UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
FORM 10-K
(Mark One)
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended December 31, 20192022
or
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 1-5332
P&F INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 22-1657413 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification Number) |
445 Broadhollow Road, Suite 100, Melville, New York | 11747 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:(631) (631) 694-9800
Securities registered pursuant to Section 12(b) of the Act:
| | |||
Title of each class | Trading Symbol(s) | Name of each exchange on which | ||
Class A Common Stock, $1.00 par value | | PFIN | NASDAQ |
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨☐ No x☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨☐ No x☒
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 ¨☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x☒ No ¨☐
Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large, accelerated filer,” “accelerated filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large, accelerated filer | Accelerated filer | Non-accelerated filer | Smaller reporting company |
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for the complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the Registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨☐ No x☒
The aggregate market value of the registrant’s Class A Common Stock held by non-affiliates of the registrant, based on the last sale price on June 28, 201930, 2022 (the last business day of the registrant’s most recently completed second fiscal quarter), was approximately $14,055,051.$9,849,000. For purposes of this calculation, shares of Common Stock held by each executive officer and director have been excluded since those persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
As of March 20, 2020,2023, there were 3,144,8103,194,699 shares of the registrant’s Class A Common Stock outstanding.
Documents Incorporated by Reference
Part III of this Annual Report on Form 10-K incorporates by reference information from the registrant’s definitive Proxy Statement for the Annual Meeting of Stockholders to be held in 2020. 2023.
P&F INDUSTRIES, INC.
FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 20192022
TABLE OF CONTENTS
2
FORWARD LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 (the “Reform Act”) provides a safe harbor for 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 made by or on behalf of P&F Industries, Inc., and subsidiaries (the “Company”). The Company and its representatives may, from time to time, make written or verbal forward-looking statements, including statements contained in the Company’s filings with the Securities and Exchange Commission, such as this Annual Report on Form 10-K (“Report”), and in its reports to stockholders. Any statements made in the Report that are not historical or current facts may be deemed to be forward looking statements. Generally, the inclusion of the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “will,” “may,” “would,” “could,” “should” and their opposites and similar expressions identify statements that constitute forward looking statements within the meaning of the Reform Act. Any forward-looking statements contained herein, including those related to the Company’s future performance, are based upon the Company’s historical performance and on current plans, estimates and expectations. Such forward looking statements are subject to various risks and uncertainties, including those risk factors described in Item 1A of Part I, “Risk Factors” of this Report, which may cause actual results to differ materially from the forward-looking statements. You are therefore cautioned against relying on any forward-looking statements. Forward lookingForward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.
3
PART I
ITEM 1. Business |
P&F Industries, Inc., (“P&F”) is a Delaware corporation incorporated on April 19,in 1963. P&F (together with its subsidiaries, the “Company”) conducts its business through a wholly-owned subsidiary, Continental Tool Group, Inc. (“Continental”), which in turn operates through its wholly-owned subsidiaries, Florida Pneumatic Manufacturing Corporation (“Florida Pneumatic”) and Hy-Tech Machine, Inc. (“Hy-Tech”). Exhaust Technologies Inc. (“ETI”), Universal Air Tool Company Limited (“UAT”) and Jiffy Air Tool, Inc. (“Jiffy”), are all wholly-owned subsidiaries of Florida Pneumatic. The business of Air Tool Service Company (“ATSCO”) operates through a wholly-owned subsidiary of Hy-Tech. EffectiveIn October 25, 2019, the Company through a wholly ownedwholly-owned subsidiary of Hy-Tech, acquired substantially all the operating assets comprising the businesses of Blaz-Man Gear, Inc. and Gear Products & Manufacturing, Inc., each an Illinois-based corporation that manufactured and distributed custom gears. In January 2022, the Company, through a wholly-owned subsidiary of Hy-Tech, acquired (the “JGC Acquisition”), substantially all the operating assets comprising the business of Jackson Gear Company (“JGC”). Blaz-Man Gear, Inc., Gear Products & Manufacturing, Inc., and JGC comprise nearly all of Hy-Tech’s Power Transmission Group operations.
Florida Pneumatic
Florida Pneumatic directly, and through its wholly-owned subsidiaries ETI, UAT, and Jiffy, imports, manufactures, and sellsmarkets pneumatic hand tools most of which are of its own design, primarily to the retail, industrial, automotive and aerospace markets. Its products include sanders, grinders, drills, saws, and impact wrenches. These tools are similar in appearance and function to electric hand tools, but are powered by compressed air, rather than by electricity or a battery. Air tools, as they are more commonly referred to, generally offer better performance, and weigh less than their electrical counterparts. Florida Pneumatic imports and/or manufactures approximately seventy-five75 types of pneumatic hand tools, most of which are sold at prices ranging from $50 to $1,000, under the names “Florida Pneumatic,” “Universal Tool”, “Jiffy Air Tool”, AIRCAT, NITROCAT, as well as under the trade names or trademarks of several private label customers. These products are sold to retailers, distributors, manufacturers and private label customers through in-house sales personnel and manufacturers’ representatives. The AIRCAT and NITROCAT brands of pneumatic tools are sold primarily to the automotive service and repair market (“automotive market”). Users of Florida Pneumatics’Pneumatic’s hand tools include industrial maintenance and production staffs, do-it-yourself mechanics, professional automobile mechanics and auto body personnel. Jiffy manufactures and distributes pneumatic tools and components primarily to aerospace manufacturers.
There are redundant supply sources for nearly all products purchased.
The primary competitive factors in the industrial and automotive pneumatic tool market are quality, breadth and availability of products, customer service, technical support, price, and brand name awareness. The primary competitive factors in the retail pneumatic tool market are price, service, and brand-name awareness. The primary competitive factors in the aerospace market are quality, technology, and service levels. Florida Pneumatics’Pneumatic’s products are sold directly to the retailers, direct to customers and through distributors. Currently, there is minimal seasonality to Florida Pneumatics’Pneumatic’s revenue.
Jiffy manufactures the majority of its own products in the United States. It sources its raw materials from various well-established suppliers throughout the United States. There are redundant sources for all materials.
During 2019, of its purchased products,2022, Florida Pneumatic sourced approximately 25%14% of its pneumatic tools from China, 73%9% come from Vietnam, and 71% from Taiwan with the balance from Japan, Europe and domestically. Florida Pneumatic performs final assembly on certain of its products at its factory in Jupiter, Florida.
Hy-Tech
Hy-Tech designs, manufactures, and distributesmarkets industrial tools, systems, gearing, accessories, and a wide variety of replacement parts under various brands including ATP, Numatx, ThaxtonNUMATX, and Quality Gear.Thaxton. Hy-Tech produces and sells heavy-duty pneumatic impact tools, grinders, air motors, hydro-pneumatic riveters, hydrostatic test plugs, impact sockets and custom gears, with prices ranging from $300less than $100, to $42,000.
more than $62,000.
Hy-Tech’s ”Engineered“Engineered Solutions” products are sold directdirectly to Original Equipment Manufacturers (OEM’s)(“OEMs”), and industrial branded products are sold through a broad network of specialized industrial distributors serving the power generation, petrochemical, aerospace, construction, railroad, mining, ship building and fabricated metals.metals industries, among others. Hy-Tech works directly with their its
4
industrial customers, designing and manufacturing products from finished components to complete turnkey systems to be sold under their own brand names.
Hy-Tech’s “Power Transmission Group”, commonly referred to as “PTG”, produces spiral bevel and straight bevel gears along with a wide variety of other gearing. These products are sold direct to OEMs, end-users and gearbox repair companies. PTG works directly with its customer’s engineering departments to design or redesign gears or gearboxes to optimize a solution for functionality and manufacturability.
Nearly all of Hy-Tech brandsproducts are manufactured at its facilities in the United States of America. Hy-Tech does distribute ATP branded impact sockets, striking wrenches and accessories imported from ItalyIndia and Asia.
The sales of Hy-Tech products through various channel and direct customers are managed by both direct sales personnel and a network of specialized manufacturer representatives. Further, its products are sold as standard off-the-shelf and also producedcustomized to be sold for customer specific specifications.
The business is not seasonal but may be subject to periodic outage and maintenance schedules in refineries, power generation and chemical plants. The value proposition for Hy-Tech’s products areis quality, technicaldesign engineering expertise, product availability, breadth of products, andresponsive customer service and readily available technical support.
Hy-Tech sources its raw materials from various well-established suppliers throughout the United States. There are redundant sources for all materials.
Patents, Trademarks and Other Intellectual Property
The Company holds several patents, trademarks, and copyrights of various durations, and it believes that it holds or licenses all of the patent, trademark, copyright, and other intellectual property rights necessary to conduct its business. The Company relies upon patents, copyrights, trademarks, and trade secret laws to establish and maintain its proprietary rights in many of its products. There can be no assurance that any of its patents, trademarks or other intellectual property rights will not be challenged, invalidated, or circumvented, or that any rights granted thereunder will provide competitive advantages to it. In addition, there can be no assurance that patents will be issued from pending patent applications filed by the Company, or that claims allowed on any future patents will be sufficiently broad to protect our technology or designs. Further, the laws of some foreign countries may not permit the protection of our proprietary rights to the same extent as do the laws of the United States.
Customers
TheDuring 2022 and 2021 the Company is not dependent on any one customer. During 2019 and 2018 it had one customer, The Home Depot, that accounted for 20.7%21.2% and 26.5%26.1%, respectively, of its revenue, respectively. consolidated revenue. Further, accounts receivable on December 31, 2022, and 2021 due from this customer were 24.3% and 35.9%, respectively, of total accounts receivable.
Other than the aforementioned customer, in 20192022 and 2018,2021, the Company did not have any customer that accounted for more than 10%ten percent of its consolidated revenue.
Employees
The Company employed 195172 full-time employees as of December 31, 2019.2022. At various times during the year ourits operating units may employ seasonal or part-time help, as necessary. None of the Company’s employees are represented by a union.
Information Available on the Company’s Website
Additional information regarding the Company and its products is available on the Company’s website atwww.pfina.com. The information on the Company’s website is not, and should not be considered, part of this Annual Report on Form 10-K and is not incorporated by reference to this report.
ITEM 1A. Risk Factors |
A wide range of factors could materially affect our performance. In addition to the factors affecting specific business operations identified in connection with the description of these operations and the financial results elsewhere in this report, the following factors, among others, could adversely affect our business, including our results of operations or financial position:
5
Business and Operational Risks
Risks |
Additional public health crises could also emerge in the future, including other pandemics or epidemics. Such public health crises could pose further risks to the Company and could also have a material adverse effect on our business, results of operations and financial position.
● | Risks associated with sourcing from overseas. We import finished goods and component parts. Any difficulty or inability on the part of manufacturers |
Disruption in the global capital and credit markets. If global economic and financial market conditions deteriorate, it could have a material adverse effect on our financial condition and results of operations. In particular, lower consumer spending may result in reduced demand and orders for certain of our products, order cancellations, lower revenues, increased inventories, and lower gross margins. Further, if our customers experience difficulty obtaining financing in the capital and credit markets to purchase our products, this could result in further reduced orders for our products, order cancellations, inability of customers to timely meet their payment obligations to us, extended payment terms, higher accounts receivable, reduced cash flows, greater expense associated with collection efforts and increased bad debt expense; and a severe financial difficulty experienced by our customers may cause them to become insolvent or cease business operations. |
Importation |
6
costs. In addition, this could cause us to maintain higher levels of inventory, in order to avoid disruption to |
● | Raw Materials. Our profitability is affected by the prices of the raw materials used in the manufacturing of our products. These prices may fluctuate based on a number of factors beyond our control, including, among others, changes in supply and demand, general economic conditions, labor costs, import duties, tariffs, currency exchange rates and, in some cases, government regulation. Significant increases in the prices of raw materials or finished goods could adversely affect our profit margins, especially if we are not able to recover these costs by increasing the prices we charge our customers for our products. |
● | Customer concentration. We have several key customers, one of which accounted for approximately 21.2% of our 2022 consolidated revenue and 24.3% of our consolidated accounts receivable on December 31, 2022. Loss of key customers or a material negative change in our relationships with our key customers could have a material adverse effect on our business, results of operations or financial position. |
● | Unforeseen inventory adjustments or changes in purchasing patterns. We make purchasing decisions based upon a number of factors including an assessment of market needs and preferences, manufacturing lead times and cash flow considerations. To the extent that our assumptions result in inventory levels being too high or too low, there could be a material adverse effect on our business, results of operations or financial position. |
● | Market acceptance of products. There can be no assurance that the market continues its acceptance of the products we introduced in recent years or will accept new products (including the introduction of products into new geographic markets) introduced or scheduled for introduction in 2023. There can also be no assurance that the level of sales generated from these new products or geographic markets relative to our expectations will materialize. |
● | Competition. The markets in which we sell our products are highly competitive based on price, quality, availability, post-sale service and brand-name awareness. Several competing companies are well-established manufacturers that market on a global basis. |
● | Price reductions. Price reductions in response to customer and competitive pressures, as well as price reductions or promotional actions taken in order to drive demand, could have a material adverse effect on our business, results of operations or financial position. |
Industry and Economic Risks
Exposure to fluctuations in energy prices. Fluctuations in energy prices, including crude oil and gas prices, could negatively impact the activities of those of our customers involved in extracting, refining, or exploring for crude oil and gas, resulting in a corresponding adverse effect on the demand for the products that they purchase from us. Prices for oil and gas are subject to large fluctuations in response to relatively minor changes in the supply of, and demand for, oil and gas, market uncertainty and a variety of other economic factors that are beyond our control. Worldwide economic, political, and military events, including war (including the military action by Russia in Ukraine), terrorist activity, events in the Middle East and initiatives by the Organization of the Petroleum Exporting Countries (OPEC), have contributed, and are likely to continue to contribute, to price and volume volatility. Such volatility could result in a material adverse effect on our business, results of operations or financial position. |
● | The strength of the economy in the United States and abroad. Our business is subject to economic conditions in major markets in which we operate, including recession, inflation, deflation, general weakness in retail and industrial markets, as well as the exposure to liabilities under anti-corruption laws in various countries, such as the U.S. Foreign Corrupt Practices Act, currency instability, transportation delays or interruptions, sovereign debt uncertainties and difficulties in |
7
enforcement of contract and intellectual property rights, as well as natural disasters. The strength of such markets is a function of many factors beyond our control, including interest rates, employment levels, availability of credit and consumer confidence. |
● | Risks associated with Brexit. |
Adverse changes in currency exchange rates. A majority of our products are manufactured outside the United States, a portion of which are purchased in the local currency. As a result, we are exposed to movements in the exchange rates of various currencies against the United States dollar which could have an adverse effect on our results of operations or financial position. We believe our most significant foreign currency exposures are the Taiwan dollar (“TWD”) and the Chinese Renminbi (“RMB”). Purchases from Chinese sources are made in U.S. dollars (“USD”). However, if the RMB were to be revalued against the dollar, there could be a significant negative impact on the cost of our products. Further, the reporting currency for our Consolidated Financial Statements is the USD. Certain of the Company’s assets, liabilities, expenses, and revenues are denominated in currencies other than the USD. In preparing our Consolidated Financial Statements, those assets, liabilities, expenses, and revenues are translated into USD at applicable exchange rates. Increases or decreases in exchange rates between the USD and other currencies affect the USD value of those items, as reflected in the Consolidated Financial Statements. Substantial fluctuations in the value of the USD could have a significant impact on the Company’s financial condition and results of operations. |
● | Interest rates. Interest rate fluctuations and other capital market conditions could have a material adverse effect on our business, results of operations or financial position. |
Financing Risks
Debt and debt service requirements. The amount of our debt from time to time could have important consequences. For example, it could: increase our vulnerability to general adverse economic and industry conditions; limit our ability to fund future capital expenditures, working capital and other general corporate requirements and limit our flexibility in planning for, or reacting to, changes in our business. |
● | Borrowing and compliance with covenants under our credit facility. Our credit facility contains affirmative and negative covenants including financial covenants, and default provisions. A breach of any of these covenants could result in a default under our credit agreement. Upon the occurrence of an event of default under our current credit agreement, the lenders could elect to declare all amounts outstanding to be immediately due and payable and terminate all commitments to extend further credit. If the lenders were to accelerate the repayment of borrowings, to the extent we have significant outstanding borrowings at said time, we may not have sufficient assets to repay our asset-based credit facility and our other indebtedness. Also, should there be an event of default, or a need to obtain waivers following an event of default, we may be subject to higher borrowing costs and/or more restrictive covenants in future periods. Further, the amount available for borrowing under our asset-based revolving loan facility is subject to a borrowing base, which is determined by taking into account, among other things, our accounts receivable, inventory and machinery and equipment. Fluctuations in our borrowing base impact our ability to borrow funds pursuant to the revolving loan facility. |
● | Impairment of long-lived assets and goodwill.The inability to generate future cash flows sufficient to support the recorded amounts of goodwill, other intangible assets and other long-lived assets could result in future impairment charges. |
Strategic Risks
Retention of key personnel. Our success depends to a significant extent upon the abilities and efforts of our key personnel. The loss of the services of any of our key personnel or our inability to attract and retain qualified personnel in the future could have a material adverse effect on our business, results of operations or financial position. |
8
Acquisition of businesses. Part of our business strategy is to opportunistically acquire complementary businesses, which involve risks that could have a material adverse effect on our business, financial condition, and results of operations. These risks include: |
Loss or significant decline in the revenue of customers of the acquired businesses; |
Inability to successfully integrate |
Inability to coordinate management and integrate and retain employees of the acquired businesses; |
Difficulties in implementing and maintaining consistent standards, controls, procedures, policies, and information systems; |
Failure to realize anticipated synergies, economies of scale or other anticipated benefits, or to maintain operating margins; |
Strain on our personnel, systems and resources, and diversion of attention from other priorities; |
Incurrence of additional debt and related interest expense; |
Unforeseen or contingent liabilities of the acquired businesses; and |
Large write-offs or write-downs, or the impairment of goodwill or other intangible assets. |
Legal, Regulatory and Compliance Risks
Regulatory environment. We cannot anticipate the impact of changes in laws and regulations, including changes in accounting standards, taxation requirements, including tax rate changes, new tax laws and revised tax law interpretations, and environmental laws, in both domestic and foreign jurisdictions. Increased legislative and regulatory activity and burdens, and a more stringent manner in which they are applied, could significantly impact our business and the economy as a whole. |
Litigation and insurance. The effects of litigation and product liability exposure, as well as other risks and uncertainties described from time to time in our filings with the Securities and Exchange Commission and our public announcements could have a material adverse effect on our business, results of operations or financial position. Further, while we maintain insurance policies to protect against most potential exposures, events may arise against us for which we may not be adequately insured. |
● | The threat of terrorism, military actions and related political instability and economic uncertainty. The threat of potential terrorist attacks on the United States and throughout the world and political instability has created an atmosphere of economic uncertainty in the United States and in foreign markets. Our results may be impacted by the macroeconomic effects of those events. Also, a disruption in our supply chain as a result of terrorist attacks, military action or the threat thereof, may significantly affect our business and its prospects. In addition, such events may also result in heightened domestic security and higher costs for importing and exporting shipments of components and finished goods. Any of these occurrences may have a material adverse effect on our financial position, cash flow or results in any reporting period. On February 24, 2022, Russian forces launched significant military action against Ukraine. The impact to Ukraine as well as actions taken by other countries, including new and stricter sanctions imposed by the U.S. and other countries and companies and organizations against officials, individuals, regions, and industries in Russia, and actions taken by Russia and certain other countries in response to such sanctions, could also have a material adverse effect on our operations. |
Intellectual property. The Company relies upon patents, copyrights, trademarks, and trade secret laws to establish and maintain its proprietary rights in many of its products. There can be no assurance that any of its patents, trademarks or other intellectual property rights will not be challenged, invalidated, or circumvented, or that any rights granted thereunder will provide competitive advantages to it. In addition, there can be no assurance that patents will be issued from pending patent applications filed by the Company, or that claims allowed on any future patents will be sufficiently broad to protect our technology or designs. Further, the laws of some foreign countries may not permit the protection of our proprietary rights to the same extent as do the laws of the United States. |
● | Business disruptions or other costs associated with information technology, cyber-attacks, system implementations, data privacy, or catastrophic losses. We rely heavily on computer systems to manage and operate our businesses, and record and process transactions. Computer systems are important to production planning, customer service and order fulfillment |
9
among other business-critical processes. Consistent and efficient operation of the computer hardware and software systems is imperative to the successful sales and earnings performance. Despite efforts to prevent such situations, and loss control and risk management practices that partially mitigate these risks, our systems may be affected by damage or interruption from, among other causes, fire, natural disasters, power outages, system failures |
● | Computer hardware and storage equipment that is integral to efficient operations, such as e-mail, telephone, and other functionality, is concentrated in certain physical locations in which we operate. Additionally, we rely on software applications and enterprise cloud storage systems and cloud computing services provided by third-party vendors, and our business may be adversely affected by service disruptions or security breaches in such third-party systems. Security threats and sophisticated computer crime pose a potential risk to the security of our information technology systems, cloud storage systems, networks, services, and assets, as well as the confidentiality and integrity of some of our customers' |
The risk factors described above are not intended to be all-inclusive. There can be no assurance that we have correctly identified and appropriately assessed all factors affecting our business or that the publicly available and other information with respect to these matters is complete and correct. Furthermore, the headings under which the risk factors are arranged are not necessarily exclusive, and all of the risk factors should be read in their entirety. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial also may adversely impact us. Should any risks and uncertainties develop into actual events, these developments could have a material adverse effect on our business, results of operations or financial position.
