SERVOTRONICS INC /DE/ - Quarter Report: 2012 June (Form 10-Q)

t74309_10q.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2012

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

Commission File No. 1-07109

SERVOTRONICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		16-0837866
(State or other jurisdiction of		(I. R. S. Employer
incorporation or organization)		Identification No.)

1110 Maple Street

Elma, New York 14059

(Address of principal executive offices) (zip code)

(716) 655-5990

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

Yes x No o

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.

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o 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		Outstanding at July 31, 2012
Common Stock, $.20 par value		2,383,013

INDEX

			Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited):

	a)	Consolidated Balance Sheets, June 30, 2012 and December 31, 2011	3

	b)	Consolidated Statements of Income for the three and six months ended June 30, 2012 and 2011	4

	c)	Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2012 and 2011	5

	d)	Consolidated Statements of Cash Flows for the six months ended June 30, 2012 and 2011	6

	e)	Notes to Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		16

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		21

Item 4.	Controls and Procedures		21

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings		22

Item 1A.	Risk Factors		22

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		22

Item 3.	Defaults Upon Senior Securities		22

Item 4.	Mine Safety Disclosures		22

Item 5.	Other Information		22

Item 6.	Exhibits		23

	Signatures		24

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SERVOTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
($000’s omitted except share and per share data)
	June 30,			December 31,
	2012			2011
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	4,266		$	4,948
Accounts receivable, net		6,162			6,031
Inventories, net		11,684			11,607
Prepaid income taxes		447			133
Deferred income taxes		754			754
Other assets		808			505
Assets held for sale		650			-
Total current assets		24,771			23,978
Property, plant and equipment, net		5,881			6,103
Other non-current assets		353			342
Total Assets	$	31,005		$	30,423
Liabilities and Shareholders’ Equity
Current liabilities:
Current portion of long-term debt	$	191		$	202
Current portion of capital lease related party		81			81
Accounts payable		1,439			1,451
Accrued employee compensation and benefit costs		1,515			1,434
Dividends payable		358			-
Other accrued liabilities		191			327
Total current liabilities		3,775			3,495
Long-term debt		2,845			2,855
Long-term portion of capital lease related party		292			333
Deferred income taxes		496			496
Shareholders’ equity:
Common stock, par value $.20; authorized 4,000,000 shares; issued 2,614,506 shares; outstanding 2,148,992 (2,074,257 – 2011) shares		523			523
Capital in excess of par value		13,926			13,774
Retained earnings		12,158			12,490
Accumulated other comprehensive loss		(67	)		(67	)
Employee stock ownership trust commitment		(1,266	)		(1,266	)
Treasury stock, at cost 230,400 (305,135 – 2011) shares		(1,677	)		(2,210	)
Total shareholders’ equity		23,597			23,244
Total Liabilities and Shareholders’ Equity	$	31,005		$	30,423

See notes to consolidated financial statements

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SERVOTRONICS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

($000’s omitted except per share data)

(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2012			2011			2012			2011
Revenue	$	7,856		$	8,147		$	16,007		$	16,191
Costs, expenses and other income:
Cost of goods sold, exclusive of depreciation and amortization		5,534			5,698			11,991			11,619
Selling, general and administrative		1,272			1,230			2,573			2,494
Interest expense		14			15			27			30
Depreciation and amortization		169			166			340			331
Other income, net		(2	)		(4	)		(10	)		(14	)
Total expenses		6,987			7,105			14,921			14,460
Income from continuing operations before income tax provision		869			1,042			1,086			1,731
Income tax provision		247			313			309			520
Income from continuing operations		622			729			777			1,211
Discontinued Operations:
Loss from operations of a discontinued component, net of income tax benefit		(74	)		(13	)		(160	)		(77	)
Write-down of assets associated with a discontinued component, net of income tax benefit		(268	)		-			(268	)		-
Loss from discontinued operations		(342	)		(13	)		(428	)		(77	)
Net income	$	280		$	716		$	349		$	1,134
Income (loss) per share:
Basic
Income per share from continuing operations	$	0.29		$	0.37		$	0.37		$	0.61
Loss per share from discontinued operations		(0.16	)		(0.01	)		(0.20	)		(0.04	)
Total net income per share	$	0.13		$	0.36		$	0.17		$	0.57
Diluted
Income per share from continuing operations	$	0.29		$	0.35		$	0.36		$	0.57
Loss per share from discontinued operations		(0.16	)		(0.01	)		(0.20	)		(0.04	)
Total net income per share	$	0.13		$	0.34		$	0.16		$	0.53

See notes to consolidated financial statements

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SERVOTRONICS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

($000’s omitted except per share data)

