SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
_ ACT OF 1934
For the quarterly period ended September 30, 2005
_ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
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Commission File No. 1 - 07109
SERVOTRONICS, INC.
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(Exact name of small business issuer as specified in its charter)
Delaware 16-0837866
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1110 Maple Street, Elma, New York 14059-0300
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(Address of principal executive offices)
716-655-5990
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(Issuer's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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 shell company (as
defined in Rule 12b-2 of the Exchange Act).
Yes ; No X
------ ------
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Class Outstanding at October 31, 2005
------------------------------------ ----------------------------------
Common Stock, $.20 par value 2,492,901
Transitional Small Business Disclosure Format (Check one):
Yes ; No X
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- 1 -
INDEX
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PART I. FINANCIAL INFORMATION Page No.
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Item 1. Financial Statements (Unaudited)
a) Consolidated balance sheet, September 30, 2005 3
b) Consolidated statement of operations for the three and nine months ended
September 30, 2005 and 2004 4
c) Consolidated statement of cash flows for the nine months
ended September 30, 2005 and 2004 5
d) Notes to consolidated financial statements 6
Item 2. Management's Discussion and Analysis or Plan of Operation 9
Item 3. Controls and Procedures 11
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 6. Exhibits 12
Signatures 13
- 2-
SERVOTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
($000's omitted except per share data)
(Unaudited)
September 30, 2005
------------------
Assets
Current assets:
Cash $ 3,787
Accounts receivable, net 3,463
Inventories, net 6,153
Prepaid income taxes 18
Deferred income taxes 471
Other assets 1,219
------------
Total current assets 15,111
------------
Property, plant and equipment, net 6,311
Other non-current assets 570
------------
$ 21,992
=============
Liabilities and Shareholders' Equity
Current liabilities:
Current portion of long-term debt $ 381
Accounts payable 612
Accrued employee compensation and benefit costs 871
Other accrued liabilities 448
Accrued income taxes 98
------------
Total current liabilities 2,410
------------
Long-term debt 5,241
Deferred income taxes 434
Other non-current liability 304
Shareholders' equity:
Common stock, par value $.20; authorized
4,000,000 shares; issued 2,614,506 shares 523
Capital in excess of par value 13,033
Retained earnings 2,827
Accumulated other comprehensive loss (125)
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16,258
Employee stock ownership trust commitment (2,135)
Treasury stock, at cost 121,605 shares (520)
--------------
Total shareholders' equity 13,603
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$ 21,992
=============
See notes to consolidated financial statements
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SERVOTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
($000's omitted except per share data)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
2005 2004 2005 2004
---- ---- ---- ----
Net revenues $ 5,826 $ 5,383 $ 17,645 $ 16,351
Costs and expenses:
Cost of goods sold, exclusive of depreciation 4,083 4,031 12,950 12,173
Selling, general and administrative 1,113 913 3,109 2,745
Interest 67 36 163 108
Depreciation and amortization 164 159 501 486
--------- --------- --------- ----------
5,427 5,139 16,723 15,512
--------- --------- --------- ----------
Income before income taxes 399 244 922 839
Income tax provision 147 90 341 312
--------- --------- --------- ----------
Net income $ 252 $ 154 $ 581 $ 527
========= ========= ========= ==========
Income Per Share:
Basic
-----
Net income per share $ 0.12 $ 0.08 $ 0.28 $ 0.26
========= ========= ========= ==========
Diluted
-------
Net income per share $ 0.12 $ 0.07 $ 0.27 $ 0.25
========= ========= ========= ==========
See notes to consolidated financial statements
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SERVOTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
($000's omitted)
(Unaudited)
Nine Months Ended
September 30,
2005 2004
--------- ---------
Cash flows related to operating activities:
Net income $ 581 $ 527
Adjustments to reconcile net income to net
cash provided by operating activities -
Depreciation and amortization 501 486
Change in assets and liabilities -
Accounts receivable (129) (655)
Inventories 688 13
Prepaid income taxes (18) -
Other assets 325 (46)
Other non-current assets (34) 6
Accounts payable (183) 386
Accrued employee compensation and benefit costs 66 50
Accrued income taxes 31 149
Other accrued liabilities 296 164
--------- ---------
Net cash provided by operating activities 2,124 1,080
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Cash flows related to investing activities:
Capital expenditures - property, plant and
equipment (284) (324)
---------- ----------
Net cash used in investing activities (284) (324)
---------- ----------
Cash flows related to financing activities:
Principal payments on long-term debt (159) (251)
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Net cash used in financing activities (159) (251)
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Net increase in cash 1,681 505
Cash at beginning of period 2,106 1,506
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Cash at end of period $ 3,787 $ 2,011
========= =========
See notes to consolidated financial statements
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($000 omitted in tables except for per share data)
1. Basis of presentation
---------------------
The consolidated financial statements include the accounts of
Servotronics, Inc. (the "Company") and its majority owned subsidiaries.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and with the instructions to
Form 10-QSB and Item 310 of Regulation S-B. Accordingly, they do not include all
of the information and footnotes required by accounting principles generally
accepted in the United States 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 nine months ended
September 30, 2005 are not necessarily indicative of the results that may be
expected for the year ended December 31, 2005. The consolidated financial
statements should be read in conjunction with the annual report and the notes
thereto.