ITEM 1B. Unresolved Staff Comments |
None.
ITEM 2. Properties |
Until June 18, 2019, Florida Pneumatic ownedleases approximately 42,000 square feet in a 72,000 square foot plant facility (the “Jupiter Facility”) located in Jupiter, Florida, at which it conductedhouses its operations. Effective June 18, 2019, Florida Pneumatic completed the sale of the entire Jupiter Facility to an unrelated third party. Effective the same day, it entered into a lease for approximately 42,000 square feet of the Jupiter Facility, with the new owner.corporate offices and warehouse. This lease is for a five-year period. Itsperiod ending June 2024, which can be reduced by up to one year upon twelve months’ notice by either party. In August 2022, the landlord informed Florida Pneumatic that it was exercising its right to terminate this lease effective July 1, 2023. In December 2022, Florida Pneumatic entered into a new lease. This lease is for approximately 29,700 square feet in a facility located in Lake Park, Florida. Additionally, this new lease is for a period of eighty-seven months, commencing on or about July 1, 2023.
Florida Pneumatic’s UAT subsidiary leases a 3,100 square foot facility from a non-affiliated lessor in High Wycombe, United Kingdom. This facility houses UAT’s warehouse / distribution, as well as its office needs. This lease was renewed in 2019, for a five-year period and contains a five-year renewal clause.
The Company’s JiffyJiffy’s operation is located in Carson City, Nevada in aNevada. This facility is 17,500 square foot buildingand is owned by another subsidiary of Florida Pneumatic.
Hy-Tech owns a 51,000 square foot plant facility located in Cranberry Township, Pennsylvania. Additionally, itHy-Tech also leases a 13,20060,700 square foot facility located in Punxsutawney, Pennsylvania, whichPennsylvania. This lease expires in 2021February 2027 and does not have a renewal clause. In October 2019, Hy-Tech entered into a five-year lease for a second location in Punxsutawney. This second location is approximately 42,000 square feet The Company has two three-year options to renew the lease. See Note 2 – ACQUISITION, in the Notes to Consolidated Financial Statements for further information.
10
The Company leases its executive office of approximately 5,0005,600 square feet located in an office building in Melville, New York. This lease expires in August 2022.31, 2025. The Company has an optionthe right to exitterminate this lease effective any time after August 31, 2023, with at least one-year advance written notice to the lease giving 12 months’ notice.
landlord.
Each facility described above either provides adequate space for the operations of the respective subsidiary for the foreseeable future or can be modified or expanded to provide some additional space.
The owned properties described above are pledged as collateral against the Company’s credit facility, which is discussed further in Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources and Notes to Consolidated Financial Statements.
ITEM 3. Legal Proceedings |
From time to time, the Company is subject to legal proceedings and claims in the ordinary course of business. While the results of proceedings cannot be predicted with certainty, the Company believes that the final outcome of these proceedings will not have a material adverse effect on the Company’s business, financial condition, or results of operations.
ITEM 4. Mine Safety Disclosures |
None.
11
PART II
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
Our Class A Common Stock (“Common Stock”) trades on the Nasdaq Global Market under the symbol PFIN. The ranges of the high and low closing sales prices for our Common Stock during the last two years were as follows:
2019 | High | Low | ||||||
First Quarter | $ | 8.66 | $ | 7.56 | ||||
Second Quarter | 8.62 | 8.00 | ||||||
Third Quarter | 8.31 | 6.37 | ||||||
Fourth Quarter | 7.50 | 6.24 |
2018 | High | Low | ||||||
First Quarter | $ | 8.47 | $ | 7.17 | ||||
Second Quarter | 8.88 | 7.75 | ||||||
Third Quarter | 8.74 | 7.66 | ||||||
Fourth Quarter | 8.34 | 7.55 |
As of March 20, 2020,2023, there were approximately 570500 holders of record of our Common Stock andStock.
In March 2016, the closing sale price of our stock as reported by the Nasdaq Global Market was $5.15.
The Company’s Board of Directors approved(the “Board”) adopted a dividend policy underpursuant to which the Company intendsit declared and paid cash dividends to declare a cash dividend to its stockholders in the amount of $0.20 per share, per annum, payable in equal quarterly installments.installments; however, following the declaration of a quarterly dividend in February 2020, the Board suspended this dividend policy. In conjunction therewith,August 2022 and November 2022, the Company’s Board of Directors declared four quarterlyspecial cash dividends of $0.05 per share to stockholders during 2019 and 2018.
The Company intends to maintainshare. In March 2023, the Board reinstated the dividend policy; however,policy and, in connection therewith, declared a quarterly cash dividend of $0.05 per share.
Future dividend declarations under the declarationdividend policy are subject to the Board’s continuing determination that the dividend policy is in the best interests of dividends under thisthe Company's stockholders and in compliance with applicable law. The dividend policy going forward is dependent uponmay be suspended or cancelled at the Company’s financial condition, resultsdiscretion of operations, capital requirements and other factors deemed relevant by the Company’s Board at any time.
ITEM 6. [Reserved]
12
Not required.
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
KEY INDICATORS
Recent global events
While the COVID-19 pandemic has impacted our ability to source certain of our products, particularly with respect to factories that we utilize located in China and Italy, we do not believe this alone is likely to have a material negative impact on our results for the foreseeable future. However, we believe the impact of the virus on the global economy, particularly within the U.S., is likely to have a material impact on our results for at least the next couple of fiscal quarters. Furthermore, many U.S. states and the United Kingdom have ordered certain types of businesses to stop physical operations to contend with the impact of this pandemic. While we believe that we are currently able to continue our operations at each of our operating locations, this could change at any time in the future. We are closely monitoring the situation and taking actions to protect the safety of our employees and communities. For example, among other things, we have restricted international and domestic travel, taken a variety of steps to ensure social distancing in our facilities, including working remotely where available, and have increased our cleaning and sanitizing procedures in our facilities.
Economic Measures
Much of our business is driven by the ebbs and flows of the general economic conditions in both the United States and, to a lesser extent, abroad. We focus on a wide array of customer types including, but not limited to large retailers, aerospace manufacturers, large and small resellers of pneumatic tools and parts, and automotive related customers, and many OEM customers. We tend to track the general economic conditions of the United States, industrial production, and general retail sales.
A key economic measure relevant to us is the cost of the raw materials in our products. Key materials include metals, especially various types of steel and aluminum. Also important is the value of the United States Dollar (“USD”) in relation to the Taiwanese dollar (“TWD”), as we purchase a significant portion of our products from Taiwan. Purchases from Chinese sources are made in USD; however, if the Chinese currency, the Renminbi (“RMB”), were to be revalued against the USD, there could be a negative impact on the cost of our products. Additionally, we closely monitor the fluctuation inof the Great British Pound (“GBP”) to the USD, and the GBP to TWD, both of which can have an impact on the consolidated results.
As the result of several new tariffs imposed in the second half of 2018, specifically those imposed on products imported from China, we now mustWe consider tariffs a key economic measure, as a significant portion of products imported by Florida Pneumatic for our Retail customers are subject to these tariffs.
Lastly, the cost and availability of a quality labor pool in the countries where products and components are manufactured, both overseas as well as in the United States, could materially affect our overall results.
Operating Measures
Key operating measures we use to manage our operations are orders; shipments; development of new products; customer retention; inventory levels and productivity. These measures are recorded and monitored at various intervals, including daily, weekly, and monthly. To the extent these measures are relevant, they are discussed in the detailed sections below.
Financial Measures
Key financial measures we use to evaluate the results of our business include:include various revenue metrics; gross margin; selling, general and administrative expenses; earnings before interest and taxes; earnings before interest, taxes, depreciation, and amortization; operating cash flows and capital expenditures; return on sales; return on assets; days sales outstanding and inventory turns. These measures are reviewed at monthly, quarterly, and annual intervals and compared to historical periods as well as to established objectives. To the extent that these measures are relevant, they are discussed in detail below.
13
Management’s Discussion and Analysis of Financial Condition and Results of Operations
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
We prepare our Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Certain of these accounting policies require us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities, revenuesrevenue and expenses. On an ongoing basis, we evaluate our estimates pertaining to such matters as bad debts, inventory reserves, goodwill and intangible assets, warranty reserves, sales discounts, and taxes. We base our estimates on historical data and experience, when available, and on various other assumptions that are believed to be reasonable under the circumstances, the combined results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates and assumptions. Significant changes, if any, in those estimates resulting from continuing changes in the economic environment will be reflected in the Consolidated Financial Statements in future periods. Actual results may differ from these estimates.
We consider the following policies and estimates to be the most critical in understanding the judgments that are involved in the preparation of the Company’s Consolidated Financial Statements and the uncertainties that could impact the Company’s financial position, results of operations and cash flows.
Revenue Recognition
Our accounting policy relating to revenue recognition reflects the impact of the adoption of In accordance with Accounting StandardStandards Codification (“ASC”) 606,Revenue from Contracts with Customers ("(“ASC 606"606”), which is discussed further in our Notes to our Consolidated Financial Statements. As a result of our adoption of ASC 606 weWe record revenue based on a five-step model. We sell our goods on terms that transfer title and risk of loss at a specified location, which may be our warehouse, destination designated by our customer, port of loading or port of discharge, depending on the final destination of the goods. Other than standard product warranty provisions, our sales arrangements provide for no other post-shipment obligations. We offer rebates and other sales incentives, promotional allowances, or discounts to certain customers, typically related to purchase volume, and are classified as a reduction of revenue and recorded at the time of sale, using the most likely amount approach. We periodically evaluate whether an allowance for sales returns is necessary. Historically, we have experienced minimal sales returns. If we believe there are material potential sales returns, we wouldwill provide the necessary provision against sales.
Performance obligations underlying our core revenue sources remain substantially unchanged.are related to the delivery of finished products to customers and do not require significant judgement or estimates. Our revenue is generated through the sale of finished products and is recognized at the point in time when merchandise is transferred to the customer with a fixed payment due generally within 30 to 90 days, and in an amount that considers the impacts of estimated allowances. Further, we have made a policy election to account for shipping and handling activities that occur after the customer has obtained control of the products as fulfillment costs rather than as an additional promised service. This election is consistent with our prior policy, and therefore the adoption of ASC 606 relating to shipping and handling activities did not have any impact on our financial results. There are typically no remainingother performance obligations asin our revenue process.
14
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are customer obligations due under normal trade terms. We sell our products to retailers, distributors and OEMs involved in a variety of industries. We perform continuing credit evaluations of our customers’ financial condition, and although we generally do not require collateral, letters of credit may be required from customers in certain circumstances. Management reviews accounts receivable to determine if any receivables will potentially be uncollectible. Factors considered in the determination include, among other factors, number of days an invoice is past due, customer historical trends, available credit ratings information, other financial data and the overall economic environment. Collection agencies may also be utilized if management so determines.
We record an allowance for doubtful accounts based on specifically identified amounts that are believed to be uncollectible. We also may record as an additional allowance a certain percentage of aged accounts receivable, based on historical experience and our assessment of the general financial conditions affecting our customer base. If actual collection experience changes, revisions to the allowance may be required. We have a limited number of customers with individually large amounts due at any given consolidated balance sheet date. Further, any unanticipated change in the creditworthiness of any of our customers could have a material effect on our results of operations in the period in which such changes or events occur. After all reasonable attempts to collect an account receivable have failed, the amount of the receivable is written off against the allowance. Based on the information available, we believe that our allowance for doubtful accounts as of December 31, 2019 and 2018 were adequate. However, actual write-offs in future periods could exceed the recorded allowance.
CRITICAL ACCOUNTING ESTIMATES (CONTINUED)
Inventories
Inventories are valued at the lower of cost or net realizable value. Cost is determined by the first-in, first-out. Inventory, whichfirst-out method, or moving weighted average. Our finished products inventory includes materials, labor, and manufacturing overhead costs, and is recorded net of an allowance for obsolete or slow-moving inventory (“OSMI”), as well as any unmarketable inventory. Such allowance is based upon historical experience and management’s understanding of market conditions and forecasts of future product demand. Specifically, at Florida Pneumatic and Jiffy we generally place a 100% reserve on inventory that has not had any sales or usage in more than two years. Hy-Tech’s methodology is primarily based on inventory turns, with inventory items that turn less frequently, receiving a greater allowance. Changes in our OSMI impact our consolidated balance sheet, gross profit, and net earnings.
Goodwill and Indefinite-Lived Intangible Assets
In accordance and compliance with authoritative guidance issued byGoodwill is tested for impairment at the Financial Accounting Standards Board (“FASB”), we test goodwill for impairmentreporting unit level on an annual basis. This test is performed as of the last day in November, or more frequently if we believe indicators of impairment might exist. Goodwill is tested at a levelThe Company considers its market capitalization and the carrying value of reporting referred to as "the reporting unit." Our reporting units are Hy-Techits assets and Florida Pneumatic. We have the option toliabilities, including goodwill, when performing its goodwill impairment test. In evaluating goodwill for impairment, we first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it iswas more likely than not (that is, a likelihood of more than 50%) that the fair value of a reporting unit iswas less than its carrying amount. Qualitative factors considered included, for example, macroeconomic and industry conditions, overall financial performance, and other relevant entity-specific events. If we bypassed the qualitative assessment or concluded that it was more likely than not that the fair value of a reporting unit was less than its carrying value, we then perform a quantitative goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment to be recognized, if any. If the carrying value of the reporting unit’s goodwill exceeded the implied fair value of the goodwill, an impairment loss is recognized in the amount of that excess, not to exceed the carrying amount of the reporting unit is less than its fair value, no impairment exists,goodwill. See Note 1 – Summary of Significant Accounting Policies in Notes to our Consolidated Financial Statements for further information.