(Unaudited)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2012		2011		2012		2011
Net income	$	280	$	716	$	349	$	1,134
Other comprehensive income:
Retirement benefits adjustment		-		-		-		-
Total comprehensive income	$	280	$	716	$	349	$	1,134

See notes to consolidated financial statements

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SERVOTRONICS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

($000’s omitted)

(Unaudited)

	Six Months Ended
	June 30,
	2012			2011
Cash flows related to operating activities:
Net income	$	349		$	1,134
Adjustments to reconcile net income to net cash (used) generated in operating activities:
Depreciation and amortization		340			335
Write-down of assets associated with discontinued operations		406			-
Increase (decrease) in inventory reserve		53			(7	)
Change in assets and liabilities:
Accounts receivable		(131	)		(159	)
Inventories		(1,168	)		(353	)
Prepaid income taxes		(163	)		226
Other assets		(303	)		(205	)
Other non-current assets		(11	)		(14	)
Accounts payable		(12	)		(157	)
Accrued employee compensation and benefit costs		81			207
Other accrued liabilities		(136	)		(79	)
Accrued income taxes		-			57
Net cash (used) generated in operating activities		(695	)		985
Cash flows related to investing activities:
Capital expenditures - property, plant and equipment		(136	)		(185	)
Net cash used in investing activities		(136	)		(185	)
Cash flows related to financing activities:
Principal payments on long-term debt		(22	)		(77	)
Proceeds from exercise of stock options		234			-
Principal payments on capital lease related party		(41	)		(40	)
Purchase of treasury shares		(22	)		-
Cash dividend		-			(336	)
Net cash generated (used) in financing activities		149			(453	)
Net (decrease) increase in cash and cash equivalents		(682	)		347
Cash and cash equivalents at beginning of period		4,948			4,447
Cash and cash equivalents at end of period	$	4,266		$	4,794

See notes to consolidated financial statements

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SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.	Basis of Presentation

The accompanying unaudited 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 six months ended June 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012. The consolidated financial statements should be read in conjunction with the 2011 annual report and the notes thereto.

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 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.

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 $108,000 at June 30, 2012 and $101,000 at December 31, 2011.

Revenue Recognition

Revenues are recognized as services are rendered or as units are shipped and at the designated FOB point consistent with the transfer of title, risks and rewards of ownership. Such 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.

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. Market provisions in respect of lower of cost or market adjustments 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 $576,000 and $773,000 at June 30, 2012 and December 31, 2011, respectively. Pre-production and start-up costs are expensed as incurred.

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SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO 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 one year’s supply.

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.

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

The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company did not have any accrued interest or penalties included in its consolidated balance sheets at June 30, 2012 or December 31, 2011, and did not recognize any interest and/or penalties in its consolidated statements of income during the three and six months ended June 30, 2012 and 2011.

Supplemental Cash Flow Information

Income taxes paid during the three months ended June 30, 2012 and 2011 amounted to approximately $248,500 and $204,000, respectively, and amounted to $256,000 and $226,000 for the six months ended June 30, 2012 and 2011 respectively. Interest paid during the three months ended June 30, 2012 and 2011 amounted to approximately $14,000 and $15,000, respectively, and amounted to $27,000 and $30,000 for the six months ended June 30, 2012 and 2011, respectively. During the three and six months ended June 30, 2012, the Company reduced its tax liability by approximately $152,000 related to the exercise of stock options and was credited directly to capital in excess of par value. During the three and six months ended June 30, 2012, there were approximately $358,000 in dividends declared and recognized as a current liability and a decrease in retained earnings. During the three and six months ended June 30, 2012, there was approximately $20,000 of property, plant and equipment and approximately $630,000 of inventories reclassified to assets held for sale.

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SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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, or at least annually, 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, 2012 and December 31, 2011.

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.

Reclassifications

Certain balances as previously reported were reclassified to conform with classifications adopted in the current period.

Research and Development Costs

Research and development costs are expensed as incurred.

Concentration of Credit Risks

Financial instruments that potentially subject the Company to concentration of credit risks principally consist of cash accounts in financial institutions. Although the accounts exceed the federally insured deposit amount, management does not anticipate nonperformance by the financial institutions. Refer to Note 12, Business Segments, for disclosures related to customer concentrations.

Fair Value of Financial Instruments

The carrying amount of cash and cash equivalents, 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 and capital lease, the fair value approximates its carrying amount.