2. Summary of risk factors and significant accounting policies
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Risk factors
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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,
global competition, the effect 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.
Revenue recognition
-------------------
The Company's revenues are recognized when the risks and rewards of
ownership and title to the product are transferred to the customer as units are
shipped and as terms and conditions of purchase orders are met.
3. Inventories
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September 30, 2005
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Raw materials and common parts $ 3,213
Work-in-process 2,400
Finished goods 788
---------
6,401
Less common parts expected to be used after one year (248)
---------
$ 6,153
=========
Inventories are stated at the lower of standard cost or net realizable
value. Cost includes all cost incurred to bring each product to its present
location and condition, which approximates actual cost (first-in, first-out).
Market provisions in respect of net realizable value and obsolescence are
applied to the gross value of the inventory. Pre-production and start-up costs
are expensed as incurred.
- 6 -
4. Property, plant and equipment
-----------------------------
September 30, 2005
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Land $ 25
Buildings 6,487
Machinery, equipment and tooling 10,630
------------
17,142
Less accumulated depreciation (10,831)
------------
$ 6,311
============
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 September 30, 2005, accumulated amortization on the
building amounted to approximately $1,450,000. The associated current and
long-term liabilities are discussed in footnote 5 to the consolidated financial
statements. 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.
5. Long-term debt
--------------
September 30, 2005
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Industrial Development Revenue Bonds; secured by a
letter of credit from a bank with interest payable monthly
at a floating rate (2.95% at September 30, 2005) $ 4,150
Term loan payable to a financial institution
interest at LIBOR plus 2% (5.50% at
September 30, 2005); quarterly principal payments
of $17,500 commencing January 1, 2005; payable in full
in the fourth quarter of 2009 448
Term loan payable to a financial institution
interest at LIBOR plus 2% (5.39% at September 30, 2005)
quarterly principal payments of $26,786 through the
fourth quarter of 2011 669
Secured term loan payable to a government agency,
monthly payments of approximately $1,455 with
interest waived payable through second quarter of 2012 150
Secured term loan payable to a government agency
monthly payments of $1,950 including interest
fixed at 3% payable through fourth quarter of 2015 205
---------
5,622
Less current portion (381)
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$ 5,241
=========
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.
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The Company also has a $1,000,000 line of credit on which there was no
balance outstanding at September 30, 2005.