Intangible assets represent trademarks, customer agreements and no further action is required. If the carrying amount of a reporting unit exceeds its fair value, the entitywill record an impairment charge based on the excess of a reporting unit's carrying amount over its fair value.
We also test indefinite-livedpatents related to our brands. Finite-lived intangible assets forare amortized on a straight-line basis over the estimated useful lives of the assets. Indefinite-lived intangible assets are not amortized, but instead are subject to impairment at least annuallyevaluation. This test is performed as of the last day in November, or more frequently if we believe indicators of November. The evaluationimpairment might exist through the use of goodwilldiscounted cash flow models. Assumptions used in our discounted cash flow models include: (i) discount rates; (ii) projected annual revenue growth rates; and (iii) projected long-term growth rates. Our estimates also factor in economic conditions and expectations of management, which may change in the future based on period-specific facts and circumstances. Other intangibles with determinable lives, including certain trademarks, customer agreements and patents, are evaluated for the possibility of impairment when certain indicators are present, and are otherwise amortized on a straight-line basis over the estimated useful lives of the assets (currently ranging from 3 to 20 years).
When conducting our impairment assessment of indefinite-lived intangible assets, requires that management prepare estimateswe initially perform a qualitative evaluation of future operating results for each of the operating units. These estimates are made with respect to future business conditions and estimated expected future cash flows to determine estimated fair value. However, if, in the future, key drivers in our assumptions or estimates such as (i) a material decline in general economic conditions; (ii) competitive pressures on our revenue, or our ability to maintain margins; (iii) significant price increases from our vendors that cannot be passed through to our customers; and (iv) breakdowns in supply chain, or other possible factors beyond our control occur, an impairment charge against our intangible assets may be required.
Impairment of Long-Lived Assets
We review long-lived assets, including property, plant, and equipment and identifiable intangible assets, for impairment whenever changes in circumstances or events may indicatewhether it is more likely than not that the carrying amounts areasset is impaired. If it is determined by a qualitative evaluation that it is more likely than not recoverable. Ifthat the fair valueasset is less thanimpaired, we then test the asset for recoverability. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset a lossto its future discounted net cash flows. If the carrying amount of such assets are considered to be impaired, the impairment to be recognized is recognized formeasured by the difference.
Factorsamount by which may cause an impairment of long-lived assets include significant changes in the manner of use of these assets, negative industry or market trends, a significant underperformance relative to historical or projected future operating results, or a likely sale or disposalcarrying amount of the asset beforeassets exceeds the end of its estimated useful life. If any of these factors exist, we are required to test the long-lived asset for recoverability and may be required to recognize an impairment charge for all or a portionfair value of the asset's carrying value.assets.
15
Management’s Discussion and Analysis of Financial Condition and Results of Operations
CRITICAL ACCOUNTING ESTIMATES (CONTINUED)
Income Taxes
We account for income taxes using the asset and liability approach. This approach requires the recognition of current tax assets or liabilities for the amounts refundable or payable on tax returns for the current year, as well as the recognition of deferred tax assets or liabilities for the expected future tax consequences of temporary differences that can arise between (a) the amount of taxable income and pretax financial income for a year, such as from net operating loss carryforwards and other tax credits, and (b) the tax bases of assets or liabilities and their reported amounts in the consolidated financial statements.Consolidated Financial Statements. Deferred tax assets and liabilities are measured using enacted tax rates. The impact on deferred tax assets and liabilities of changes in tax rates and laws, if any, is reflected in the Consolidated Financial Statements in the period enacted. Further, we evaluate the likelihood of realizing a benefit from our deferred tax assets by estimating future sources of taxable income and the impact of tax planning strategies. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all, of the deferred tax assets will not be realized.
We file a The valuation of deferred tax assets requires judgment in assessing the likely future tax consequences of events that have been recognized in our consolidated Federal tax return. P&F and certain of its subsidiaries file combinedfinancial statements or tax returns and future profitability. Changes in New York, California, Illinoisestimates, due to unanticipated events or otherwise, could have a material effect on our financial condition and Texas. All subsidiaries, other than UAT, file other state and localresults of operations. We continually evaluate our deferred tax returns onassets to determine if a stand-alone basis. UAT files an income tax return with the taxing authorities in the United Kingdom.
valuation allowance is required.
When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while other positions are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-notmore likely than not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest and penalties associated with unrecognized tax benefits are classified as income taxes in the consolidated statements of incomeoperations and comprehensive (loss) income.
The authoritative guidance for income taxes requires a reduction of the carrying amounts of deferred tax assets by recording a valuation allowance if, based on the available evidence, it is more likely than not (defined as a likelihood of more than 50%) such assets will not be realized. The valuation of deferred tax assets requires judgment in assessing the likely future tax consequences of events that have been recognized in our financial statements or tax returns and future profitability. Our accounting for deferred tax consequences represents our best estimate of those future events. Changes in estimates, due to unanticipated events or otherwise, could have a material effect on our financial condition and results of operations. We continually evaluate our deferred tax assets to determine if a valuation allowance is required.
In January 2018, the FASB released guidance on the accounting for tax on the global intangible low-taxed income (“GILTI”) provisions of the Act. The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. The guidance allows companies to make an accounting policy election to either (i) account for GILTI as a component of tax expense in the period in which they are subject to the rules (the period cost method), or (ii) account for GILTI in the Company’s measurement of deferred taxes (the deferred method). After completing the analysis of the GILTI provisions, we elected to account for GILTI using the period cost method.
MANAGEMENT OVERVIEW
Overview
During 2019,2022, significant factors that impacted our results of operations were:
were the:
● | Economic uncertainty negatively impacted revenue and income, especially in the non-industrial sectors. |
● | Increased raw material costs negatively impacted gross margin, especially during the first half of 2022. |
● | Weak customer mix and an increase of obsolete and slow-moving inventory charges at Hy-Tech, which negatively impacted its gross margin. |
16
Management’s Discussion and Analysis of Financial Condition and Results of Operations
TRENDS AND UNCERTAINTIES
INTERNATIONAL SUPPLY CHAIN
During the third and fourth quarters of 2021, and early 2022, we encountered severe delays in receiving inventory from our Asian suppliers, which led to intermittent shortages of inventory, however, delays begun to ease somewhat during the latter portion of 2022. Our ocean freight costs, which increased in some cases five-fold during the latter half of 2021 and for much of 2022, have also begun to decline, but are still well in excess of pre-pandemic levels. As a result, we incurred higher costs and delayed deliveries for much of 2022. Further, we believe the following factors negatively impacted our 2022 results:
In mid-2018,At the Officepresent time, we believe that some or all of the United States Trade Representative (“USTR”) began imposingabove-mentioned supply chain disruptions will likely continue for some time in fiscal 2023. While we believe that most of the related costs associated with the issues discussed above have been factored into our selling price, there is no assurance that we will be able to pass through any future additional tariffs on certain Chinese-made products. These additional tariffs raiseddirect costs or costs incurred related to our international supply chain issues in the future.
DOMESTIC TRANSPORTATION COSTS
For much of fiscal 2022, due to the shortage of vehicle operators in the U.S., we often encountered difficulty in moving goods from the ports of entry to our facilities, as well as arranging for shipments to deliver to our customers. Additionally, we have encountered increases in the costs for these transportation services. It is unclear when or if this situation will abate. As such, these issues will likely affect the Company for the foreseeable future impacting our overall margins and possibly depressing sales.
IMPACT OF INFLATION/GEOPOLITICAL ISSUES
Increasing prices, most notably in freight/transportation, the cost of raw materials and labor had a significant numbermaterial effect on our results of productsoperations during 2022. We believe that the current and projected levels of inflation, as well a fear of a possible economic recession will continue to adversely impact our operating costs. As such, at the present time, we sell, primarilyare unable to The Home Depot (“THD”). We were able to mitigatereasonably estimate the impact these issues will have on our results of these tariffs through price negotiations withoperations for the foreseeable future.
During 2022, we do not believe we were directly materially impacted by the Russia-Ukraine conflict, however we cannot predict what impact this conflict may have on our overseas manufacturer and/or our customer. During 2019,results in an effort to further minimize or eliminate the effectsfuture.
BOEING
The Federal Aviation Administration (“FAA”) and the European Union Aviation Safety Agency (“EASA”) have lifted the grounding of the additional tariffs,737 MAX, which enabled the aircraft to return to service in 2021. China, a large market for this aircraft, had grounded all 737 MAX aircraft beginning in March 2019, permitted a 737 MAX aircraft to make its first passenger flight in January 2023. Boeing is currently holding completed 737 MAX aircraft destined for Chinese carriers. However, we arranged to have the manufacturing of manybelieve that in spite of the high tariff products relocated from Chinarecent positive developments, production at Boeing of its 737 MAX aircraft is likely to other Asian nations.remain below the production levels that existed prior to the grounding of certain Boeing aircraft and the COVID-19 pandemic for at least the next several quarters.
17
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Lastly, weTRENDS AND UNCERTAINTIES - Continued
TECHNOLOGIES
We believe that over time, several newer technologies and features will have a greater impacteffect on the market for our traditional pneumatic tool offerings. TheSo far, the greatest impact of this evolution has been felt initially byon the automotive aftermarket with the advent of advanced cordless operated hand tools intools. Currently, we do not offer a cordless tool to the automotive aftermarket. However, with respect to the industrial market, we have developed for one of our largest OEM customers a tool mechanism that is incorporated into a major line of their cordless power tools. These tools have been in full production with our supplied system for several years and our sales of this product have continued to grow over that time. We continue to perform a cost-benefit analysisanalyze the practicality of developing or incorporating more advancednewer technologies in our tool platforms.platforms for other markets as well. This includes adding our internally developed mechanisms to existing cordless power sources as well as producing complete cordless tool systems.
OTHER MATTERS
Other than the aforementioned,trends and uncertainties mentioned above, or matters that may be discussed below, there are no major trends or uncertainties that had, or we could have reasonably expectedexpect to have a material impact on our revenue and operations, nor was there any unusual or infrequent event, transaction or any significant economic change that materially affected our results of operations.
Unless otherwise discussed elsewhere in the Management’s Discussion and Analysis of Financial Condition and Results of Operations, we believe that our relationships with our key customers and suppliers remain satisfactory.
RESULTS OF OPERATIONS
20192022 compared to 2018
2021
REVENUE
The tables set forth below provide an analysis of our revenue for the years ended December 31, 20192022, and 2018.2021.
Consolidated
| | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| |||||||||||||
|
| 2022 | | 2021 | | Increase (decrease) |
| |||||||||
| | | | Percent of |
| |
| Percent of | | | | |
| |||
|
| Revenue |
| revenue |
| Revenue |
| revenue |
| $ |
| % |
| |||
Florida Pneumatic |
| $ | 41,398,000 | | 70.1 | % | $ | 41,488,000 |
| 77.5 | % | $ | (90,000) | | (0.2) | % |
Hy-Tech | |
| 17,643,000 | | 29.9 | |
| 12,066,000 |
| 22.5 | |
| 5,577,000 | | 46.2 | |
Total | | $ | 59,041,000 | | 100.0 | % | $ | 53,554,000 |
| 100.0 | % | $ | 5,487,000 | | 10.2 | % |
18
ConsolidatedManagement’s Discussion and Analysis of Financial Condition and Results of Operations
RESULTS OF OPERATIONS Continued
Year Ended December 31, | ||||||||||||||||||||||||
2019 | 2018 | Increase (decrease) | ||||||||||||||||||||||
Revenue | Percent of revenue | Revenue | Percent of revenue | $ | % | |||||||||||||||||||
Florida Pneumatic | $ | 43,357,000 | 73.9 | % | $ | 50,720,000 | 78.0 | % | $ | (7,363,000 | ) | (14.5 | )% | |||||||||||
Hy-Tech | 15,317,000 | 26.1 | 14,275,000 | 22.0 | 1,042,000 | 7.3 | ||||||||||||||||||
Total | $ | 58,674,000 | 100.0 | % | $ | 64,995,000 | 100.0 | % | $ | (6,321,000 | ) | (9.7 | )% |
REVENUE – (Continued)
Florida Pneumatic
During the third quarter of 2018, Florida Pneumatic commenced the shipment to THD of an improved line of pneumatic tools, which replaced much of THD’s previous product offering. Gross margin for the new product line is projected to be approximately 2% less than recent historic levels. Further, in an effort to assist THD in promoting the roll out, Florida Pneumatic agreed to contribute approximately $1,088,000 to THD. This contribution is being ratably amortized over a four-year period commencing August 2018 and will be tested for impairment during said period.
Florida Pneumatic markets its air tool products to four primary sectors within the pneumatic tool market; Automotive, Retail, Automotive, IndustrialAerospace, and the Aerospace market.Industrial. It also generates revenue from its Berkley products line, as well as a line of air filters and other OEM parts (“Other”).
Year Ended December 31, | ||||||||||||||||||||||||||||||||||||||||
2019 | 2018 | Increase (decrease) | ||||||||||||||||||||||||||||||||||||||
Revenue | Percent of revenue | Revenue | Percent of revenue | $ | % | |||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | ||||||||||||||||||||||||
|
| Year Ended December 31, |
| |||||||||||||||||||||||||||||||||||||
| | 2022 | | 2021 | | Increase (decrease) |
| |||||||||||||||||||||||||||||||||
| | | | Percent of | | | | Percent of | | | | | |
| ||||||||||||||||||||||||||
|
| Revenue |
| revenue |
| Revenue |
| revenue |
| | $ |
| % |
| ||||||||||||||||||||||||||
Automotive | $ | 14,800,000 | 34.1 | % | $ | 14,430,000 | 28.5 | % | $ | 370,000 | 2.6 | % | | $ | 13,699,000 |
| 33.1 | % | $ | 14,543,000 |
| 35.1 | % | $ | (844,000) | | (5.8) | % | ||||||||||||
Retail customers | 12,467,000 | 28.8 | 18,234,000 | 35.9 | (5,767,000 | ) | (31.6 | ) | ||||||||||||||||||||||||||||||||
Retail | |
| 12,523,000 |
| 30.3 | |
| 13,995,000 |
| 33.7 | |
| (1,472,000) | | (10.5) | | ||||||||||||||||||||||||
Aerospace | 10,513,000 | 24.2 | 12,244,000 | 24.1 | (1,731,000 | ) | (14.1 | ) | |
| 8,658,000 |
| 20.9 | |
| 7,184,000 |
| 17.3 | |
| 1,474,000 | | 20.5 | | ||||||||||||||||
Industrial | 4,969,000 | 11.5 | 5,151,000 | 10.2 | (182,000 | ) | (3.5 | ) | |
| 5,958,000 |
| 14.4 | |
| 5,289,000 |
| 12.7 | |
| 669,000 | | 12.6 | | ||||||||||||||||
Other | 608,000 | 1.4 | 661,000 | 1.3 | (53,000 | ) | (8.0 | ) | |
| 560,000 |
| 1.3 | |
| 477,000 |
| 1.2 | |
| 83,000 | | 17.4 | | ||||||||||||||||
Total | $ | 43,357,000 | 100.0 | % | $ | 50,720,000 | 100.0 | % | $ | (7,363,000 | ) | (14.5 | )% | | $ | 41,398,000 |
| 100.0 | % | $ | 41,488,000 |
| 100.0 | % | $ | (90,000) | | (0.2) | % |
19
Management’s Discussion and Analysis of Financial Condition and Results of Operations
RESULTS OF OPERATIONS Continued
REVENUE – (Continued)
Florida Pneumatic’s full year 2022 revenue is slightly less ($90,000) than the prior year. Its 2022 Retail revenue declined 10.5%, when comparing the fiscal 2022 to the prior year. This decline was driven by several factors, including: a) sluggishness in consumer demand at The Home Depot (“THD”), most significant componentnotably occurring during the fourth quarter of 2022, as we believe rising interest rates and the general economy softness; b) lower sales of certain tools that enjoyed higher than usual volume during 2021, such as spray guns, which are used to combat the COVID-19 virus, and c) an effort by THD to lower its own inventory levels. 2022 Automotive revenue also declined when compared to 2021. The primary factors for the 5.8% reduction, were weak consumer demand occurring in the United States and, to a lesser extent, in Europe. Further, we believe this weakness in demand for our AIRCAT line of automotive products similar to the decline in Florida Pneumatic’s full-year 2019 revenue, compared to the full-year 2018 was lower sales to THD. It should be noted that during the third quarter of 2018, Florida Pneumatic shipped approximately $3.6 million of a then new, refreshed line of pneumatic tools and accessories to THD, whereas during 2019 there were no similar special or promotional orders. Additionally, we believe the reduction in our Retail revenue, was partially due to THD being in an overstocked position atdriven by global rising interest rates and slowing economies. Both the end of 2018, which caused a reduction in orders during the early part of 2019. The decline in year-over-year Aerospace revenue was due primarily to significant orders being shipped to a customer in the first quarter of 2018 not repeating in 2019, and to a lesser degree, the decision by Boeing to reduce/suspend production of its 737 Max aircraft. When comparing 2019 Industrial revenue to that generated in 2018, the decline was due primarily to overall sluggishness in the sector and reduced orders from certain customers that service the aircraft industry that have been negativelyabove product lines are affected by the reductionconsumer market. Partially offsetting the above declines was a 20.5% increase in production by Boeing of civilian aircraft. Automotive revenue forFlorida Pneumatics’ higher gross margin, Jiffy product line. The key factor driving this increase throughout the year 2019 improved compared to full year revenuewas stronger demand in 2018 primarily due to2022 from both the launch of a new line of tools. This new line features enhanced vibration reduction technologycommercial and longer lifemilitary sectors. Most of the internal mechanism. The reduction inAerospace revenue from our Other product lines was dueis attributable to in part toJiffy Air Tool. Lastly, Florida Pneumatic’s decision to adjustIndustrial revenue continued its focus away from its smaller lines to more profitable product lines.growth during 2022 that commenced in the latter half of 2021. Its 2022 revenue increased 12.6% over 2021, which increased 51.9% over 2020. The primary factors driving this growth are an improved supply chain and increased demand in the foundry, metal fabrication, manufacturing, and assembly sectors.
