on debt.
At June 30, 2008, the Company had
working capital of approximately $14.9 million of which approximately $4.0
million was comprised of cash and cash equivalents. The Company generated
approximately $487,000 in cash from operations during the six months ended June
30, 2008 as compared to $1,038,000 during the six months ended June 30, 2007.
Cash was generated from operations through an increase in net income as
previously discussed as well as increases in certain employee benefit accrual
items. The primary reasons for the increase in the uses of cash for the
Company’s operating activities for the three month and six month periods ended
June 30, 2008 was related to payments of approximately $1,123,000 in income
taxes and increases in accounts receivable and inventory costs aggregating
$949,000 attributed to the increase in revenue volume.
The Company’s primary use of cash in
its financing and investing activities in the first six months of 2008 related
to capital expenditures for equipment, principle payments on long-term debt as
well as approximately $348,000 in a cash dividend paid on March 14, 2008 to
shareholders of record on February 20, 2008. The Company also expended $772,000
to purchase outstanding stock options.
At June 30, 2008, there are no material
commitments for capital expenditures.
The Company also has a $1,000,000 line
of credit on which there is no balance outstanding at June 30, 2008. If needed,
this can be used to fund cash flow required for operations.
- 15 -
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
4T. CONTROLS AND
PROCEDURES
Disclosure Controls and
Procedures
The Company carried out an evaluation
under the supervision and with the participation of its management, including
the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer
(“CFO”), of the effectiveness of the Company’s disclosure controls and
procedures as of June 30, 2008. Based upon that evaluation, the CEO and CFO
concluded that the Company’s disclosure controls and procedures are effective in
timely alerting them to the material information relating to the Company (or the
Company’s consolidated subsidiaries) required to be included in the Company’s
periodic filings with the SEC, such that the information relating to the Company
required to be disclosed in SEC reports (i) is recorded, processed, summarized
and reported within the time periods specified in SEC rules and forms, and (ii)
is accumulated and communicated to the Company’s management, including the CEO
and CFO, as appropriate to allow timely decisions regarding required
disclosure.
Changes in Internal
Controls
During the three and six month periods
ended June 30, 2008, there were no changes in internal controls over financial
reporting that have materially affected, or is reasonably likely to affect, the
Company’s internal control over financial reporting.
PART
II
OTHER
INFORMATION
Item
1. LEGAL
PROCEEDINGS
None.
Item
1A.
RISK
FACTORS
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
2.
UNREGISTERED SALES OF
EQUITY SECURITIES AND USE OF PROCEEDS
Purchases of Equity
Securities by the Company and Affiliated Purchasers
Period
|
Total
Number of Shares Purchased
|
Average
Price $ Paid Per Share
|
Total
Number of Shares Purchased as Part of Publicly Announced Plans or
Programs
|
Maximum
Number of Shares that may yet be Purchased under the Plans or
Programs
|
January
1 – June 30, 2008
|
-
|
-
|
-
|
55,643
|
Item
3. DEFAULTS UPON SENIOR
SECURITIES
None.
Item
4. SUBMISSION OF MATTERS TO A
VOTE OF SECURITY HOLDERS
None.
Item
5. OTHER
INFORMATION
None.
-
16 -
Item
6. EXHIBITS
|
31.1
|
Certification
of Chief Financial Officer pursuant to Rule 13a-14 or 15d-14 of the
Securities Exchange act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification
of Chief Executive Officer pursuant to Rule 13a-14 or 15d-14 of the
Securities Exchange act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certification
of Chief Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
32.2
|
Certification
of Chief Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
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.
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.
-
17 -
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
Date:
August 14, 2008
SERVOTRONICS, INC. | |||
|
By:
|
/s/ Cari L. Jaroslawsky, Chief Financial Officer | |
Cari L. Jaroslawsky | |||
Chief Financial Officer | |||
|
By:
|
/s/ Dr. Nicholas D. Trbovich, Chief Executive Officer | |
Dr. Nicholas D. Trbovich | |||
Chief Executive Officer | |||
- 18 -