6. Common shareholders' equity
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Common stock Accumulated
------------
Number Capital in other
of shares excess of Retained Treasury Comprehensive comprehensive
issued Amount par value earnings ESOP stock income loss
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Balance December
31, 2004 2,614,506 $523 $13,033 $2,246 ($ 2,135) ($ 520) ($125)
========= ==== ======= ===== ======= ======= ====
Comprehensive income
Net income - - - $ 581 - - $ 581 -
-----
Comprehensive income - - - - - - $ 581 -
--------- ---- ------- ------ ------- ------- ===== ----
Balance September 30, 2005 2,614,506 $523 $13,033 $2,827 ($ 2,135) ($ 520) ($125)
========= ==== ======= ====== ======= ======= ====
Earnings per share
------------------
Basic earnings per share are computed by dividing net earnings by the
weighted average number of shares outstanding during the period. Diluted
earnings per share are computed by dividing net earnings by the weighted average
number of shares outstanding during the period plus the number of shares of
common stock that would be issued assuming all contingently issuable shares
having a dilutive effect on earnings per share were outstanding for the period.
Three Months Ended Nine Months Ended
September 30, September 30,
2005 2004 2005 2004
------ ------ ------ -----
Net income $ 251 154 $ 580 $ 527
======= ====== ====== ======
Weighted average common shares
outstanding (basic) 2,071 2,048 2,071 2,048
Incremental shares from assumed
conversions of stock options 66 66 69 44
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Weighted average common
shares outstanding (diluted) 2,137 2,114 2,140 2,092
======= ====== ====== ======
Basic
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Net income per share $ 0.12 $ 0.08 $ 0.28 $ 0.26
======= ====== ====== ======
Diluted
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Net income per share $ 0.12 $ 0.07 $ 0.27 $ 0.25
======= ====== ====== ======
7. 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 involve the design, manufacture, and marketing of
servo-control components (i.e., control valves, actuators, etc.) for government,
commercial and industrial applications. CPG's operations involve the design,
manufacture and marketing of a variety of cutlery products for use by consumers
and government agencies. The Company derives its primary sales revenue from
domestic customers, although a significant portion of finished products are for
foreign end use.
- 8-
Advanced Technology Consumer Products
Group Group Consolidated
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Nine months ended Nine months ended Nine months ended
September 30, September 30, September 30,
2005 2004 2005 2004 2005 2004
---- ---- ---- ---- ---- ----
Revenues from unaffiliated customers $ 10,112 $ 8,352 $ 7,533 $ 7,999 $ 17,645 $ 16,351
======== ======== ======= ======== ========= =========
Profit $ 1,869 $ 1,247 $ 269 $ 583 $ 2,138 $ 1,830
======== ======== ======= ========
Depreciation and amortization (501) (486)
Interest expense (163) (108)
General corporate expense (552) (397)
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Income before income taxes $ 922 $ 839
========= =========
Advanced Technology Consumer Products
Group Group Consolidated
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Three months ended Three months ended Three months ended
September 30, September 30, September 30,
2005 2004 2005 2004 2005 2004
---- ---- ---- ---- ---- ----
Revenues from unaffiliated customers $ 3,748 $ 3,023 $ 2,078 $ 2,360 $ 5,826 $ 5,383
======== ======== ======= ======== ========= =========
Profit $ 895 $ 465 $ (81) $ 107 $ 814 $ 572
======== ======== ======== ========
Depreciation and amortization (164) (159)
Interest expense (67) (36)
General corporate expense (184) (133)
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Income before income taxes $ 399 $ 244
========== =========
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
---- ------------------------------------------------------------
The following table sets forth for the period indicated the percentage
relationship of certain items in the consolidated statement of operations to net
revenues, and the percentage increase or decrease of such items as compared to
the indicated prior period.