Hy-Tech
Hy-Tech
Hy-Tech designs, manufactures, and sells a wide range of industrial products under the brands ATP and ATSCO which are categorized as “ATP”ATP for reporting purposes. ProductsIn addition to Engineered Solutions, products and components manufactured for other companies under their brands are included in the OEM category in the table below. PTG revenue is comprised of products manufactured and sold by Hy-Tech’s gear business. NUMATX, Thaxton and other peripheral product lines, such as general machining, and gears, are reported as “Other” below:Other.
Year Ended December 31, | ||||||||||||||||||||||||||||||||||||||||
2019 | 2018 | Increase (decrease) | ||||||||||||||||||||||||||||||||||||||
Revenue | Percent of revenue | Revenue | Percent of revenue | $ | % | |||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | ||||||||||||||||||||||||
|
| Year Ended December 31, | | |||||||||||||||||||||||||||||||||||||
| | 2022 | | 2021 | | Increase (decrease) | | |||||||||||||||||||||||||||||||||
| | | | Percent of | | | | Percent of | | | | |
| |||||||||||||||||||||||||||
|
| Revenue |
| revenue |
| Revenue |
| revenue |
| $ |
| % |
| |||||||||||||||||||||||||||
OEM | $ | 7,321,000 | 47.8 | % | $ | 5,447,000 | 38.2 | % | $ | 1,874,000 | 34.4 | % | | $ | 8,688,000 |
| 49.2 | % | $ | 5,842,000 |
| 48.4 | % | $ | 2,846,000 | | 48.7 | % | ||||||||||||
PTG | |
| 5,602,000 |
| 31.8 | |
| 2,846,000 |
| 23.6 | |
| 2,756,000 | | 96.8 | | ||||||||||||||||||||||||
ATP | 6,290,000 | 41.1 | 7,253,000 | 50.8 | (963,000 | ) | (13.3 | ) | |
| 2,850,000 |
| 16.2 | |
| 3,024,000 |
| 25.1 | |
| (174,000) | | (5.8) | | ||||||||||||||||
Other | 1,706,000 | 11.1 | 1,575,000 | 11.0 | 131,000 | 8.3 | |
| 503,000 |
| 2.8 | |
| 354,000 |
| 2.9 | |
| 149,000 | | 42.1 | | ||||||||||||||||||
Total | $ | 15,317,000 | 100.0 | % | $ | 14,275,000 | 100.0 | % | $ | 1,042,000 | 7.3 | % | | $ | 17,643,000 |
| 100.0 | % | $ | 12,066,000 |
| 100.0 | % | $ | 5,577,000 | | 46.2 | % |
Hy-Tech’s revenue overall increased in 2019, compared to 2018 by 7.3%. The 34.4% net
20
Management’s Discussion and Analysis of Financial Condition and Results of Operations
RESULTS OF OPERATIONS – Continued
REVENUE – (Continued)
A key factor driving the 46.2% increase in Hy-Tech’s OEMfiscal 2022 revenue, was driven primarily by Hy-Tech’s Engineered Solutions products offering, which is designed to exploit Hy-Tech’s expertise in engineering and manufacturing and enable it to pursue alternate, non-traditional markets and develop different applications for its tools, motors and related accessories. We believe the development of the Engineered Solutions offering will continue to provide Hy-Tech an opportunity to generate additional sources of revenue in the future. Hy-Tech continues to see a decline in the marketplace for pneumatic tools and replacement parts, the primary factor for the 13.3% decline in ATP revenue. Historically, a major component of Hy-Tech’s revenue was derived from the oil and gas sector, which weakened in the second half of 2019. As a result, it intends to emphasize its Engineered Solutions product offering, and other newer technologies. As such, it is likely that Hy-Tech may encounter reduced ATP revenue in the future. Lastly, it believes the acquisition in October 2019 of the operating assets of Blaz-Man Gear, Inc. and Gear Products & Manufacturing, Inc. (the “Gears Acquisition”) should contribute strong gross margin gear related revenue in 2020.
GROSS MARGIN
Year Ended December 31, | Increase (decrease) | |||||||||||||||
2019 | 2018 | Amount | % | |||||||||||||
Florida Pneumatic | $ | 17,058,000 | $ | 18,554,000 | $ | (1,496,000 | ) | (8.1 | )% | |||||||
As percent of respective revenue | 39.3 | % | 36.6 | % | 2.7 | % pts | ||||||||||
Hy-Tech | $ | 3,900,000 | $ | 4,633,000 | $ | (733,000 | ) | (15.8 | )% | |||||||
As percent of respective revenue | 25.5 | % | 32.5 | % | (7.0 | )% pts | ||||||||||
Total Tools | $ | 20,958,000 | $ | 23,187,000 | $ | (2,229,000 | ) | (9.6 | )% | |||||||
As percent of respective revenue | 35.7 | % | 35.7 | % | 0.0 | % pts |
The improvement in gross margin at Florida Pneumatic in 2019, compared to the prior year was the acquisition of JGC that occurred in January 2022, which significantly contributed to the PTG revenue improvement of 96.8%, or more than $2,750,000. (See Note 2- Acquisition, for further discussion related to this acquisition). Additionally, Hy-Tech’s OEM revenue increased 48.7% over the prior year. This improvement is due primarily to a) its decisionincreased shipments to greatly reduce AIRCAT promotional programsa major OEM customer, and to a lesser extent, improved general market conditions in 2019 that were offered2022, compared to 2021 during much of 2018, b) during 2019, Jiffywhich Hy-Tech was ableimpacted by the slowdown caused by the COVID global pandemic. The gross profit generated from the shipments to phasethis OEM customer is less than historical OEM gross profit. The key factor for the increase in various price increases, c) Jiffy improved its manufacturing efficiencies, d) overall Florida Pneumatic strengthened its product / customer mix, and e)Hy-Tech’s Other revenue was a large reductionone-time order for its Thaxton products. The decline (5.8%) in salesATP revenue was driven by two factors; first, Hy-Tech’s ATP products continue to our low margin retail customerbe price-challenged by off-shore suppliers, and second, the Company’s decision in 2021 to focus more of its design and marketing efforts on its OEM suite of products.
GROSS MARGIN
| | | | | | | | | | | | |
| | Year Ended December 31, | | Increase |
| |||||||
|
| 2022 |
| 2021 |
| Amount |
| % |
| |||
Florida Pneumatic | | $ | 16,484,000 |
| $ | 15,274,000 |
| $ | 1,210,000 |
| 7.9 | % |
As percent of respective revenue | |
| 39.8 | % |
| 36.8 | % | | 3.0 | % pts |
| |
Hy-Tech | | $ | 2,455,000 | | $ | 2,073,000 |
| $ | 382,000 |
| 18.4 | % |
As percent of respective revenue | |
| 13.9 | % |
| 17.2 | % | | (3.3) | % pts |
| |
Total Tools | | $ | 18,939,000 | | $ | 17,347,000 |
| $ | 1,592,000 |
| 9.2 | % |
As percent of respective revenue | |
| 32.1 | % |
| 32.4 | % | | (0.3) | % pts |
| |
Florida Pneumatic’s Aerospace revenue generates stronger margins than its other product lines. Aerospace revenue increased as a percentage of Florida Pneumatic’s revenue, which in turn was a major factor in the improved gross margin. The vast majority of Florida Pneumatic’s Aerospace revenue is generated through the sale of the JIFFY product line. Additionally, other factors that contributed to Florida Pneumatic’s 300 basis point improvement were, its ability during fiscal 2022 to pass through some of the increases it incurred in ocean and domestic freight costs, as well as favorable foreign exchange rates, mostly related to the Taiwanese dollar. It should be noted that Florida Pneumatic’s ocean freight costs, particularly during the second half of 2021 through mid-2022 increased approximately five-fold, when compared to 2018.
The 7.0 percentage point decline in Hy-Tech’s 2019pre-pandemic rates. Our ocean freight costs have declined somewhat during the second half of 2022, but still remain above pre-pandemic levels. These improvements to gross margin was duewere partially offset by increased warranty costs related to a numberThe Home Depot. Warranty costs lag in relation to shipments. As such, we believe these costs will decline over time.
Hy-Tech manufactures most of factors: a) unusually high overheadits products. Its gross margin is significantly affected by customer/product mix. Specifically, its largest OEM customers generates lower than average gross margin. We are continuing to increase prices and reduce manufacturing costs incurred duringwithout jeopardizing the three-month period ended March 31, 2019, in areasrelationship with this major customer. Additionally, factors such as repairs and maintenance and sample costs; b) under absorption of manufacturing overhead, raw material pricing, third-party costs, and the supply chain issues have affected its overall gross margin. Specifically, during 2022, Hy-Tech has encountered higher raw material, freight, and outside third-party vendor costs, all adversely affecting its gross margin in 2022. Further, during the latter portion of 2022 as Hy-Tech realigned its marketing and sales strategy, it determined that certain customers and products would no longer be serviced. As a significant portion occurring inresult, Hy-Tech incurred an excess charge relating to obsolete, slow-moving inventory (“OSMI”). Further, Hy-Tech’s total gross margin was impacted by weak overhead absorption at its Punxsutawney, PA. facility, due primarily to integration issues of the Jackson Gear Company acquisition that occurred during the first quarter of 2019, primarily due to an enterprise-wide information technologies system conversion2022. We believe these issues will be corrected during the firstsecond quarter which caused the facility to halt production for several days, c) increased charges in obsolete and slow-moving inventory, d) weaker gross margin mix of items sold in 2019, compared to those sold in 2018; and e) increased material and labor costs. In an effort to improve its gross margin in 2020, Hy-Tech intends to increase the selling price of several high-volume items, source less expensive parts imported from overseas and expand a cost reduction program that was put in place in late 2019.2023.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses (“SG&A”) include salaries and related costs, commissions, travel, administrative facilities, communications costs and promotional expenses for our direct sales and marketing staff, administrative and executive salaries, and related benefits, legal, accounting, and other professional fees as well as general corporate overhead and certain engineering expenses.
21
Management’s Discussion and Analysis of Financial Condition and Results of Operations
RESULTS OF OPERATIONS – Continued
REVENUE – (Continued)
Our SG&A expenses during 2019 was $21,869,000,2022 were $20,373,000, compared to $21,705,000$19,856,000, in 2018.2021. Significant componentsfactors that contributed to the net increasechange include: a)
i) | Compensation expenses increased $676,000. Compensation expense is comprised of base salaries and wages, accrued performance-based bonus incentives and associated payroll taxes and employee benefits. Several factors contributed to this increase, among them the staffing added in connection with the JGC acquisition, increased wages primarily related to retention incentives and annual wage adjustments and increases in company-wide bonus/incentive/performance accruals. |
ii) | Professional fees and expenses increased $305,000, due primarily to legal, accounting, and other fees incurred in connection with the JGC acquisition. Other expenses that contributed to the increase in professional fees included ongoing cyber security/prevention costs, recruitment fees and legal fees associated with regulatory initiatives. |
iii) | Bad debt expense increased $96,000, when comparing 2022 to 2021. During the fourth quarter of 2022, we made several attempts to resolve and collect past due invoices from one customer, to no avail. It is extremely unlikely that we will be able to collect from this customer. |
iv) | Our depreciation and amortization increased $94,000 as the result of additional equipment purchased throughout the year and equipment and intangible assets acquired in connection with the Jackson Gear Company acquisition. |
v) | Temporary labor and stock-based compensation expense increased $35,000 and $36,000, respectively. |
vi) | Our variable expenses decreased $499,000. Driving this decline were significantly lower advertising costs at Florida Pneumatic, caused by a change in a distribution channel strategy. |
vii) | Our computer-related expenses declined $280,000. During the second quarter of 2021, we incurred approximately $288,000 in costs related to the May 2021 ransomware attack at our Florida Pneumatic subsidiary, where no such costs were incurred during 2022. |
IMPAIRMENT OF ASSETS
During 2022 and services increased $392,000, due primarily to costs2021, we reduced by $48,000 and expenses incurred in connection with$88,000, respectively, the Gears Acquisition in October 2019 (see Note 2 to our Consolidated Financial Statements); b) governance costs increased $133,000, due primarily from additional costs incurred in 2019 in connection with an expanded examination of our internal controls; c) non-cash impairment charges during 2019 of approximately $99,000 related to a reduction of our Right-of-Use asset, which resulted from a decision by Hy-Tech to vacate a facility in Punxsutawney, PA prior to the lease expiration and an adjustment to the faircarrying value of certain machinerynot-in-use fixed assets to their fair value.
22
Management’s Discussion and equipmentAnalysis of approximately $95,000. The above increases were partially offset by a)Financial Condition and Results of Operations
RESULTS OF OPERATIONS – Continued
REVENUE – (Continued)
OTHER INCOME
In accordance with current accounting guidance, we recorded a decreasegain of $221,000 in compensation expenses, which is comprised$19,000 during the fourth quarter of base salaries and wages, accrued performance-based bonus incentives and associated payroll taxes and employee benefits; b) a decrease of $189,000 in variable expenses, due primarily to lower Retail revenue. Variable expenses include such expenses as, commissions, freight out, advertising and promotion expenses and travel and entertainment; c) 2019 stock-based compensation declined $91,000, compared2022 related to the early termination of a real property lease.
In December 2021, we completed the process of determining and verifying our eligibility and amount of payroll tax credits known as the Employee Retention Credit (“ERC”). This resulted in filing certain amended payroll tax forms, which, in the prior year.
OTHER EXPENSE - NET
aggregate, totaled $2,028,000 of payroll tax credits. During 2018 we adjusted the fair value of the contingent consideration obligation to the Jiffy Seller by $150,000.
GAIN ON SALE OF REAL PROPERTY
Effective June 18, 2019, Florida Pneumatic completed the sale of real property located in Jupiter, Florida in which it conducts its principal operations. This facility was purchased by an unrelated third party for purchase price of $9.2 million. After broker fees and other expenses relating to the sale,2022, we received approximately $8.7 million$112,000 of the ERC. In January 2023, we received approximately $1,677,000 of the ERC. The ERC is subject to federal and recordedlocal tax. Pursuant to the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), on April 20, 2020, we received a gainPaycheck Protection Program (“PPP”) loan, in the amount of $2,929,000. Under the terms of the CARES Act, as amended, we were eligible to apply for forgiveness for all or a resultportion of the PPP loan. In February 2021, we filed an application for forgiveness with the lender, who approved this salesubmission and submitted the application for forgiveness to the SBA. On June 9, 2021, we were advised that the SBA had approved our PPP loan forgiveness application. Accordingly, the lender applied the funds it received from the SBA and paid off PPP loan principal and interest in full. In accordance with accounting guidance, this forgiveness of real property of approximately $7.8 million. See Note 1 to our Consolidated Financial Statementsdebt and related accrued interest was accounted for further details.as Other Income and Interest Expense – Net, in 2021, and was not considered as taxable income.
INTEREST EXPENSE -– NET
Year Ended December 31, | ||||||||||||||||||||
Interest expense – net attributable to: | 2019 | 2018 | ||||||||||||||||||
| | | | | | | | | | | | | ||||||||
|
| Year Ended December 31, | | (increase) decrease |
| |||||||||||||||
|
| 2022 |
| 2021 |
| Amount |
| % |
| |||||||||||
Interest expense attributable to: |
| |
|
| |
|
| |
|
|
| | ||||||||
Short-term borrowings | $ | 167,000 | $ | 118,000 | | $ | 353,000 | | $ | 47,000 | | $ | (306,000) |
| (651.1) | % | ||||
Term loans, including Capital Expenditure Term Loans | 9,000 | 15,000 | ||||||||||||||||||
PPP loan | |
| — | |
| (18,000) | |
| (18,000) |
| (100.0) | | ||||||||
Amortization expense of debt issue costs | 22,000 | 95,000 | |
| 16,000 | |
| 16,000 | |
| — |
| — | | ||||||
Interest income | — | (5,000 | ) | |||||||||||||||||
Other | | | (6,000) | | | — | | | 6,000 | | NA | | ||||||||
| | | | | | | | | | | | | ||||||||
Total | $ | 198,000 | $ | 223,000 | | $ | 363,000 | | $ | 45,000 | | $ | (318,000) |
| (706.7) | % |
23
Management’s Discussion and Analysis of Financial Condition and Results of Operations
RESULTS OF OPERATIONS – Continued
The most significant factor causing the increase onin our short-term borrowingborrowings interest expense was duethe growth in the prime rate during 2022. The Applicable Margin, as defined in our Credit Agreement during fiscal 2022 ranged from 1.5% to higher2.10% applied to LIBOR /SOFR borrowings and from 0.50% to 1.60% applied to Base rate borrowings. The interest charged on Base rate borrowings, (effectively borrowings at Prime rate) before adding Applicable Margin increased from 3.25% in January 2022 to 7.50% at December 31, 2022. Further, the interest rate before the Applicable Margin for LIBOR / SOFR term borrowings increased from an average of 1.61% in January 2022 to an average of 6.20% for borrowing in December 2022. Our average monthly borrowings under the Credit Facility during 2019,fiscal 2022 ranged from $7,852,000 to $12,654,000. The average monthly short-term borrowing during fiscal 2022 was $9,845,000, compared to the average short-term borrowing in$2,686,000 during the prior year. Term Loan interest declined asThe increase was driven by the resultJackson Gear Company business acquisition in January 2022 (See Note 2). Additional working capital needs are due to the anticipated growth, and a roll-out of paying offa tools program to our retail customer. Our Revolver borrowings increased significantly in the loan in its entirety in 2019. Wefirst half of 2022 and began to decline during the second half of 2022. At December 31, 2022 our bank amendedborrowing under the Credit Agreement in February 2019. Facility was net $7,570,000. (See Liquidity and Capital Resources for further discussion).