Recent Accounting Pronouncements

In June 2011, the FASB issued new accounting guidance related to the presentation of comprehensive income that eliminates the option to present components of other comprehensive income as part of the statement of changes in shareholders’ equity. The amendments require that all nonowner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, with early adoption permitted. The Company adopted this pronouncement in the first quarter of 2012 and is presenting separate statements of comprehensive income in the consolidated financial statements. For the three and six month periods ended June 30, 2012 and 2011, there were no items affecting comprehensive income.

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SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.	Discontinued operations

The Company is in the process of further evaluating existing product lines and the consolidation of facilities. During the second quarter of 2012, the Company committed to a plan to enhance profit margins through the expected sale of a component in the next twelve months. As such, in the second quarter of 2012, the Company recorded a write down of certain assets to lower of cost or market resulting in an after tax loss of approximately $268,000 and has reclassified related inventory and property, plant and equipment in the amount of $650,000 to assets held for sale as of June 30, 2012 in the accompanying consolidated balance sheet. Revenues and losses from operations before income tax benefit related to this component amounted to approximately $465,000 and $241,000, respectively, for the six months ended June 30, 2012 and $497,000 and $110,000, respectively, for the same period in 2011. Revenues and losses from operations before income tax benefit related to this component amounted to approximately $247,000 and $112,000, respectively, for the three months ended June 30, 2012 and $266,000 and $18,000, respectively, for the same period in 2011.

On the accompanying consolidated statements of income, loss from operations of a discontinued component is presented net of an income tax benefit of approximately $45,000 and $82,000 for the three and six months ended June 30, 2012. Loss from operations of a discontinued component is presented net of an income tax benefit of approximately $5,000 and $33,000 for the three and six months ended June 30, 2011. For the three and six months ended June 30, 2012, write down on assets associated with a discontinued component is presented net of an income tax benefit of approximately $138,000.

4.	Inventories

	June 30,			December 31,
		2012			2011
		($000’s omitted)
Raw materials and common parts		$	6,284		$	5,727
Work-in-process			3,138			3,511
Finished goods			2,262			2,369
Total inventories, net of reserve		$	11,684		$	11,607

5.	Property, Plant and Equipment

	June 30,				December 31,
			2012				2011
		($000’s omitted)

Land		$	21			$	25
Buildings			7,013				7,181
Machinery, equipment and tooling (including capital lease)			12,478				12,930
			19,512				20,136
Less accumulated depreciation and amortization			(13,631	)			(14,033	)
Total property, plant and equipment		$	5,881			$	6,103

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SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Property, plant and equipment includes land and building in Elma, New York, 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, 2012 and December 31, 2011, accumulated amortization on the building amounted to approximately $2,487,000 and $2,423,000, respectively. Amortization expense amounted to $33,000 for the three month periods ended June 30, 2012 and 2011, respectively and amounted to $65,000 for the six month periods ended June 30, 2012 and 2011, respectively. The associated current and long-term liabilities are discussed in Note 6, Long-Term Debt, of the accompanying consolidated financial statements. Property, plant and equipment also includes machinery and equipment under a $588,000 capital lease with a related party. As of June 30, 2012 and December 31, 2011, accumulated amortization on the machinery and equipment amounted to approximately $224,000 and $182,000, respectively. Amortization expense amounted to $21,000 for the three month periods ended June 30, 2012 and 2011, and amounted to $42,000 for the six month periods ended June 30, 2012 and 2011. The associated current and long-term liabilities are discussed in Note 7, Capital Lease – Related Party, of the accompanying consolidated financial statements.

Depreciation expense amounted to $111,000 and $110,000 for the three month periods ended June 30, 2012 and 2011, respectively, and amounted to $228,000 and $220,000 for the six month periods ended June 30, 2012 and 2011, respectively. The combined depreciation and amortization expense were $169,000 and $166,000 for the three month periods ended June 30, 2012 and 2011, respectively, and amounted to $340,000 and $331,000 for the six month periods ended June 30, 2012 and 2011, respectively.

6.	Long-Term Debt

	June 30, 2012			December 31, 2011
	($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 (0.43% at June 30, 2012) (A)	$	2,960		$	2,960
Secured term loan payable to a government agency; monthly payments of $1,950 including interest fixed at 3% payable through fourth quarter of 2015		76			86
Secured term loan payable to a government agency; monthly principal payments of approximately $2,200 with interest waived, payable through second quarter of 2012		-			11
		3,036			3,057
Less current portion		(191	)		(202	)
	$	2,845		$	2,855

(A)

The 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 1/4% 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.

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SERVOTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During the three and six months ended June 30, 2012, the Company increased the amount available on the unsecured line of credit from $1,000,000 to $2,000,000. There was no balance outstanding at June 30, 2012 and December 31, 2011. The line of credit is available through June of 2013.

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, 2012 and December 31, 2011, the Company was in compliance with its debt covenants.