Relationship to Period to Relationship to Period to
net revenues period $ net revenues period $
three months ended increase nine months ended increase
September 30, (decrease) September 30, (decrease)
2005 2004 05-04 2005 2004 05-04
------ ------ ---------- ------ ------ ----------
Net revenues
Advanced Technology Group 64.3% 56.2% 24.0% 57.3% 51.1% 21.1%
Consumer Products Group 35.7% 43.8% (12.0%) 42.7% 48.9% (5.8%)
------ ------ ------ ------
100.0% 100.0% 8.2% 100.0% 100.0% 7.9%
Cost of goods sold, exclusive of
depreciation 70.8% 74.9% 2.3% 73.6% 74.4% 6.7%
------ ------ ------ ------
Gross profit 29.2% 25.1% 25.9% 26.4% 25.6% 11.4%
------ ------ ------ ------
Selling, general and administrative 18.4% 17.0% 17.4% 17.4% 16.8% 11.8%
Interest 1.2% 0.7% 86.1% 0.9% 0.7% 50.9%
Depreciation and amortization 2.8% 3.0% 3.1% 2.8% 3.0% 3.1%
------ ------ ------ ------
22.4% 20.7% 17.6% 21.1% 20.5% 11.8%
------ ------ ------ ------
Income before income taxes 6.8% 4.4% 63.4% 5.3% 5.1% 9.8%
Income tax provision 2.5% 1.5% 63.3% 2.0% 1.9% 9.3%
------ ------ ------ ------
Net income 4.3% 2.9% 63.4% 3.3% 3.2% 10.2%
====== ====== ====== ======
- 9 -
Management Discussion
---------------------
During the nine month period ended September 30, 2005 and for the
comparable period ended September 30, 2004, approximately 43% of the Company's
revenues were derived from contracts with agencies of the U.S. Government or
their prime contractors and their subcontractors. Total government sales are
anticipated to decrease in 2005 as a result of the scheduled completion of a
significant government order to the CPG as previously reported. The Company's
business is performed under fixed price contracts. Allocations of defense
expenditures and government involvement in overseas military operations have had
an impact on the Company's financial results. 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, market demand and acceptance both
for the Company's products and its customers' products which incorporate
Company-made components.
Results of Operations
---------------------
The Company's consolidated results of operations for the nine month
period ended September 30, 2005 showed an approximate 7.9% increase in net
revenues to $17,645,000 with an increase in net income of approximately 10.2% to
$581,000 when compared to the same nine month period of 2004. The Company's
consolidated results of operations for the three month period ended September
30, 2005 showed an approximate 8.2% increase in net revenues to $5,826,000 with
an increase in net income of approximately 63.4% to $252,000 when compared to
the same three month period in 2004. The increase in revenues is primarily
attributed to an increase in government and commercial shipments by the Advanced
Technology Group and price increases.
Gross margins for the nine and three month periods ended September 30,
2005 increased as a percentage of sales when compared to the same period in 2004
because of increased sales volume, the aforementioned price increases, mix of
products and because the increases in incremental sales resulted in the fixed
overhead costs becoming a smaller percentage of total costs. The Company
continues to incur costs associated with prototype and preproduction activities
that are expensed in the period incurred.
Selling, general and administrative (SG&A) costs increased
approximately 13.3% when compared to the same nine month period in 2004 and
increased 21.9% for the three month period ended September 30, 2005 when
compared to the same three month period in 2004. This increase, which was
partially mitigated by $162,000 in retroactive price increases, is attributable
to costs incurred for professional services which are related to corporate
governance necessitated by the Sarbanes-Oxley Act, increased legal and
accounting services related to the previously reported issues identified in item
3 and a change in the Company's Independent Auditors as well as increased
marketing costs supporting the expanded sales effort of the ATG and CPG.
Interest expense increased for the nine months and quarter ended
September 30, 2005 when compared to the same period in 2004 primarily due to an
increase in institutional debt and market driven interest rates.
The Company continues to take advantage of the tax benefit for
extraterritorial sales as well as the new manufacturing deductions allowable
under the American Jobs Creation Act of 2004, which is reflected in the
effective tax rate of approximately 37%.
- 10 -
Liquidity and Capital Resources
-------------------------------
The Company's primary liquidity and capital requirements relate to the
Company's working capital needs; primarily inventory, accounts receivable,
capital investments in facilities, machinery, tools/dies and equipment and
principal/interest payments on indebtedness. The Company's primary sources of
liquidity in 2005 have been from positive cash flows from operations. These cash
flows have been positively affected by efforts in inventory control and
satisfactory payment terms with suppliers and customers.
As of September 30, 2005 there are no material commitments for capital
expenditures.
The Company also has a $1,000,000 line of credit on which there was no
balance outstanding at September 30, 2005.
Item 3. CONTROLS AND PROCEDURES
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(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. As of September
30, 2005, 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. 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.