The amortization expense is related to the debt issue costs associated with such amendment, are significantly lower than the costs associatedamendments to our banking facility.
Lastly, Other relates to interest income in connection with the expiring Credit Agreement. As such, the amortization of debt issue costs during 2019 declinedTax refunds received in fiscal 2022.
INCOME TAX EXPENSE
The benefit from income taxes was $376,000 in 2022, compared to the prior year.
INCOME TAX EXPENSE
The provision for income taxes$2,000 in 2019 was $1,797,000, compared to $253,000, in 2018.2021. Significant factors impacting 2019’sthe 2022 net effective tax benefit rate of 26.8%, were non-deductible permanent differences, and state and local taxes. The net effective tax ratebenefit for 20182022 was 22.8%(20.3%). See Note 10 –11– Income Taxes to our Consolidated Financial Statements for further discussion.
On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was enacted. Among other things this Act reduced the U.S. federal corporate income tax rate from 35% to 21%, required companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously deferred, created new provisions related to foreign sourced earnings, eliminated the domestic manufacturing deduction and moved to a hybrid territorial system. In accordance with the Securities and Exchange Commission’s Staff Accounting Bulletin 118, income tax effects of the Act were refined upon obtaining, preparing, and analyzing additional information during the measurement period. At December 31, 2018, the Company had completed its accounting for the tax effects of the Act.
LIQUIDITY AND CAPITAL RESOURCES
We monitor such metrics as days’days sales outstanding, inventory requirements, accounts payable and capital expenditures to project liquidity needs, as well as evaluate return on assets. Our primary sourcessource of funds are operating cash flows andis our Revolver Loan (“Revolver”) with our bank.
We gauge our liquidity and financial stability by various measurements, some of which are shown in the following table:
December 31, | ||||||||||||||
2019 | 2018 | |||||||||||||
| | | | | | | ||||||||
| | December 31, | ||||||||||||
|
| 2022 |
| 2021 | ||||||||||
| | | | | | | ||||||||
Working capital | $ | 22,115,000 | $ | 22,323,000 | | $ | 20,838,000 | | $ | 24,598,000 | ||||
Current ratio | 2.92 to 1 | 3.26 to 1 | |
| 2.44 to 1 | |
| 3.04 to 1 | ||||||
Shareholders’ equity | $ | 46,506,000 | $ | 45,535,000 | | $ | 41,956,000 | | $ | 43,840,000 |
24
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Credit facility
Our Credit Facility
Currently our Credit Facility, which is discussed in detail in Note 7 to- Debt, is the primary source of funding our consolidated financial statements.operations. Further, this Credit Facility was amended in March 2023. See Note – 13 – Subsequent events for further discussion.
The average balance of short-term borrowings duringAdditionally, should the years ended December 31, 2019 and 2018, were $4,253,000 and $3,113,000, respectively.
We believe that should a need arise whereby the current credit facilityCredit Facility is insufficient; we can borrowcould obtain additional amounts againstfunds based on the value of our real property or other assets.property.
Sale of Real Property
Effective June 18, 2019 (the “Jupiter Closing Date”), Florida Pneumatic completed the sale of real property located in Jupiter, Florida in which it conducts its principal operations (the “Jupiter Facility”). The Jupiter Facility was purchased by an unrelated third party for purchase price of $9.2 million. After broker fees and other expenses relating to the sale, the Company received approximately $8.7 million. See Note 1 to our Consolidated Financial Statements for further discussion.
Cash Flows
AtFor the year ended December 31, 2019,2022, cash provided by operating activities was $3,288,000, compared to cash used in operating activities for the year was $2,514,000, compared to cash provided by operating activities for the year ended December 31, 20182021, of $2,966,000.$4,149,000. At December 31, 2019,2022, our consolidated cash balance was $380,000,$667,000, compared to $999,000$539,000 at December 31, 2018.2021. Cash at our UAT subsidiary aton December 31, 20192022, and 20182021 was $85,000$49,500 and $227,000,$190,000, respectively. We operate under the terms and conditions of the Credit Agreement. As a result, all domestic cash receipts are remitted to Capital One lockboxes.
Our total debt to total book capitalization (total debt divided by total debt plus equity) aton December 31, 20192022, was 10.8%15.3%, compared to 5.3% at11.6% on December 31, 2018. We anticipate being able to generate cash from operations during 2020.2021.
Capital spending during the year ended December 31, 20192022, was $1,524,000,$2,374,000, compared to $1,878,000$642,000 in 2018.2021. Capital expenditures currently planned for 20202023 are approximately $1,300,000,$2,600,000 which we expect will be financed through the Credit Facility. The major portion of these planned capital expenditures will be for new metal cutting equipment, tooling and information technology hardware and software.
In October 2019, we completed the Gears Acquisition for approximately $3.5 million, which was fundedOur liquidity and capital is primarily sourced from Revolver borrowings. Seeour credit facility, described in Note 2 –7 - Debt, to our Consolidated Financial Statements, for further information relatingand cash provided by operations. At December 31, 2022, we had $7,678,000 available to this transaction. us from the revolver portion of the credit facility.
During 2019 our Board of Directors approved the payment of dividends of $0.05 per common share to the shareholders of record in March 2019, May 2019, August 2019, and November 2019. During 2018, our Board of Directors voted to approve the payment of four quarterly dividends. As such, in February 2018, May 2018, August 2018, and November 2018, the Company paid a $0.05 per share dividend to the shareholders of record. The aggregate of such dividend payments was approximately $632,000 and $723,000 forFor the year ended December 31, 2019 and 2018, respectively. Our Board of Directors intends to maintain this dividend policy; however, the future declaration of dividends under this policy is dependent upon several factors, which includes such things as our overall financial condition, results of operations, capital requirements and other factors our board may deem relevant.
On February 14, 2019, the Company entered into an agreement to repurchase 389,909 shares of its Common Stock from certain funds and accounts advised or sub-advised by Fidelity Management & Research Company or one of its affiliates in a privately negotiated transaction at approximately $7.62 per share for a total purchase price of $2,971,000. The agreed upon purchase price per share of $7.62 was computed as the value equal to 97% of the volume weighted average price of the Company’s common stock for the 20 trading days ended on February 7, 2019.
On September 12, 2018, following the expiration of a prior repurchase program, our Board of Directors authorized us to repurchase up to 100,000 additional shares of our Common Stock (the “2018 Repurchase Program”) from time to time over the next 12 months through a 10b5-1 trading plan, and potentially through open market purchases, privately-negotiated transactions, or otherwise in compliance with Rule 10b-18 under the Securities Exchange Act of 1934. On September 14, 2018, we announced that, pursuant to the 2018 Repurchase Program, we adopted a written trading plan in accordance with the guidelines specified under Rule 10b5-1 under the Securities Exchange Act of 1934. Repurchases made under the plan, that commenced on September 17, 2018, were subject to the SEC’s regulations, as well as certain price, market, volume, and timing constraints specified in the plan. Under the 2018 Repurchase Program, we repurchased 100,000 shares of our Common Stock, 66,602 during 2019 and 33,398 during 2018, at an aggregate cost of approximately $547,000 and $272,000, respectively.
Included in the change in Other current liabilities was the payment of $1,000,000, the contingent consideration, payable to the seller of Jiffy.
At December 31, 2019,2022, we had $4,871,000$7,235,000 of open purchase order commitments, compared to $6,700,000$16,331,000 at December 31, 2018.2021.
Customer concentration
At December 31, 2019, THDDuring 2022, we had one customer that accounted for 20.7%21.2% of our consolidated revenue, compared to 26.5% of 2018’s revenue.26.1% in 2021. Further, accounts receivable aton December 31, 20192022, and 20182021 due from THDthis customer were 27.2%24.3% and 32.6%35.9%, respectively. There was no other customer that accounted for more than 10%respectively, of revenue ortotal accounts receivable in 2019 or 2018.
receivable.
IMPACT OF INFLATION
During 2022, with respect to our cost of inventory, we encountered price increases in raw materials, imported parts and tools, ocean freight and labor. It is difficult to accurately determine what portion of these increases are attributable to inflation. During the latter half of fiscal 2022, we were able to begin to successfully pass through most of the above-mentioned price increases. We believe thatintend to continue to actively manage the effectsimpact of changing prices and inflation on our consolidated financial position and our results of operations, have been minimal.however, we cannot reasonably estimate possible future impacts at this time. See ITEM 1A -Risk Factors
Recently Adopted Accounting Pronouncements
NEW ACCOUNTING PRONOUNCEMENTS
ReferPlease refer to Note 1, "SummarySummary of Significant Accounting Policies," to ourthe Notes to Consolidated Financial Statements included elsewhere in this report for additionala discussion of recentrecently adopted accounting standardspronouncements and pronouncements.new accounting pronouncements that may impact us.
25
ITEM 8. Financial Statements and Supplementary Data |
P&F INDUSTRIES, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
27
Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Report of Independent Registered Public Accounting Firm
To the Board of Directors and
Stockholders of P&F Industries, Inc. and Subsidiaries
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of P&F Industries, Inc. and Subsidiaries (the “Company”“Company”) as of December 31, 20192022 and 2018,2021, and the related consolidated statements of incomeoperations and comprehensive (loss) income, shareholders’shareholders’ equity and cash flows for each of the two years in the period ended December 31, 2019,2022, and the related consolidated notes (collectively referred to as the “consolidated financial statements)statements”). In our opinion, the Consolidated Financial Statementsconsolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20192022 and 2018,2021, and the results of its operations and its cash flows for each of the two years in the two-year period ended December 31, 2019,2022, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These Consolidated Financial Statementsconsolidated financial statements are the responsibility of the Company’sCompany’s management. Our responsibility is to express an opinion on the Company’s Consolidated Financial StatementsCompany’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”(“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Consolidated Financial Statementsconsolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’sCompany’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
AdoptionThe critical audit matters communicated below are matters arising from the current period audit of New Accounting Standard
As discussed in Note 1the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.
28
Valuation of Goodwill and Indefinite Lived Intangibles (Note 1 and Note 6 to the Consolidated Financial Statements)
Critical Audit Matter
As disclosed in the consolidated financial statements, goodwill and indefinite lived intangibles are tested for impairment annually at the reporting unit level on November 30 unless an interim test is required due to the presence of indicators that goodwill and indefinite lived intangibles may be impaired. Significant judgment is exercised by management in determining if impairment is present and at what amount. As a part of this determination, significant estimation is required to determine the fair value of each reporting unit. Fair value is estimated by management based on an income approach using a discounted cash flow model. In particular, the fair value estimates are sensitive to significant assumptions such as the operating performance projections, terminal growth rate, industry factors, and discount rates.
Given these factors, auditing management’s quantitative impairment tests for goodwill and indefinite lived intangible assets involved especially challenging, subjective, and complex auditor judgment and increased audit effort.
How Our Audit Addressed the Critical Audit Matter
Our principal audit procedures related to the Company adopted Accounting Standards Codification ASC 842, beginning January 1, 2019’s annual goodwill and appliedindefinite lived intangibles impairment test included the practical expedients consistently for all of its leases.
following, among others:
● | |
We | |
reasonableness of the underlying data used by the Company in its analyses; |
We evaluated management’s significant accounting policies related to impairment of goodwill and indefinite-lived intangible assets for reasonableness; |
● | We evaluated significant judgments made by management, including the identification of two reporting units along with a separate unit to capture the corporate overhead; |
● | We evaluated management’s ability to estimate future cash flows, including projected revenues, by performing a retrospective review of select Company historical cash flow forecasts; |
● | We evaluated management’s projected revenues and cash flows by comparing the projections to the underlying business strategies and growth plans and performed a sensitivity analysis related to the key inputs to projected cash flows, including revenue growth rates, to evaluate the changes in the fair value of the reporting unit that would result from changes in assumptions; |
● | With the assistance of our firm’s valuation professionals with specialized skills and knowledge in valuation methods and models, we tested the Company’s discounted cash flow models, including certain assumptions including the terminal value and discount rates; and |
● | We evaluated management’s reconciliation of the fair value measurements from the individual reporting units discounted cash flows to the Company’s market capitalization. |
/s/ CohnReznick LLP
We have served as the Company’s auditor since 2008.
Melville, New York
March 29, 2023
29
P&F INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2019 | December 31, 2018 | |||||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash | $ | 380,000 | $ | 999,000 | ||||
Accounts receivable — net | 9,313,000 | 9,574,000 | ||||||
Inventories | 22,882,000 | 20,496,000 | ||||||
Prepaid expenses and other current assets | 1,497,000 | 1,137,000 | ||||||
TOTAL CURRENT ASSETS | 34,072,000 | 32,206,000 | ||||||
PROPERTY AND EQUIPMENT | ||||||||
Land | 507,000 | 1,281,000 | ||||||
Buildings and improvements | 3,303,000 | �� | 6,262,000 | |||||
Machinery and equipment | 25,059,000 | 22,612,000 | ||||||
28,869,000 | 30,155,000 | |||||||
Less accumulated depreciation and amortization | 18,760,000 | 20,380,000 | ||||||
NET PROPERTY AND EQUIPMENT | 10,109,000 | 9,775,000 | ||||||
GOODWILL | 4,726,000 | 4,436,000 | ||||||
OTHER INTANGIBLE ASSETS — net | 8,259,000 | 7,800,000 | ||||||
DEFERRED INCOME TAXES — net | 216,000 | 628,000 | ||||||
RIGHT-OF-USE ASSETS – OPERATING LEASES | 3,859,000 | — | ||||||
OTHER ASSETS — net | 502,000 | 741,000 | ||||||
TOTAL ASSETS | $ | 61,743,000 | $ | 55,586,000 |
| | | | | | |
|
| December 31, |
| December 31, | ||
| | 2022 | | 2021 | ||
ASSETS |
| |
|
| |
|
CURRENT ASSETS |
| |
|
| |
|
|
| |
|
| |
|
Cash | | $ | 667,000 | | $ | 539,000 |
Accounts receivable — net | | | 7,370,000 | | | 7,550,000 |
Inventories | | | 24,491,000 | | | 24,021,000 |
Prepaid expenses and other current assets | | | 2,753,000 | | | 4,566,000 |
TOTAL CURRENT ASSETS | | | 35,281,000 | | | 36,676,000 |
| | | | | | |
PROPERTY AND EQUIPMENT | | | | | | |
Land | | | 507,000 | | | 507,000 |
Buildings and improvements | | | 4,087,000 | | | 3,605,000 |
Machinery and equipment | | | 28,057,000 | | | 25,675,000 |
| | | 32,651,000 | | | 29,787,000 |
Less accumulated depreciation and amortization | | | 23,288,000 | | | 21,707,000 |
NET PROPERTY AND EQUIPMENT | | | 9,363,000 | | | 8,080,000 |
| | | | | | |
GOODWILL | | | 4,822,000 | | | 4,447,000 |
| | | | | | |
OTHER INTANGIBLE ASSETS — net | | | 5,326,000 | | | 5,592,000 |
| | | | | | |
DEFERRED INCOME TAXES — net | | | 629,000 | | | 349,000 |
| | | | | | |
RIGHT-OF-USE ASSETS – OPERATING LEASES | | | 5,521,000 | | | 2,969,000 |
| | | | | | |
OTHER ASSETS — net | | | 62,000 | | | 77,000 |
| | | | | | |
TOTAL ASSETS | | $ | 61,004,000 | | $ | 58,190,000 |
The accompanying notes are an integral part of these consolidated financial statements.