7.	Capital Lease – Related Party

On November 3, 2009, the Company entered into a capital lease with a related party of the Company for certain equipment to be used in the expansion of the Company’s capabilities and product lines. See Note 11, Related Party Transactions, of the accompanying consolidated financial statements for information on the related party transaction. Under the original terms of the agreements, monthly payments of $7,500, which include an imputed fixed interest rate of 2.00%, commenced November 3, 2009 and continues through the fourth quarter of 2016. At June 30, 2012, the present value of the minimum lease payments is approximately $373,000 (after subtracting approximately $17,000 of imputed interest). See Note 14, Subsequent Events for cancellation of lease agreement during July 2012.

8.	Income Taxes

The Company did not have any material uncertain tax positions or unrecognized tax benefits or obligations as of June 30, 2012 and December 31, 2011.

The Company and/or its subsidiaries file income tax returns in the United States federal jurisdiction and in the states of New York, Pennsylvania, Arkansas and Texas. Also, during the third quarter of 2010, the Internal Revenue Service commenced an examination of the Company’s Federal Income tax returns for years 2008 and 2009. In the first quarter of 2011, the examination was completed and resulted in no material adjustments to the originally filed returns. The 2008 through 2011 federal and state tax returns remain open under statute.

9.	Shareholders’ Equity

							($000’s omitted except for share data)
	Common stock															Accumulated
	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, 2011		2,614,506	$	523	$	13,774	$	12,490		$	( 1,266	)	$	( 2,210	)		$	( 67	)	$	23,244
Net income		-		-		-		349			-			-				-			349
Dividends payable		-		-		-		(358	)		-			-				-			(358	)
Purchase of treasury shares		-		-		-		-			-			(22	)			-			(22	)
Exercise of stock options, net of income tax benefit		-		-		152		(323	)		-			555				-			384
Balance June 30, 2012		2,614,506	$	523	$	13,926	$	12,158		$	( 1,266	)	$	( 1,677	)		$	( 67	)	$	23,597

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. On October 31, 2008, the Company announced that its Board of Directors authorized the purchase of an additional 200,000 shares of the Company’s common stock under the Company’s current purchase program. As of June 30, 2012, the Company has purchased 240,853 shares and there remain 209,147 shares available to purchase under this program. There were 2,765 and zero shares purchased by the Company during the six month periods ended June 30, 2012 and 2011.

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SERVOTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In the second quarter of 2012 certain option holders, including the independent directors, Chief Executive Officer and the Chief Operating Officer, elected to exercise 71,000 options, of which 2,500 were bought back by the Company resulting in 68,500 net shares issued out of treasury stock for net proceeds of approximately $215,000. Such transactions were properly reported on Form 4 with the Securities and Exchange Commission. A tax benefit to the Company of approximately $152,000 associated with these transactions reduced taxes payable and was credited directly to capital in excess of par value. Also in the first quarter of 2012, one option holder elected to exercise 9,000 options, resulting in 9,000 shares issued out of treasury stock for proceeds of approximately $18,000.

On May 14, 2012 the Company announced that its Board of Directors declared a $0.15 per share cash dividend. The dividend was subsequently paid on July 2, 2012 to shareholders of record on June 1, 2012 and was approximately $358,000 in the aggregate. These dividends do not represent that the Company will pay dividends on a regular or scheduled basis. The amount is recorded in dividends payable on the accompanying consolidated balance sheet.

Earnings Per Share

Basic earnings per share is computed by dividing net earnings by the weighted average number of shares outstanding during the period. 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.

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SERVOTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2012			2011			2012			2011
	($000’s omitted except per share data)
Income from continuing operations	$	622		$	729		$	777		$	1,211
Loss from discontinued operations		(342	)		(13	)		(428	)		(77	)
Net income	$	280		$	716		$	349		$	1,134
Weighted average common shares outstanding (basic)		2,151			1,982			2,114			1,982
Incremental shares from assumed conversions of stock options		7			131			25			131
Weighted average common shares outstanding (diluted)		2,158			2,113			2,139			2,113
Basic
Income per share from continuing operations	$	0.29		$	0.37		$	0.37		$	0.61
Loss per share from discontinued operations		(0.16	)		(0.01	)		(0.20	)		(0.04	)
Total net income per share	$	0.13		$	0.36		$	0.17		$	0.57
Diluted
Income per share from continuing operations	$	0.29		$	0.35		$	0.36		$	0.57
Loss per share from discontinued operations		(0.16	)		(0.01	)		(0.20	)		(0.04	)
Total net income per share	$	0.13		$	0.34		$	0.16		$	0.53

10.	Commitments

The Company leases certain equipment and real property pursuant to operating lease arrangements. Total rental expense in the three and six month periods ended June 30, 2012 and 2011 and future minimum payments under such leases are not material to consolidated financial statements. The Company also leases certain real and personal property being accounted for under capital leases. See also Note 5, Property, Plant and Equipment, Note 6, Long-Term Debt and Note 7, Capital Lease – Related Party, of the accompanying consolidated financial statements for information on the capital leases.