(b) CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING. Other than
as described below, there has been no change in our internal control over
financial reporting that occurred during the fiscal quarter ended September 30,
2005 that has materially affected, or is reasonably likely to materially affect,
the Company's internal control over financial reporting.
We are in the initial phases of establishing compliance under Section
404 of the Sarbanes-Oxley Act which, consistent with current government
regulations, will be effective for our Company for the fiscal year ending
December 31, 2007. We anticipate expending significant additional resources to
evaluate and maintain appropriate controls and procedures and to prepare the
required financial and other information during the process of establishing our
Section 404 Sarbanes-Oxley controls and procedures.
(c) IDENTIFIED CONTROLS AND PROCEDURE WEAKNESSES FOR PAYROLL
DISBURSEMENTS. As previously reported in the Company's amended quarterly report
on Form 10-QSB/A for the quarterly period ended June 30, 2005 (the "Amended
Second Quarter Report "), the Company's Interim CFO (who is now the current CFO)
and the CEO concluded that, as of June 30, 2005, the Company's disclosure
controls and procedures were not effective as a result of the Company's
discovery of certain unauthorized disbursements by a senior finance officer. The
Company reported this discovery to all appropriate parties including the
Company's Attorney, the Audit Committee, the Company's Independent Auditors, the
SEC, the AMEX and the District Attorney of Erie County, New York. An
investigation was immediately initiated and continued through the third quarter
ended September 30, 2005. Reference is made to the Amended Second Quarter Report
for a more detailed description. Subsequent to September 30, 2005, the Company
received a forensic accounting report which essentially supported the original
allegations as described in the Amended Second Quarter Report.
- 11 -
The CEO and CFO believe that the Company has corrected the weaknesses
in its internal controls and procedures relative to certain payroll
disbursements as described in the Amended Second Quarter Report and are not
aware of any other weaknesses in the Company's internal controls and procedures.
PART II
OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------- ---------------------------------------------------
The annual meeting of shareholders of the Registrant was held on July
1, 2005. At the meeting, each of the four directors of the Registrant was
elected to serve until the next annual meeting of shareholders and until his
successor is elected and qualified. The following table shows the results of the
voting at the meeting.
Name of Nominee For Withheld
Authority
--------------------------- --------- ---------
Dr. Nicholas D. Trbovich 2,312,351 6,514
Nicholas D. Trbovich, Jr. 2,317,444 1,421
Dr. William H. Duerig 2,318,468 397
Donald W. Hedges 2,313,375 5,490
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-QSB
contain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
such as those pertaining to the Company's capital resources and profitability.
Forward-looking statements involve numerous risks and uncertainties. The Company
derives a material portion of its revenues from contracts with agencies of the
U.S. Government or their prime contractors. The Company's business is performed
under fixed price contracts and the following factors, among others discussed
herein, could cause actual results and future events to differ materially from
those set forth or contemplated in the forward-looking statements: uncertainties
in today's global economy and global competition, and difficulty in predicting
defense appropriations, the vitality of the commercial aviation industry and its
ability to purchase new aircraft, the willingness and ability of the Company's
customers to fund long-term purchase programs, and market demand and acceptance
both for the Company's products and its customers' products which incorporate
Company-made components. The success of the Company also depends upon the trends
of the economy, including interest rates, income tax laws, governmental
regulation, legislation, population changes and those risk factors discussed
elsewhere in this Form 10-QSB. Readers are cautioned not to place undue reliance
on forward-looking statements, which reflect management's analysis only as of
the date hereof. The Company assumes no obligation to update forward-looking
statements.
- 12 -
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: November 11, 2005
SERVOTRONICS, INC.
By: /s/ Dr. Nicholas D. Trbovich, Chief Executive Officer
---------------------------------------------------------
Dr. Nicholas D. Trbovich
Chief Executive Officer
By: /s/ Cari L. Jaroslawsky, Chief Financial Officer
---------------------------------------------------------
Cari L. Jaroslawsky
Chief Financial Officer
By: /s/ Raymond C. Zielinski, Vice President
---------------------------------------------------------
Raymond C. Zielinski
Vice President
- 13 -