30
P&F INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| | | | | | |
|
| December 31, |
| December 31, | ||
| | 2022 | | 2021 | ||
LIABILITIES AND SHAREHOLDERS’ EQUITY |
| |
|
| |
|
CURRENT LIABILITIES |
| |
|
| |
|
|
| |
|
| |
|
Short-term borrowings | | $ | 7,570,000 | | $ | 5,765,000 |
Accounts payable | | | 3,094,000 | | | 2,920,000 |
Accrued compensation and benefits | | | 1,757,000 | | | 1,475,000 |
Accrued other liabilities | | | 1,002,000 | | | 1,078,000 |
Current lease obligations – operating leases | | | 1,020,000 | | | 840,000 |
TOTAL CURRENT LIABILITIES | | | 14,443,000 | | | 12,078,000 |
| | | | | | |
Non-current lease obligations – operating leases | | | 4,535,000 | | | 2,176,000 |
Other liabilities | | | 70,000 | | | 96,000 |
| | | | | | |
TOTAL LIABILITIES | | | 19,048,000 | | | 14,350,000 |
| | | | | | |
COMMITMENTS AND CONTINGENCIES | | | — | | | — |
| | | | | | |
SHAREHOLDERS’ EQUITY | | | | | | |
Preferred stock - $10 par; authorized - 2,000,000 shares; no shares issued | | | — | | | — |
Common Stock: | | | | | | |
Class A - $1 par; authorized - 7,000,000 shares; issued – 4,467,000 on December 31, 2022 and 4,453,000 on December 31, 2021 | | | 4,467,000 | | | 4,453,000 |
Class B - $1 par; authorized - 2,000,000 shares; no shares issued | | | — | | | — |
Additional paid-in capital | | | 14,246,000 | | | 14,167,000 |
Retained earnings | | | 34,251,000 | | | 36,046,000 |
Treasury stock, at cost – 1,273,000 shares on December 31, 2022 and 2021 | | | (10,213,000) | | | (10,213,000) |
Accumulated other comprehensive loss | | | (795,000) | | | (613,000) |
| | | | | | |
TOTAL SHAREHOLDERS’ EQUITY | | | 41,956,000 | | | 43,840,000 |
| | | | | | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | $ | 61,004,000 | | $ | 58,190,000 |
December 31, 2019 | December 31, 2018 | |||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
CURRENT LIABILITIES | ||||||||
Short-term borrowings | $ | 5,648,000 | $ | 2,096,000 | ||||
Accounts payable | 1,843,000 | 2,755,000 | ||||||
Accrued compensation and benefits | 2,019,000 | 2,336,000 | ||||||
Accrued other liabilities | 1,568,000 | 1,243,000 | ||||||
Current maturities of long-term debt | — | 453,000 | ||||||
Current leased liabilities – operating leases | 879,000 | — | ||||||
Contingent consideration payable | — | 1,000,000 | ||||||
TOTAL CURRENT LIABILITIES | 11,957,000 | 9,883,000 | ||||||
Non-current leased liabilities – operating leases | 3,070,000 | — | ||||||
Other liabilities | 210,000 | 168,000 | ||||||
TOTAL LIABILITIES | 15,237,000 | 10,051,000 | ||||||
COMMITMENTS AND CONTINGENCIES | ||||||||
SHAREHOLDERS’ EQUITY | ||||||||
Preferred stock - $10 par; authorized - 2,000,000 shares; no shares issued | — | — | ||||||
Common Stock : | ||||||||
Class A - $1 par; authorized - 7,000,000 shares; issued – 4,416,000 at December 31, 2019 and 4,410,000 at December 31, 2018 | 4,416,000 | 4,410,000 | ||||||
Class B - $1 par; authorized - 2,000,000 shares; no shares issued | — | — | ||||||
Additional paid-in capital | 14,056,000 | 13,904,000 | ||||||
Retained earnings | 38,867,000 | 34,588,000 | ||||||
Treasury stock, at cost – 1,273,000 shares at December 31, 2019 and 816,000 shares at December 31, 2018 | (10,213,000 | ) | (6,695,000 | ) | ||||
Accumulated other comprehensive loss | (620,000 | ) | (672,000 | ) | ||||
TOTAL SHAREHOLDERS’ EQUITY | 46,506,000 | 45,535,000 | ||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 61,743,000 | $ | 55,586,000 |
The accompanying notes are an integral part of these consolidated financial statements.
31
P&F INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOMEOPERATIONS AND COMPREHENSIVE (LOSS) INCOME
Years ended December 31, | ||||||||
2019 | 2018 | |||||||
Net revenue | $ | 58,674,000 | $ | 64,995,000 | ||||
Cost of sales | 37,716,000 | 41,808,000 | ||||||
Gross profit | 20,958,000 | 23,187,000 | ||||||
Selling, general and administrative expenses | 21,869,000 | 21,705,000 | ||||||
Operating (loss) income | (911,000 | ) | 1,482,000 | |||||
Other expense - net | — | (150,000 | ) | |||||
Gain on sale of building | 7,817,000 | — | ||||||
Interest expense - net | (198,000 | ) | (223,000 | ) | ||||
Income before income taxes | 6,708,000 | 1,109,000 | ||||||
Income tax expense - net | (1,797,000 | ) | (253,000 | ) | ||||
Net income | $ | 4,911,000 | $ | 856,000 | ||||
Basic earnings per share | $ | 1.53 | $ | 0.24 | ||||
Diluted earnings per share | $ | 1.51 | $ | 0.23 | ||||
Weighted average common shares outstanding: | ||||||||
Basic | 3,207,000 | 3,628,000 | ||||||
Diluted | 3,262,000 | 3,728,000 | ||||||
Net income | $ | 4,911,000 | $ | 856,000 | ||||
Other comprehensive income (loss) - foreign currency translation adjustment | 52,000 | (142,000 | ) | |||||
Total comprehensive income | $ | 4,963,000 | $ | 714,000 |
| | | | | | |
| | Year ended December 31, | ||||
|
| 2022 |
| 2021 | ||
Net revenue | | $ | 59,041,000 | | $ | 53,554,000 |
Cost of sales | | | 40,102,000 | | | 36,207,000 |
Gross profit | | | 18,939,000 | | | 17,347,000 |
Selling, general and administrative expenses | | | 20,373,000 | | | 19,856,000 |
Impairment of assets held for sale | | | 48,000 | | | 88,000 |
Operating loss | | | (1,482,000) | | | (2,597,000) |
Other income | | | 19,000 | | | 4,957,000 |
Loss on sale of fixed assets | | | (26,000) | | | (27,000) |
Interest expense | | | (363,000) | | | (45,000) |
(Loss) income before income taxes | | | (1,852,000) | | | 2,288,000 |
Income tax benefit | | | 376,000 | | | 2,000 |
Net (loss) income | | $ | (1,476,000) | | $ | 2,290,000 |
| | | | | | |
Basic and diluted (loss) earnings per share | | $ | (0.46) | | $ | 0.72 |
| | | | | | |
Weighted average common shares outstanding: | | | | | | |
Basic | | | 3,186,000 | | | 3,178,000 |
Diluted | | | 3,186,000 | | | 3,192,000 |
| | | | | | |
Net (loss) income | | $ | (1,476,000) | | $ | 2,290,000 |
Other comprehensive loss - foreign currency translation adjustment | | | (182,000) | | | (36,000) |
Total comprehensive (loss) income | | $ | (1,658,000) | | $ | 2,254,000 |
The accompanying notes are an integral part of these consolidated financial statements.
32
P&F INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
Class A Common Stock, $1 Par | Additional paid-in | Retained | Treasury stock | Accumulated other comprehensive | ||||||||||||||||||||||||||||
Total | Shares | Amount | capital | earnings | Shares | Amount | loss | |||||||||||||||||||||||||
Balance, January 1, 2018 | $ | 46,013,000 | 4,203,000 | $ | 4,203,000 | $ | 13,064,000 | $ | 34,455,000 | (631,000 | ) | $ | (5,179,000 | ) | $ | (530,000 | ) | |||||||||||||||
Net income | 856,000 | — | — | — | 856,000 | — | — | — | ||||||||||||||||||||||||
Exercise of stock options | 806,000 | 200,000 | 200,000 | 606,000 | — | — | — | — | ||||||||||||||||||||||||
Restricted Common Stock compensation | 45,000 | 7,000 | 7,000 | 38,000 | — | — | — | — | ||||||||||||||||||||||||
Stock - based compensation | 196,000 | — | — | 196,000 | — | — | — | — | ||||||||||||||||||||||||
Purchase of Class A Common Stock | (1,516,000 | ) | — | — | — | — | (185,000 | ) | (1,516,000 | ) | — | |||||||||||||||||||||
Dividends | (723,000 | ) | — | — | — | (723,000 | ) | — | — | — | ||||||||||||||||||||||
Foreign currency translation adjustment | (142,000 | ) | — | — | — | — | — | — | (142,000 | ) | ||||||||||||||||||||||
Balance December 31, 2018 | $ | 45,535,000 | 4,410,000 | $ | 4,410,000 | $ | 13,904,000 | $ | 34,588,000 | (816,000 | ) | $ | (6,695,000 | ) | $ | (672,000 | ) | |||||||||||||||
Class A Common Stock, $1 Par | Additional paid-in | Retained | Treasury stock | Accumulated other comprehensive | ||||||||||||||||||||||||||||
Total | Shares | Amount | capital | earnings | Shares | Amount | (loss) income | |||||||||||||||||||||||||
Balance, January 1, 2019 | $ | 45,535,000 | 4,410,000 | $ | 4,410,000 | $ | 13,904,000 | $ | 34,588,000 | (816,000 | ) | $ | (6,695,000 | ) | $ | (672,000 | ) | |||||||||||||||
Net income | 4,911,000 | — | — | — | 4,911,000 | — | — | — | ||||||||||||||||||||||||
Restricted Common Stock compensation | 52,000 | 6,000 | 6,000 | 46,000 | — | — | — | — | ||||||||||||||||||||||||
Stock - based compensation | 106,000 | — | — | 106,000 | — | — | — | — | ||||||||||||||||||||||||
Purchase of Class A Common Stock | (3,518,000 | ) | — | — | — | — | (457,000 | ) | (3,518,000 | ) | — | |||||||||||||||||||||
Dividends | (632,000 | ) | — | — | — | (632,000 | ) | — | — | — | ||||||||||||||||||||||
Foreign currency translation adjustment | 52,000 | — | — | — | — | — | — | 52,000 | ||||||||||||||||||||||||
Balance December 31, 2019 | $ | 46,506,000 | 4,416,000 | $ | 4,416,000 | $ | 14,056,000 | $ | 38,867,000 | (1,273,000 | ) | $ | (10,213,000 | ) | $ | (620,000 | ) |
The accompanying notes are an integral part of these consolidated financial statements.
P&F INDUSTRIES, INC. AND SUBSIDIARIES
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Accumulated | |
| | | | | Class A Common | | Additional | | | | | | | | | | other | |||||
| | | | | Stock, $1 Par | | paid-in | | Retained | | Treasury stock | | comprehensive | |||||||||
|
| Total |
| Shares |
| Amount |
| capital |
| earnings |
| Shares |
| Amount |
| loss | ||||||
Balance, January 1, 2022 | | $ | 43,840,000 | | 4,453,000 | | $ | 4,453,000 | | $ | 14,167,000 | | $ | 36,046,000 | | (1,273,000) | | $ | (10,213,000) | | $ | (613,000) |
| | | | | | | | | | | | | | | | | | | | | | |
Net loss | | | (1,476,000) | | — | | | — | | | — | | | (1,476,000) | | — | | | — | | | — |
| | | | | | | | | | | | | | | | | | | | | | |
Exercise of Stock Options | | | 40,000 | | 7,000 | | | 7,000 | | | 33,000 | | | — | | — | | | — | | | — |
| | | | | | | | | | | | | | | | | | | | | | |
Restricted Common Stock compensation | | | 52,000 | | 7,000 | | | 7,000 | | | 45,000 | | | — | | — | | | — | | | — |
| | | | | | | | | | | | | | | | | | | | | | |
Stock - based compensation | | | 1,000 | | — | | | — | | | 1,000 | | | — | | — | | | — | | | — |
| | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustment | | | (182,000) | | — | | | — | | | — | | | — | | — | | | — | | | (182,000) |
| | | | | | | | | | | | | | | | | | | | | | |
Dividend | | | (319,000) | | — | | | — | | | — | | | (319,000) | | — | | | — | | | — |
| | | | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2022 | | $ | 41,956,000 | | 4,467,000 | | $ | 4,467,000 | | $ | 14,246,000 | | $ | 34,251,000 | | (1,273,000) | | $ | (10,213,000) | | $ | (795,000) |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Accumulated | |
| | | | | Class A Common | | Additional | | | | | | | | | | other | |||||
| | | | | Stock, $1 Par | | paid-in | | Retained | | Treasury stock | | comprehensive | |||||||||
|
| Total |
| Shares |
| Amount |
| capital |
| earnings |
| Shares |
| Amount |
| loss | ||||||
Balance, January 1, 2021 | | $ | 41,538,000 | | 4,428,000 | | $ | 4,428,000 | | $ | 14,144,000 | | $ | 33,756,000 | | (1,273,000) | | $ | (10,213,000) | | $ | (577,000) |
| | | | | | | | | | | | | | | | | | | | | | |
Net income | |
| 2,290,000 |
| — | |
| — | |
| — | |
| 2,290,000 |
| — | |
| — | |
| — |
| |
| |
| | |
| | |
| | |
| |
| | |
| | |
| |
Restricted Common Stock compensation | |
| 43,000 |
| 25,000 | |
| 25,000 | |
| 18,000 | |
| — |
| — | |
| — | |
| — |
| |
| |
| | |
| | |
| | |
| |
| | |
| | |
| |
Stock - based compensation | |
| 5,000 |
| — | |
| — | |
| 5,000 | |
| — |
| — | |
| — | |
| — |
| |
| |
|
| |
|
| |
|
| |
|
|
|
| |
|
| |
|
|
Foreign currency translation adjustment | |
| (36,000) |
| — | |
| — | |
| — | |
| — |
| — | |
| — | |
| (36,000) |
| | | | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2021 | | $ | 43,840,000 |
| 4,453,000 | | $ | 4,453,000 | | $ | 14,167,000 | | $ | 36,046,000 |
| (1,273,000) | | $ | (10,213,000) | | $ | (613,000) |
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31, | ||||||||
2019 | 2018 | |||||||
Cash Flows from Operating Activities | ||||||||
Net income from operations | $ | 4,911,000 | $ | 856,000 | ||||
Adjustments to reconcile net income from operations to net cash (used in) provided by operating activities: | ||||||||
Non-cash charges: | ||||||||
Depreciation and amortization | 1,566,000 | 1,383,000 | ||||||
Amortization of other intangible assets | 703,000 | 702,000 | ||||||
Amortization of operating lease assets | 582,000 | — | ||||||
Amortization of debt issue costs | 23,000 | 95,000 | ||||||
Amortization of consideration payable to customer | 270,000 | 122,000 | ||||||
(Recovery) provision for doubtful accounts | (38,000 | ) | 121,000 | |||||
Stock-based compensation | 106,000 | 196,000 | ||||||
Restricted stock-based compensation | 52,000 | 45,000 | ||||||
Gain on sale of fixed assets | (7,817,000 | ) | (1,000 | ) | ||||
Deferred income taxes | 409,000 | 253,000 | ||||||
Impairment of assets | 194,000 | — | ||||||
Fair value increase in contingent consideration | — | 150,000 | ||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | 529,000 | 482,000 | ||||||
Inventories | (1,714,000 | ) | (901,000 | ) | ||||
Prepaid expenses and other current assets | (339,000 | ) | 83,000 | |||||
Other assets | (1,000 | ) | (988,000 | ) | ||||
Accounts payable | (1,025,000 | ) | 317,000 | |||||
Accrued compensation and benefits | (318,000 | ) | 395,000 | |||||
Accrued other liabilities | 255,000 | (324,000 | ) | |||||
Operating lease liabilities | (597,000 | ) | — | |||||
Other liabilities | (265,000 | ) | (20,000 | ) | ||||
Total adjustments | (7,425,000 | ) | 2,110,000 | |||||
Net cash (used in) provided by operating activities | (2,514,000 | ) | 2,966,000 |
The accompanying notes are an integral part of these consolidated financial statements.
33
P&F INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31, | ||||||||
2019 | 2018 | |||||||
Cash Flows from Investing Activities: | ||||||||
Capital expenditures | $ | (1,524,000 | ) | $ | (1,878,000 | ) | ||
Proceeds from sale real property and other assets | 8,766,000 | 26,000 | ||||||
Purchase of net assets of gear businesses | (3,518,000 | ) | — | |||||
Net cash provided by (used in) investing activities | 3,724,000 | (1,852,000 | ) | |||||
Cash Flows from Financing Activities: | ||||||||
Dividend payments | (632,000 | ) | (723,000 | ) | ||||
Proceeds from exercise of stock options | — | 806,000 | ||||||
Purchase of Class A Common Stock | (3,518,000 | ) | (1,516,000 | ) | ||||
Net proceeds from short-term borrowings | 3,552,000 | 168,000 | ||||||
Payment of contingent consideration | (692,000 | ) | — | |||||
Repayments of notes payable | (453,000 | ) | (47,000 | ) | ||||
Payments of debt issue costs | (72,000 | ) | (3,000 | ) | ||||
Net cash used in financing activities | (1,815,000 | ) | (1,315,000 | ) | ||||
Effect of exchange rate changes on cash | (14,000 | ) | (41,000 | ) | ||||
Net decrease in cash | (619,000 | ) | (242,000 | ) | ||||
Cash at beginning of year | 999,000 | 1,241,000 | ||||||
Cash at end of year | $ | 380,000 | $ | 999,000 | ||||
Supplemental disclosures of cash flow information: | ||||||||
Cash paid for: | ||||||||
Interest | $ | 171,000 | $ | 130,000 | ||||
Income taxes | $ | 1,809,000 | $ | 86,000 | ||||
Amounts included in the measurement of operating lease liabilities | $ | 30,000 | $ | — | ||||
Supplemental disclosures of non-cash investing and financing activities: | ||||||||
Contingent consideration on acquisition of gear businesses | $ | 64,000 | $ | — | ||||
Capital expenditures financed | $ | — | $ | 400,000 | ||||
Right of Use (“ROU”) assets recognized for new operating lease liabilities | 4,032,000 | — | ||||||
Operating lease liability related to ROU assets recognized upon adoption of ASC 842 | 418,000 | — |
| | | | | | |
|
| Years ended December 31, | ||||
|
| 2022 |
| 2021 | ||
Cash Flows from Operating Activities |
| |
|
| |
|
Net (loss) income | | $ | (1,476,000) | | $ | 2,290,000 |
| |
| | |
| |
Adjustments to reconcile net (loss) income to net cash provided by (used) in operating activities: | |
| | |
| |
Non-cash charges: | |
| | |
| |
Depreciation | |
| 1,837,000 | |
| 1,788,000 |
Amortization of other intangible assets | |
| 687,000 | |
| 631,000 |
Operating lease expense | | | 949,000 | | | 895,000 |
Amortization of debt issue costs | |
| 16,000 | |
| 16,000 |
Amortization of consideration payable to customer | |
| 157,000 | |
| 270,000 |
Recovery of provision for losses on accounts receivable | |
| 47,000 | |
| 10,000 |
Stock-based compensation | | | 1,000 | | | 5,000 |
Stock-based compensation – options exercised | |
| 38,000 | |
| — |
Restricted stock-based compensation | |
| 52,000 | |
| 43,000 |
Loss on disposal of fixed assets | |
| 26,000 | |
| (27,000) |
Deferred income taxes | |
| (276,000) | |
| (120,000) |
Fair value adjustment of assets held for sale | | | 48,000 | | | 88,000 |
Gain on early termination of lease | | | (19,000) | | | — |
Forgiveness of Paycheck Protection Program loan | | | — | | | (2,929,000) |
Changes in operating assets and liabilities net of acquisition: | |
| | |
| |
Accounts receivable | |
| 739,000 | |
| (96,000) |
Inventories | |
| (223,000) | |
| (5,671,000) |
Prepaid expenses and other current assets | |
| 1,446,000 | |
| (1,825,000) |
Accounts payable | |
| (21,000) | |
| 726,000 |
Accrued compensation and benefits | |
| 304,000 | |
| 954,000 |
Accrued other liabilities | |
| (68,000) | |
| (264,000) |
Operating lease liabilities | |
| (945,000) | |
| (888,000) |
Other liabilities | | | (31,000) | | | (45,000) |
Total adjustments | |
| 4,764,000 | |
| (6,439,000) |
Net cash provided by (used in) operating activities | |
| 3,288,000 | |
| (4,149,000) |
The accompanying notes are an integral part of these consolidated financial statements.