11.	Related Party Transactions

During 2009 the Company formed a new wholly owned subsidiary that leased certain personal property from a related party through the execution of a capital lease. See Note 7, Capital Lease-Related Party, of the accompanying consolidated financial statements. The Company also entered into a real property lease agreement, with the same related party, which provides for annual rental of $60,000. The Company has an option to purchase the building that is appraised at $549,000 for a price of $506,000. In addition, in the event the Company is successful in obtaining certain tax and/or other incentives from the state the entity operates in, the Company will be required to purchase the building. The Company did not obtain the incentives and did not exercise its purchase option in 2011 or during the six months ended June 30, 2012. However, during November 2011, the lessor and the Company extended the lease including purchase option through November 2012. Additionally, in the event that the Company purchases the building, there is an arrangement payable to the related party, providing a threshold in annual earnings is reached by the subsidiary, which will result in a percentage payment which could be as low as zero dollars to a maximum total in the aggregate of $600,000 which is non-recurring. These transactions are disclosed as related party transactions because the wife of the Company’s President/COO is the sole shareholder of the company that is leasing/selling the assets.

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SERVOTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12.	Business Segments

The Company operates in two business segments, Advanced Technology Group (“ATG”) and Consumer Products Group (“CPG”). The Company’s reportable segments are strategic business units that offer different products and services. The segments are composed of separate corporations and are managed separately. Operations in ATG primarily involve the design, manufacture, and marketing of servo-control components (i.e., torque motors, control valves, actuators, etc.) for government, commercial and industrial applications. CPG’s operations involve the design, manufacture and marketing of a variety of cutlery and other edged 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 June 30, 2012, the Company had identifiable assets of approximately $31,005,000 ($30,423,000 – December 31, 2011) of which approximately $18,990,000 ($18,004,000 – December 31, 2011) was for ATG and approximately $12,015,000 ($12,419,000 – December 31, 2011) was for CPG.

Information regarding the Company’s operations in these segments is summarized as follows ($000’s omitted):

	ATG						CPG						Consolidated
	Six Months Ended						Six Months Ended						Six Months Ended
	June 30,						June 30,						June 30,
	2012			2011			2012			2011			2012			2011
Revenues from unaffiliated customers	$	10,889		$	10,409		$	5,118		$	5,782		$	16,007		$	16,191
Cost of goods sold, exclusive of depreciation and amortization		(7,364	)		(7,048	)		(4,627	)		(4,571	)		(11,991	)		(11,619	)
Selling, general and administrative		(1,569	)		(1,497	)		(1,004	)		(997	)		(2,573	)		(2,494	)
Interest expense		(23	)		(25	)		(4	)		(5	)		(27	)		(30	)
Depreciation and amortization		(219	)		(214	)		(121	)		(117	)		(340	)		(331	)
Other income, net		4			8			6			6			10			14
Income (loss) from continuing operations before income tax provision		1,718			1,633			(632	)		98			1,086			1,731
Income tax provision (benefit)		489			491			(180	)		29			309			520
Income (loss) from continuing operations		1,229			1,142			(452	)		69			777			1,211
Discontinued operations:
Loss from operations of a discontinued component, net of income tax benefit		-			-			(160	)		(77	)		(160	)		(77	)
Write-down of assets associated with a discontinued component, net of income tax benefit		-			-			(268	)		-			(268	)		-
Loss from discontinued operations		-			-			(428	)		(77	)		(428	)		(77	)
Net income (loss)	$	1,229		$	1,142		$	(880	)	$	(8	)	$	349		$	1,134
Capital expenditures	$	93		$	81		$	43		$	104		$	136		$	185