34
P&F INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | | | |
| | Years ended December 31, | ||||
|
| 2022 |
| 2021 | ||
Cash Flows from Investing Activities: |
| |
|
| |
|
Capital expenditures | | $ | (2,374,000) | | $ | (642,000) |
Proceeds from sale or disposal of machinery and equipment | | | 46,000 | | | 58,000 |
Purchase of the net assets of the Jackson Gear Company business | | | (2,300,000) | | | — |
Net cash used in investing activities | | | (4,628,000) | | | (584,000) |
| | | | | | |
Cash Flows from Financing Activities: | | | | | | |
Dividend payments | | | (319,000) | | | — |
Proceeds from exercise of stock options | | | 2,000 | | | — |
Net proceeds from short-term borrowings | | | 1,805,000 | | | 4,391,000 |
Net cash provided by financing activities | | | 1,488,000 | | | 4,391,000 |
Effect of exchange rate changes on cash | | | (20,000) | | | (23,000) |
Net increase (decrease) in cash | | | 128,000 | | | (365,000) |
Cash at beginning of year | | | 539,000 | | | 904,000 |
Cash at end of year | | $ | 667,000 | | $ | 539,000 |
| | | | | | |
Supplemental disclosures of cash flow information: | | | | | | |
| | | | | | |
Cash paid for: | | | | | | |
Interest | | $ | 322,000 | | $ | 39,000 |
| | | | | | |
Income taxes | | $ | 128,000 | | $ | 22,000 |
| | | | | | |
Cash paid for amounts included in the measurement of operating lease liabilities | | $ | 34,000 | | $ | 10,000 |
| | | | | | |
Supplemental disclosures of non-cash investing and financing activities: | | | | | | |
| | | | | | |
Right of Use (“ROU”) assets recognized for new operating lease liabilities | | $ | 3,488,000 | | $ | 427,000 |
The accompanying notes are an integral part of these consolidated financial statements.
35
P&F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 20192022 and 20182021
NOTE 1—SUMMARY OF ACCOUNTING POLICIES
Principles of Consolidation
The Consolidated Financial Statements contained herein include the accounts of P&F Industries, Inc. and subsidiaries (“P&F” or the “Company”). All significant intercompany balances and transactions have been eliminated.
The Company
P&F is a Delaware corporation incorporated on April 19,in 1963. The Company conducts its business through a wholly-owned subsidiary, Continental Tool Group, Inc. (“Continental”), which in turn operates through its wholly-owned subsidiaries, Florida Pneumatic Manufacturing Corporation (“Florida Pneumatic”) and Hy-Tech Machine, Inc. (“Hy-Tech”). Exhaust Technologies Inc. (“ETI”), Universal Air Tool Company Limited (“UAT”) and Jiffy Air Tool, Inc. (“Jiffy”), are all wholly-owned subsidiaries of Florida Pneumatic. The business of Air Tool Service Company (“ATSCO”) operates through a wholly-owned subsidiary of Hy-Tech. Effective October 25,During 2019, the Company through a wholly ownedwholly-owned subsidiary of Hy-Tech, acquired substantially all the operating assets comprising the businesses of Blaz-Man Gear, Inc. and Gear Products & Manufacturing, Inc., each an Illinois-based corporation thata manufacturer and distributer of custom gears.
Florida Pneumatic directly, and through its wholly-owned subsidiaries Exhaust Technologies Inc. (“ETI”), Universal Air Tool Company Limited (“UAT”), and Jiffy Air Tool, Inc. (“Jiffy”) imports, manufactures, and distributes custom gears. See Note 2 – Acquisition, for further discussion
Florida Pneumatic imports and sellsmarkets pneumatic hand tools most of which are of its own design, primarily to the retail, industrial, automotive and aerospace markets. Its products include sanders, grinders, drills, saws, and impact wrenches. These tools are similar in appearance and function to electric hand tools, but are powered by compressed air, rather than by electricity or a battery. Air tools, as they are more commonly referred to, generally offer better performance, and weigh less than their electrical counterparts. Florida Pneumatic imports and/or manufactures approximately 75 types of pneumatic hand tools, most of which are sold at prices ranging from $50 to $1,000, under the names “Florida Pneumatic,” “Universal Tool”, “Jiffy Air Tool”, AIRCAT, NITROCAT, as well as under the trade names or trademarks of several private label customers. These products are sold to retailers, distributors, manufacturers and private label customers through in-house sales personnel and manufacturers’ representatives. The AIRCAT and NITROCAT brands of pneumatic tools are sold primarily to the automotive service and repair market (“automotive market”). Users of Florida Pneumatics’Pneumatic’s hand tools include industrial maintenance and production staffs, do-it-yourself mechanics, professional automobile mechanics and auto body personnel. Jiffy manufactures and distributes pneumatic tools and components primarily to aerospace manufacturers.
Hy-Tech designs, manufactures, and distributes industrial tools, pneumatic systems, gearing, accessories, and a wide variety of replacement parts under various brands including ATP, Numatx,NUMATX, Thaxton and Quality Gear. Hy-Tech produces and sells heavy-duty pneumatic impactPower Transmission Group. These tools, grinders, air motors, hydro-pneumatic riveters, hydrostatic test plugs, impact sockets and custom gears, withetc. are sold at prices ranging from $300under $100 to $42,000.
more than $62,000.
Hy-Tech’s ”Engineered“Engineered Solutions” products are sold direct to Original Equipment Manufacturers (“OEM’s”)(OEMs), and industrial branded products are sold through a broad network of specialized industrial distributors serving the power generation, petrochemical, aerospace, construction, railroad, mining, ship building and fabricated metals.metals industries, among others. Hy-Tech works directly with theirits industrial customers, designing and manufacturing products from finished components to complete turnkey systems to be sold under their own brand names.
Hy-Tech’s “Power Transmission Group”, commonly referred to as “PTG”, produces spiral bevel and straight bevel gears along with a wide variety of other gearing. These products are sold direct to OEMs, end-users and gearbox repair companies. PTG works directly with its customers engineering departments to design or redesign gears or gearboxes to optimize a solution for functionality and manufacturability.
Nearly all of Hy-Tech brands are manufactured in the United States of America. Hy-Tech does distributemarkets ATP branded impact sockets, striking wrenches and accessories that are imported from ItalyIndia and Asia.
36
P&F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022 and 2021
NOTE 1—SUMMARY OF ACCOUNTING POLICIES – Continued
The Company – Continued
The sales of Hy-Tech products through various channel and direct customers are managed by both direct sales personnel and a network of specialized manufacturer representatives. Further, its products are sold as standard off-the-shelf and also producedcustomized to be sold for customer specific specifications.
.
Basis of Financial Statement Presentation
The Company prepares its Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States (“US GAAP”).
COVID-19
On March 11, 2020, the World Health Organization designated the recent novel coronavirus, or COVID-19, as a global pandemic. COVID-19 was first detected in Wuhan City, Hubei Province, China and continued to spread, significantly impacting various markets around the world, including the United States. Various policies and initiatives have been implemented to reduce the global transmission of COVID-19.
The COVID-19 virus and the resultant global economic down-turn had a negative impact on our fiscal 2022 results. Additionally, we believe the supply-chain crisis, which severely affected the Company’s fiscal 2022 results was related to the pandemic. Beginning in early 2021 but magnifying during the third quarter of 2021 and continuing throughout 2022 the Company encountered severe shipping / receiving delays of inventory from its Asian suppliers, which caused intermittent shortages of inventory. Further, the costs of international freight greatly increased. Although many of the restrictions and other containment measures implemented by authorities in response to the COVID-19 pandemic have since been lifted or scaled back, the Company expects that the impact COVID-19 will continue to some extent. The fluidity of this situation precludes any prediction as to the ultimate adverse impact of COVID-19 on economic and market conditions, and, as a result, present material uncertainty and risk with respect to us and our results of operations.
Going Concern Assessment
Management assesses going concern uncertainty to determine whether there is sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from the date the consolidated financial statements are issued, which is referred to as the “look-forward period,” as defined in US GAAP. As part of this assessment, based on conditions that are known and reasonably knowable to management, it considers various scenarios, forecasts, projections, estimates and makes certain key assumptions, including the timing and nature of projected cash expenditures, its ability to reduce, delay or curtail cash outflows and its ability to raise additional capital, if necessary, among other factors. Management has prepared estimates of operations covering the look-forward period and believes that sufficient funds will be generated from operations, working capital, and its existing credit facility to fund its operations. The Company has contingency plans in which it would further reduce or defer certain expenses and cash outlays, or monetize real property should operations weaken beyond current forecasts.
The impact of COVID-19 on the Company’s business has been considered in these assumptions; however, it is unclear what the full impact of COVID-19 will be in the future or when the Company believes a return to more normal operations may occur.
For the twelve-month period ended December 31, 2022, the Company had an after-tax loss of $1,476,000. The Company did however, have net positive cash flow, with positive cash flow from operations. At December 31, 2022, the Company had working capital of $20,838,000. Further, the Company had borrowing availability on its bank facility of $7,678,000 at December 31, 2022. Lastly, the Company is not in default on any bank covenant and believes its relationship with the bank is good. See Note 7 – Debt, for further discussion.
37
P&F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022 and 2021
NOTE 1—SUMMARY OF ACCOUNTING POLICIES – Continued
Going Concern Assessment (Continued)
The accompanying consolidated financial statements have been prepared on a going concern basis under which the Company is expected to be able to realize its assets and satisfy its liabilities in the normal course of business.
Revenue Recognition
The Company records revenue based on a five-step model in accordance with Accounting Standards Codification ("ASC"(“ASC”) 606,Revenue from Contracts with Customers ("(“ASC 606"606”), which it adopted effective January 1, 2018.. The Company sells its goods on terms which transfer title and risk of loss at a specified location, which may be our warehouse, destination designated by our customer, port of loading or port of discharge, depending on the final destination of the goods. Other than standard product warranty provisions, our sales arrangements provide for no other post-shipment obligations. The Company offers rebates and other sales incentives, promotional allowances or discounts for certain customers that are typically related to customer purchase volume, all of which are classified as a reduction of revenue and recorded at the time of sale, using the most likely amount approach. The Company periodically evaluates whether an allowance for sales returns is necessary. Historically, we have experienced minimal sales returns. If the Company believes there are material potential sales returns, it wouldwill provide the necessary provision against sales.
P&F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 and 2018
NOTE 1—SUMMARY OF ACCOUNTING POLICIES - Continued
The Company's performancePerformance obligations underlying itsour core revenue sources remain substantially unchanged.are related to the delivery of finished products to customers and do not require significant judgment or estimates. Its revenue is generated through the sale of finished products and is generally recognized at the point in time when merchandise is transferred to the customer with a fixed payment due generally within 30 to 90 days, and in an amount that considers the impacts of estimated allowances. Further, the Company has made a policy election to account for shipping and handling activities that occur after the customer has obtained control of the products as fulfillment costs rather than as an additional promised service. This election is consistent with the Company’s prior policy, and therefore the adoption of ASC 606 relating to shipping and handling activities did not have any impact on its financial results. There are no remainingother performance obligations as of December 31, 2019.2022.
Accounts receivable at December 31, 2022, was $7,370,000.
The Company analyzes its revenue as follows:
Revenue generated at Florida Pneumatic.
Year Ended December 31, | ||||||||||||||||||||||||||||||||||||||||
2019 | 2018 | Increase (decrease) | ||||||||||||||||||||||||||||||||||||||
Revenue | Percent of revenue | Revenue | Percent of revenue | $ | % | |||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | ||||||||||||||||||||||||
| | Year Ended December 31, |
| |||||||||||||||||||||||||||||||||||||
| | 2022 | | 2021 | | Increase (decrease) |
| |||||||||||||||||||||||||||||||||
|
| | |
| Percent of |
| | |
| Percent of |
| |
|
| |
| ||||||||||||||||||||||||
| | Revenue | | revenue | | Revenue | | revenue | | $ | | % |
| |||||||||||||||||||||||||||
Automotive | $ | 14,800,000 | 34.1 | % | $ | 14,430,000 | 28.5 | % | $ | 370,000 | 2.6 | % | | $ | 13,699,000 | | 33.1 | % | $ | 14,543,000 | | 35.1 | % | $ | (844,000) | | (5.8) | % | ||||||||||||
Retail customers | 12,467,000 | 28.8 | 18,234,000 | 35.9 | (5,767,000 | ) | (31.6 | ) | ||||||||||||||||||||||||||||||||
Retail | | | 12,523,000 |
| 30.3 | | | 13,995,000 |
| 33.7 | | | (1,472,000) | | (10.5) | | ||||||||||||||||||||||||
Aerospace | 10,513,000 | 24.2 | 12,244,000 | 24.1 | (1,731,000 | ) | (14.1 | ) | |
| 8,658,000 |
| 20.9 | |
| 7,184,000 |
| 17.3 | |
| 1,474,000 | | 20.5 | | ||||||||||||||||
Industrial | 4,969,000 | 11.5 | 5,151,000 | 10.2 | (182,000 | ) | (3.5 | ) | |
| 5,958,000 |
| 14.4 | |
| 5,289,000 |
| 12.7 | |
| 669,000 | | 12.6 | | ||||||||||||||||
Other | 608,000 | 1.4 | 661,000 | 1.3 | (53,000 | ) | (8.0 | ) | |
| 560,000 |
| 1.3 | |
| 477,000 |
| 1.2 | |
| 83,000 | | 17.4 | | ||||||||||||||||
Total | $ | 43,357,000 | 100.0 | % | $ | 50,720,000 | 100.0 | % | $ | (7,363,000 | ) | (14.5 | )% | | $ | 41,398,000 |
| 100.0 | % | $ | 41,488,000 |
| 100.0 | % | $ | (90,000) | | (0.2) | % |
38
P&F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022 and 2021
NOTE 1—SUMMARY OF ACCOUNTING POLICIES – Continued
Revenue Recognition – Continued
Revenue generated at Hy-Tech.
Year Ended December 31, | ||||||||||||||||||||||||||||||||||||||||
2019 | 2018 | Increase (decrease) | ||||||||||||||||||||||||||||||||||||||
Revenue | Percent of revenue | Revenue | Percent of revenue | $ | % | |||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | ||||||||||||||||||||||||
| | Year Ended December 31, |
| |||||||||||||||||||||||||||||||||||||
| | 2022 | | 2021 | | Increase (decrease) |
| |||||||||||||||||||||||||||||||||
|
| | |
| Percent of |
| | |
| Percent of |
| |
|
| |
| ||||||||||||||||||||||||
| | Revenue | | revenue | | Revenue | | revenue | | $ | | % |
| |||||||||||||||||||||||||||
OEM | $ | 7,321,000 | 47.8 | % | $ | 5,447,000 | 38.2 | % | $ | 1,874,000 | 34.4 | % | | $ | 8,688,000 | | 49.2 | % | $ | 5,842,000 | | 48.4 | % | $ | 2,846,000 | | 48.7 | % | ||||||||||||
PTG | | | 5,602,000 | | 31.8 | | | 2,846,000 | | 23.6 | | | 2,756,000 | | 96.8 | | ||||||||||||||||||||||||
ATP | 6,290,000 | 41.1 | 7,253,000 | 50.8 | (963,000 | ) | (13.3 | ) | | | 2,850,000 |
| 16.2 | | | 3,024,000 |
| 25.1 | | | (174,000) | | (5.8) | | ||||||||||||||||
Other | 1,706,000 | 11.1 | 1,575,000 | 11.0 | 131,000 | 8.3 | |
| 503,000 |
| 2.8 | |
| 354,000 |
| 2.9 | |
| 149,000 | | 42.1 | | ||||||||||||||||||
Total | $ | 15,317,000 | 100.0 | % | $ | 14,275,000 | 100.0 | % | $ | 1,042,000 | 7.3 | % | | $ | 17,643,000 |
| 100.0 | % | $ | 12,066,000 |
| 100.0 | % | $ | 5,577,000 | | 46.2 | % |
Shipping and Handling Costs
Expenses for shipping and handling costs are included in selling, general and administrative expenses, and totaled approximately $1,883,000$1,895,000 and $2,370,000,$2,038,000, respectively, for the years ended December 31, 20192022, and 2018.
P&F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 and 2018
NOTE 1—SUMMARY OF ACCOUNTING POLICIES - Continued
2021.