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SERVOTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	ATG						CPG						Consolidated
	Three Months Ended						Three Months Ended						Three Months Ended
	June 30,						June 30,						June 30,
	2012			2011			2012			2011			2012			2011
Revenues from unaffiliated customers	$	5,587		$	5,293		$	2,269		$	2,854		$	7,856		$	8,147
Cost of goods sold, exclusive of depreciation and amortization		(3,584	)		(3,577	)		(1,950	)		(2,121	)		(5,534	)		(5,698	)
Selling, general and administrative		(838	)		(768	)		(434	)		(462	)		(1,272	)		(1,230	)
Interest expense		(12	)		(12	)		(2	)		(3	)		(14	)		(15	)
Depreciation and amortization		(110	)		(107	)		(59	)		(59	)		(169	)		(166	)
Other income, net		-			1			2			3			2			4
Income (loss) from continuing operations before income tax provision		1,043			830			(174	)		212			869			1,042
Income tax provision (benefit)		297			250			(50	)		63			247			313
Income (loss) from continuing operations		746			580			(124	)		149			622			729
Discontinued operations:
Loss from operations of a discontinued component, net of income tax benefit		-			-			(74	)		(13	)		(74	)		(13	)
Write-down of assets associated with a discontinued component, net of income tax benefit		-			-			(268	)		-			(268	)		-
Loss from discontinued operations		-			-			(342	)		(13	)		(342	)		(13	)
Net income (loss)	$	746		$	580		$	(466	)	$	136		$	280		$	716
Capital expenditures	$	43		$	53		$	6		$	31		$	49		$	84

13.	Other Income

Components of other income include interest income on cash and cash equivalents, and other amounts not directly related to the sale of the Company’s products. Other income is immaterial in relationship to the consolidated financial statements.

14.	Subsequent Events

On July 23, 2012, the Company gave notice of termination of the related party personal property being accounted for as a capital lease in the accompanying consolidated financial statements. Under the terms of the agreement, monthly payments of $7,500 still continue to July 2013. As a result of this notice, beginning in July 2012, this lease will be accounted for as an operating lease rather than a capital lease for the remaining term and the related assets and liabilities will be removed from the consolidated balance sheet. There is no material gain or loss associated with the cancellation of such agreement.

Item 2.

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

During the three months ended June 30, 2012 and 2011 approximately 29% and 40%, respectively, and 32% and 41% for the six months ended June 30, 2012 and 2011, respectively, of the Company’s revenues from continuing operations were derived from contracts with agencies of the U.S. Government or their prime contractors and their subcontractors. Sales of products sold for government applications decreased when comparing the results of three and six months ended June 30, 2012 to June 30, 2011, due to decreased government shipments at the Consumer Products Group in the amount of approximately $917,000 and $1,425,000, respectively, while shipments to the government at the Advanced Technology Group remained consistent. The Company believes that government involvement in military operations overseas will continue to have an impact on the financial results for both the ATG’s and CPG’s markets. While the Company is optimistic in relation to these potential 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.

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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 ATG continues its aggressive 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. There are substantial uncertainties in the current global economy that are compounded with certain airliner delivery ramp-ups and other delivery stretch outs being considered to a lesser degree, being implemented which in turn may affect the Company’s sales revenues from period to period in 2012 and beyond. 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 that are based on changes in the global economy and other factors.

The Company’s CPG develops new commercial products and products for government and military applications. Included in the significant uncertainties in the near and long term are the effects of the U. S. and world stimulus plans and the difficulty to accurately project the net effect of the vagaries inherent in the government procurement process and programs notwithstanding that the U.S government may not process or otherwise delay subject procurements. 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.

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Results of Operations

The following table compares the Company’s consolidated statements of income data for the six and three months ended June 30, 2012 and 2011 ($000’s omitted).

	Six Months Ended June 30,
													2012 vs. 2011
	2012						2011						Dollar			% Increase
	Dollars			% of Sales			Dollars			% of Sales			Change			(Decrease)
Revenue:
Advanced Technology	$	10,889			68.0	%	$	10,409			64.3	%	$	480			4.6	%
Consumer Products		5,118			32.0	%		5,782			35.7	%		(664	)		(11.5	)%
		16,007			100.0	%		16,191			100.0	%		(184	)		(1.1	)%
Cost of goods sold, exclusive of depreciation and amortization		11,991			74.9	%		11,619			71.8	%		372			3.2	%
Selling, general and administrative		2,573			16.1	%		2,494			15.4	%		79			3.2	%
Depreciation and amortization		340			2.1	%		331			2.0	%		9			2.7	%
Total costs and expenses		14,904			93.1	%		14,444			89.2	%		460			3.2	%
Operating income, net		1,103			6.9	%		1,747			10.8	%		(644	)		(36.9	)%
Interest expense		27			0.2	%		30			0.2	%		(3	)		(10.0	)%
Other income, net		(10	)		(0.1	)%		(14	)		(0.1	)%		4			(28.6	)%
Income tax provision		309			1.9	%		520			3.2	%		(211	)		(40.6	)%
Income from continuing operations		777			4.9	%		1,211			7.5	%		(434	)		(35.8	)%
Loss from operations of a discontinued component, net of income tax benefit	(160		)		(1.0	)%		(77	)		(0.5	)%		(83	)		107.8	%
Write-down of assets associated with a discontinued component, net of income tax benefit		(268	)		(1.7	)%		-			0.0	%		(268	)		100.0	%
Loss from discontinued operations		(428	)		(2.7	)%		(77	)		(0.5	)%		(351	)		455.8	%
Net income	$	349			2.2	%	$	1,134			7.0	%	$	(785	)		(69.2	)%

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	Three Months Ended June 30,
													2012 vs. 2011
	2012						2011						Dollar			% Increase
	Dollars			% of Sales			Dollars			% of Sales			Change			(Decrease)
Revenue:
Advanced Technology	$	5,587			71.1	%	$	5,293			65.0	%	$	294			5.6	%
Consumer Products		2,269			28.9	%		2,854			35.0	%		(585	)		(20.5	)%
		7,856			100.0	%		8,147			100.0	%		(291	)		(3.6	)%
Cost of goods sold, exclusive of depreciation and amortization		5,534			70.4	%		5,698			69.9	%		(164	)		(2.9	)%
Selling, general and administrative		1,272			16.2	%		1,230			15.1	%		42			3.4	%
Depreciation and amortization		169			2.2	%		166			2.0	%		3			1.8	%
Total costs and expenses		6,975			88.8	%		7,094			87.0	%		(119	)		(1.7	)%
Operating income, net		881			11.2	%		1,053			13.0	%		(172	)		(16.3	)%
Interest expense		14			0.2	%		15			0.2	%		(1	)		(6.7	)%
Other income, net		(2	)		0.0	%		(4	)		0.0	%		2			(50.0	)%
Income tax provision		247			3.1	%		313			3.8	%		(66	)		(21.1	)%
Income from continuing operations		622			7.9	%		729			9.0	%		(107	)		(14.7	)%
Loss from operations of a discontinued component, net of income tax benefit		(74	)		(1.0	)%		(13	)		(0.2	)%		(61	)		469.2	%
Write-down of assets associated with a discontinued component, net of income tax benefit		(268	)		(3.4	)%		-			0.0	%		(268	)		100.0	%
Loss from discontinued operations		(342	)		(4.4	)%		(13	)		(0.2	)%		(329	)		2530.8	%
Net income	$	280			3.6	%	$	716			8.8	%	$	(436	)		(60.9	)%

Revenue

The Company’s consolidated revenues for continuing operations decreased approximately $291,000 or 3.6% for the three month period ended June 30, 2012 and $184,000 or 1.1% for the six month period ended June 30, 2012 when compared to the same three and six month periods in 2011. The decrease is due to decreased shipments at the Consumer Products Group (CPG) mainly due to a decrease in shipments related to orders from the U.S. Government and its prime vendors. These decreases are not fully offset by increases in combined commercial and government shipments at the Advanced Technology Group (ATG). Procurements and timing of shipments under Government contracts at the CPG may, at times, significantly impact operating results from period to period.

Cost of Goods Sold

Cost of goods sold as a percentage of revenues increased for the three and six month periods ended June 30, 2012 and 2011 primarily due to a decrease in government sales at the CPG with disproportionate decreases in labor and overhead costs. Additional production inefficiencies and start up costs associated with new product lines have a direct impact on cost of goods sold as they are expensed as incurred.

The Company continues to aggressively pursue cost saving opportunities in material procurements and other operating efficiencies through capital investments in updated and new equipment/machinery as well as investing in the development and training of its labor force.

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Selling, General and Administrative Expenses

Selling, general and administrative (SG&A) expenses as a percentage of revenue remained relatively consistent for the three and six month periods ended June 30, 2012 as compared to the same period in 2011. Selling, general and administrative expenses are attributable to marketing of products (i.e., costs of internal and external sales efforts, catalog production, and the promotion of new and existing products in current and new markets). Also included in SG&A expenses are the labor and related costs for general and administrative support, accounting, professional, legal and information technology costs.

Interest Expense

Interest expense remained relatively consistent for the three and six month periods ended June 30, 2012 compared to the same period in 2011 interest rates which have remained consistent. See also Note 6, Long-Term Debt, of the accompanying consolidated financial statements for information on long-term debt.

Depreciation and Amortization Expense

Depreciation and amortization expense remained relatively consistent for the three and six month periods ended June 30, 2012 compared to the same periods in 2011. Depreciation expense fluctuates due to variable estimated useful lives of depreciable property (as identified in Note 2, Summary of Significant Accounting Policies, of the accompanying consolidated financial statements) as well as the amount and nature of capital expenditures in current and previous periods. It is anticipated that the Company’s future capital expenditures will, at a minimum, follow the Company’s requirements to support its manufacturing delivery commitments and to meet certain information technology related capital expenditure requirements.

Other Income

Income Taxes

The Company’s continuing operations effective tax rate was approximately 28.5% and 30.0% for the three and six month periods ended June 30, 2012 and 2011, respectively and the discontinued operations effective tax rate was approximately 34.0% for the three and six month periods ended June 30, 2012 and 2011. The effective tax rates reflect the estimated annual effective rates for federal and state income taxes, permanent non-deductible expenditures and the expected tax benefit for manufacturing deductions allowable under the American Jobs Creation Act of 2004. The continuing operations effective tax rate decreased due to benefits relating to manufacturing deductions and other tax incentives. See also Note 8, Income Taxes, of the accompanying consolidated financial statements for information concerning income tax.

Income From Continuing Operations

Income from continuing operations for the three month period ended June 30, 2012 decreased $107,000 or 14.7% when compared to the same period ended June 30, 2011. Income from continuing operations for the six month period ended June 30, 2012 decreased $434,000 or 35.8% when compared to the same period ended June 30, 2011. The decrease in income from continuing operations is primarily the result of decreased revenues and shipments of products with lower margins at the Company’s Consumer Products Group.

Discontinued Operations

- 20 -

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, 2012, the Company had working capital of approximately $20,996,000 ($20,483,000 – December 31, 2011) of which approximately $4,266,000 ($4,948,000– December 31, 2011) was comprised of cash and cash equivalents.

The Company used approximately $695,000 in cash from operations during the six months ended June 30, 2012. Cash was generated primarily through net income and an increase in accrued employee compensation and benefit costs. The primary use of cash for the Company’s operating activities for the six months ended June 30, 2012 include working capital requirements, mainly inventory, prepayments on insurances and property tax, other accrued liabilities and prepaid income taxes. Cash generated and used in operations is consistent with sales volume, customer expectations and competitive pressures. The Company’s primary use of cash in its financing and investing activities in the first six months of 2012 included current principal payments on long-term debt and related party capital lease. The Company expended approximately $136,000 for capital expenditures during the six months ended June 30, 2012.

At June 30, 2012, there are no material commitments for capital expenditures. The Company also has an unsecured $2,000,000 line of credit on which there is no balance outstanding at June 30, 2012. If needed, this can be used to fund cash flow requirements. The Company believes that it has adequate internal and external resources available to fund expected working capital and capital expenditure requirements through fiscal 2012 as supported by the level of cash/cash equivalents on hand, cash flow from operations and bank line of credit.

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.

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 defined in Exchange Act Rule 13a-15(e)) as of June 30, 2012. Based upon that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that the information required to be disclosed by the Company in SEC reports under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to the Company’s management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls

During the six month period ended June 30, 2012, there were no changes in internal controls over financial reporting that have materially affected, or are reasonably likely to affect, the Company’s internal controls over financial reporting.

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PART II

OTHER INFORMATION

Item 1.

Legal Proceedings

There are no legal proceedings which are material to the Company currently pending by or against the Company other than ordinary routine litigation incidental to the business which is not expected to materially adversely affect the business or earnings of the Company.

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

2012 Periods	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– March 31, 2012	-	-	-	211,912
April 1 – June 30, 2012	2,765	8.00	2,765	209,147
Total	2,765	8.00	2,765	209,147

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. On October 31, 2008, the Company announced that its Board of Directors authorized the purchase of an additional 200,000 shares of the Company’s common stock under the Company’s current purchase program. As of July 31, 2012, the Company has purchased 241,946 shares and there remain 208,054 shares available to purchase under this program.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

On July 23, 2012, the Company gave notice of termination on certain Personal Property dated as of November 3, 2009 (the “Agreement”). Under the Agreement, the Company was required to give 12 months’ notice of termination, accordingly, such termination will become effective July 2013. See Note 7 (Capital Lease – Related Party) and Note 14 (Subsequent Events) to the Company’s consolidated financial statements for additional information relating to the Agreement and termination thereof.

- 22 -

Item 6.

Exhibits

10.1

Servotronics, Inc. 2012 Long-Term Incentive Plan (incorporated by reference to Appendix A to the Company’s Proxy Statement for the 2012 Annual Meeting of Shareholders)

31.1

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 (Filed herewith)

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

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 (Filed herewith)

32.2

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

101

The following materials from Servotronics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) consolidated balance sheets, (ii) consolidated statements of income, (iii) consolidated statements of cash flows and (iv) the notes to the consolidated financial statements, tagged as block of text.**

** Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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.

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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, 2012

	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

- 24 -