Cash and Cash Equivalents
Cash and cash equivalents consistconsists of cash held in bank demand deposits. The Company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. There were no cash equivalents at December 31, 20192022 and 2018.
2021.
Financial Instruments
The carrying amounts reported in the consolidated balance sheets for cash, accounts receivable, accounts payable and short-term debt approximate fair value as of December 31, 20192022 and 20182021 because of the relatively short-term maturity of these financial instruments. The carrying amounts reported for long-term debt approximate fair value as of December 31, 2019 and 2018 because, in general, the interest rates underlying the instruments fluctuate with market rates.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are customer obligations due under normal trade terms. The Company sells its products to retailers, distributors, OEMs and original equipment manufacturersend-users involved in a variety of industries. The Company performs continuing credit evaluations of its customers’ financial condition, and although the Company generally does not require collateral, letters of credit may be required from customers in certain circumstances.
Management reviews accounts receivable to determine if any receivables will potentially be uncollectible. Factors considered in the determination include, among other factors, number of days an invoice is past due, customer historical trends, available credit ratings information, other financial data, and the overall economic environment. Collection agencies may also be utilized if management so determines.
The Company records an allowance for doubtful accounts based on specifically identified amounts that are believed to be uncollectible. The Company also records as an additional allowance a certain percentage of aged accounts receivable, based on historical experience and the Company’s assessment of the general financial conditions affecting its customer base. If actual collection experience changes, revisions to the allowance may be required. The Company has a limited number of customers with individually large amounts due at any given balance sheet date. Any unanticipated change in the creditworthiness of any of these customers could have a material effect on the Company’s results of operations in the period in which such changes or events occur. After all reasonable attempts to collect an account receivable have failed, the amount of the receivable is written off against the allowance. Based on the information available, the Company believes that its allowance for doubtful accounts as of December 31, 20192022, is adequate. However, actual write-offs might exceed the recorded allowance.
39
P&F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022 and 2021
NOTE 1—SUMMARY OF ACCOUNTING POLICIES - Continued
Concentrations of Credit Risk
The Company places the majority of its cash with its primary bank, Capital One Bank, National Association (“Capital One”), which is insured by the Federal Deposit Insurance Corporation (“FDIC”). Significant concentrations of credit risk may arise from the Company’s cash maintained at Capital One, as from time to timetime-to-time cash balances may exceed the FDIC limits.
At December 31, 2022, there was $211,000 in excess of the FDIC insured amount.
Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of accounts receivable. The Company had one customer that accounted for 27.2%24.3% and 32.6%35.9% of its consolidated accounts receivable at December 31, 20192022, and December 31, 2018,2021, respectively. Further, this customer accounted for 20.7%21.2% and 26.5%26.1% of the Company’s consolidated revenue in 20192022 and 2018,2021, respectively. There was no other customer that accounted for more than 10% of our consolidated revenue in 20192022 or 2018.
P&F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 and 2018
NOTE 1—SUMMARY OF ACCOUNTING POLICIES - Continued
2021.
Inventories
Inventories are valued at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method. The inventory balance, which includes raw materials, labor, and manufacturing overhead costs, is recorded net of an allowance for obsolete or unmarketable inventory. Such allowance is based upon both historical experience and management’s understanding of market conditions and forecasts of future product demand. If the actual amount of obsolete or unmarketable inventory significantly exceeds the estimated allowance, the Company’s cost of sales, gross profit and net earnings would be significantly affected.
Property and Equipment and Depreciation and Amortization
Property and equipment are stated at cost less accumulated depreciation and amortization. Generally, the Company capitalizes items in excess of $1,000. Minor replacements and maintenance and repair items are charged to expense as incurred. Upon disposal or retirement of assets, the cost and related accumulated depreciation are removed from the Company’s consolidated balance sheets.
Depreciation of buildings and machinery and equipment is computed by using the straight-line method over the estimated useful lives of the assets. Buildings are depreciated over periods ranging from 27.5 to 31 years, and machinery and equipment is depreciated over periods ranging from 3 to 10 years. Leasehold improvements are amortized over the life of the lease or the useful life of the related asset, whichever is shorter.
Long-Lived Assets
In accordance with authoritative guidance pertaining to the accounting for the impairment or disposal of long-lived assets, property and equipment and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company’s assessment of recoverability of property and equipment is performed on an entitya reporting unit level. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of such asset to its estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of such asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.
40
P&F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022 and 2021
NOTE 1—SUMMARY OF ACCOUNTING POLICIES - Continued
Acquisitions
The Company accounts for acquired businesses using the purchase method of accounting, which requires that the assets acquired, liabilities assumed, and contingent consideration, if any, are recorded as of the date of the acquisition at their respective fair values. It further requires that acquisition-related costs be recognized separately from the acquisition and expensed as incurred and that restructuring costs be expensed in periods subsequent to the acquisition date. Generally, the Company engages third party valuation appraisal firms to assist it in determining the fair values and useful lives of the assets acquired and liabilities assumed. The Company records a preliminary purchase price allocation for its acquisitions and finalizes purchase price allocations as additional information relative to the fair values of the assets acquired become known.
P&F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 and 2018
NOTE 1—SUMMARY OF ACCOUNTING POLICIES - Continued
Goodwill, Intangible and Long-Lived Assets
Goodwill is carried at cost less any impairment charges. Goodwill and intangible assets with indefinite lives are not amortized but are subject to an annual test for impairment at the entityreporting unit level (operating segment or one level below an operating segment) and between annual tests in certain circumstances. In accordance with authoritative guidance issued by the Financial Accounting Standards Board (“FASB”), the Company tests goodwill for impairment on an annual basis. This test occurs in the fourth quarter or more frequently if the Company believes indicators of impairment exist. An entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount.amount). If the carrying amount of the reporting unit is less than its fair value, no impairment exists, and no further action is required. If the carrying amount of a reporting unit exceeds its fair value, the entitywill record an impairment charge based on the excess of a reporting unit'sunit’s carrying amount over its fair value.
Intangible assets other than goodwill and intangible assets with indefinite lives, are carried at cost less accumulated amortization. Intangible assets are generally amortized on a straight-line basis over their respective useful lives, generally 3 to 20 years.
Long-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of any impairment loss for long-lived assets and certain identifiable intangible assets that management expects to hold and use is based on the amount by which the carrying value exceeds the fair value of the asset.
Warranty Liability
The Company offers certain warranties against product defects for periods ranging from one to three years. Certain products carry limited lifetime warranties. The Company’s typical warranties require it to repair or replace the defective products during the warranty period at no cost to the customer. At the time the product revenue is recognized, the Company records a liability for estimated costs. The costs are estimated based on revenue and historical experience.experience and have not been material. The Company periodically assesses the adequacy of its warranty liability and adjusts the amounts, as necessary. While the Company believes that its estimated liability for product warranties is adequate and that the judgment applied is appropriate, the estimated liability for the product warranties could differ materially in the future.
41
P&F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022 and 2021
NOTE 1—SUMMARY OF ACCOUNTING POLICIES - Continued
Income Taxes
The Company accounts for income taxes using the asset and liability approach. This approach requires the recognition of current tax assets or liabilities for the amounts refundable or payable on tax returns for the current year, as well as the recognition of deferred tax assets or liabilities for the expected future tax consequences of temporary differences that can arise between (a) the amount of taxable income and pretax financial income for a year, such as from net operating loss carryforwards and other tax credits, and (b) the tax bases of assets or liabilities and their reported amounts in the consolidated financial statements. Deferred tax assets and liabilities are measured using enacted tax rates. The impact on deferred tax assets and liabilities of changes in tax rates and laws, if any, is reflected in the Consolidated Financial Statements in the period enacted. Further, the Company evaluates the likelihood of realizing benefit from our deferred tax assets by estimating future sources of taxable income and the impact of tax planning strategies. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all, of the deferred tax assets will not be realized.
The Company files a consolidated Federal tax return. P&F and certain of its subsidiaries file combined tax returns in New York, California, Illinois, and Texas. All subsidiaries, other than UAT, file other state and local tax returns on a stand-alone basis. UAT files an income tax return to the taxing authorities in the United Kingdom.
P&F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 and 2018
NOTE 1—SUMMARY OF ACCOUNTING POLICIES - Continued
Income Taxes - Continued
Tax benefits are recognized for an uncertain tax position when, in the Company’s judgment, it is more likely than not that the position will be sustained upon examination by a taxing authority. For a tax position that meets the more likely-than-notlikely than not recognition threshold, the tax benefit is measured as the largest amount that is judged to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. The liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances and when new information becomes available. Such adjustments are recognized entirely in the period in which they are identified. The effective tax rate includes the net impact of changes in the liability for unrecognized tax benefits and subsequent adjustments as considered appropriate by the Company. Interest and penalties recognized on the liability for unrecognized tax benefits are recorded as income tax expense.
The authoritative guidance for income taxes requires a reduction of the carrying amounts of deferred tax assets by recording a valuation allowance if, based on the available evidence, it is more likely than not (defined as a likelihood of more than 50%) such assets will not be realized. The valuation of deferred tax assets requires judgment in assessing the likely future tax consequences of events that have been recognized in the Company'sCompany’s consolidated financial statements or tax returns and future profitability. The Company'sCompany’s accounting for deferred tax consequences represents its best estimate of those future events. Changes in the Company'sCompany’s estimates, due to unanticipated events or otherwise, could have a material effect on its financial condition and results of operations. The Company continually evaluates its deferred tax assets to determine if a valuation allowance is required.
42
On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was enacted. Among other things this Act reduced the U.S. federal corporate income tax rate from 35% to 21%, required companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously deferred, created new provisions related to foreign sourced earnings, eliminated the domestic manufacturing deduction and moves to a hybrid territorial system. In accordance with the Securities and Exchange Commission’s Staff Accounting Bulletin 118 (“SAB 118”), income tax effects of the Act were refined upon obtaining, preparing, and analyzing additional information during the measurement period. At December 31, 2018, the Company had completed its accounting for the tax effects of the Act.
In January 2018, the FASB released guidance on the accounting for tax on the global intangible low-taxed income (“GILTI”) provisions of the Act. The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. The guidance allows companies to make an accounting policy election to either (i) account for GILTI as a component of tax expense in the period in which they are subject to the rules (the period cost method), or (ii) account for GILTI in the Company’s measurement of deferred taxes (the deferred method). After completing the analysis of the GILTI provisions, the Company elected to account for GILTI using the period cost method.
Sale of real property
Effective June 18, 2019 (the “Jupiter Closing Date”), Florida Pneumatic completed the sale of real property located in Jupiter, Florida in which it conducts its principal operations (the “Jupiter Facility”). The Jupiter Facility was purchased by an unrelated third party for purchase price of $9.2 million. After broker fees and other expenses relating to the sale, the Company received approximately $8.7 million.
Selling price | $ | 9,200,000 | ||
Selling expenses | 451,000 | |||
Net proceeds | 8,749,000 | |||
Land | 774,000 | |||
Building and improvements | 2,956,000 | |||
Accumulated depreciation | (2,798,000 | ) | ||
Net book value | 932,000 | |||
Gain on sale of the Jupiter Facility | $ | 7,817,000 |
P&F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 20192022 and 20182021
NOTE 1—SUMMARY OF ACCOUNTING POLICIES - Continued
Lease Accounting
Effective as of the Jupiter Closing Date, Florida Pneumatic, entered into a lease with respect to an approximately 42,000 square foot portion of the Jupiter Facility. The lease is for a term of five years, with either party able to terminate after four years. The initial monthly base rent under the lease is $32,345 with annual escalations of 3%. Florida Pneumatic will also be responsible for certain other payments of “additional rent” as set forth in the lease, including certain taxes, assessments and operating expenses. The Company considered the guidanceaccounts for all leases in the current accounting literature relating to the recognition of the gain and determined that the full amount of $7,817,000 should be recognized as of the date of the transaction.
Lease Accounting
On January 1, 2019, the Company adoptedaccordance with Accounting Standards Codification No.842, Leases(“ASC”) ASC 842“Leases” using the initial date of adoption method, whereby the adoption does not impact any periods prior to 2019.Topic 842”).
As permitted under ASC Topic 842, retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous leases’ guidance. The Company recorded an operating Right of Use (“ROU”) asset of $394,000, and an operating lease liability of $418,000 as of January 1, 2019. The difference between the initial operating ROU asset and operating lease liability of $24,000 is accrued rent previously recorded under ASC 840. The Company elected to adopt the package of practical expedients and, accordingly, did not reassess any previously expired or existing arrangements and related classifications under ASC 840.
Ifif the rate implicit in thea lease is not readily determinable, the Company uses its incremental borrowing rate as the discount rate. The Company uses its best judgementjudgment when determining the incremental borrowing rate, which is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term to the lease payments in a similar currency.
The Company’s operating leases include vehicles, office space and the use of real property. The Company has not identified any material finance leases asIn December 2022, Florida Pneumatic entered into a new real property lease. This lease is for approximately 29,700 square feet in a facility located in Lake Park, Florida. This new lease is for a period of December 31, 2019.
eighty-seven months, commencing on July 1, 2023.
For the yearyears ended December 31, 2019,2022 and 2021, the Company had $582,000$949,000 and $895,000, respectively, in Operating lease expense. See Note 2 for information related to a new 5 year lease.
The following is a maturity analysis of the annual undiscounted cash flows reconciled to the carrying value of the operating lease liabilities as of December 31, 2019:2022:
As of December 31, 2019 | ||||||||
2020 | $ | 900,000 | ||||||
2021 | 828,000 | |||||||
2022 | 739,000 | |||||||
| | | | | ||||
|
| As of December 31, 2022 | | |||||
2023 | 637,000 |
| $ | 962,000 | | |||
2024 | 369,000 |
| | 950,000 | | |||
2025 |
| | 832,000 | | ||||
2026 |
| | 690,000 | | ||||
2027 |
| | 700,000 | | ||||
Thereafter | 1,042,000 |
| | 2,576,000 | | |||
Total operating lease payments | 4,515,000 |
| | 6,710,000 | | |||
Less imputed interest | (566,000 | ) |
| | (1,155,000) | | ||
Total operating lease liabilities | $ | 3,949,000 |
| $ | 5,555,000 | | ||
Weighted-average remaining lease term | 6.7 years | |||||||
Weighted-average discount rate | 4.4 | % | ||||||
| | | | | ||||
Weighted average remaining lease term |
| | 7.2 | years | ||||
Weighted average discount rate |
| | 4.93 | % |
P&F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 and 2018
NOTE 1—SUMMARY OF ACCOUNTING POLICIES - Continued
Use of Estimates
The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, possible disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. On an on-going basis P&F evaluates its estimates, including those related to collectability of accounts receivable, valuation of inventories, recoverability of goodwill and intangible assets, consideration payable to customer and income taxes. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not apparent from other sources. Actual results may differ from those estimates under different assumptions or conditions.
43
P&F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022 and 2021
NOTE 1—SUMMARY OF ACCOUNTING POLICIES - Continued
Advertising
The Company typically expenses its costs of advertising in the period in which they are incurred. Advertising costs forincurred and are included in Selling, General, and Administrative expenses. For the years ended December 31, 20192022 and 20182021, advertising expenses were $1,690,000$884,000, and $1,375,000,$1,276,000, respectively.
(Loss) Earnings Per Common Share
Basic (loss) earnings per common share exclude any dilution. It is based upon the weighted average number of shares of Common Stock outstanding during the year. Diluted earnings (loss) per common share reflect the effect of shares of Common Stock issuable upon the exercise of stock options unless the effect on earnings is anti-dilutive.
Diluted (loss) earnings per common share is computed using the treasury stock method. Under this method, the aggregate number of shares of Common Stock outstanding reflects the assumed use of proceeds from the hypothetical exercise of any outstanding options to purchase shares of the Company’s Class A Common Stock. The average market value for the period is used as the assumed purchase price.
The following table sets forth the computation of basic and diluted (loss) earnings per common share:
Years Ended December 31, | ||||||||
2019 | 2018 | |||||||
Numerator for basic and diluted earnings per common share: | ||||||||
Net income | $ | 4,911,000 | $ | 856,000 | ||||
Denominator: | ||||||||
Denominator for basic income per share—weighted average common shares outstanding | 3,207,000 | 3,628,000 | ||||||
Denominator for diluted income per share—adjusted weighted average common shares and assumed conversions | 3,262,000 | 3,728,000 |
Years Ended December 31, 2022 2021 Numerator for basic and diluted (loss) earnings per common share: Net (loss) income $ (1,476,000) $ 2,290,000 Denominator: Denominator for basic (loss) earnings per common share—weighted average common shares outstanding 3,186,000 3,178,000 Dilutive securities (1) — 14,000 Denominator for diluted (loss) earnings per common share—adjusted weighted average common shares and assumed conversions 3,186,000 3,192,000
(1) | Dilutive securities consist of the “in the money” stock options. In the event of a loss, options are considered anti-dilutive and are therefore not included in the calculation of diluted loss per share. |
The average anti-dilutive options outstanding for the yearyears ended December 31, 20192022 and 20182021, were 55,000133,000 and 12,000,137,000, respectively.
44
P&F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 20192022 and 20182021
NOTE 1—SUMMARY OF ACCOUNTING POLICIES - Continued
Share-Based Compensation
In accordance with US GAAP, the Company measures and recognizes compensation expense for all share-based payment awards based on estimated fair values. Share-based compensation expense is included in selling, general and administrative expense on the accompanying consolidated statements of incomeoperations and comprehensive (loss) income.
With respect to stock options, US GAAP requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s consolidated statements of incomeoperations and comprehensive (loss) income. The Company records compensation expense ratably over the vesting periods. The Company estimates forfeitures at the time of grant and revises this estimate, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company uses the Black-Scholes option-pricing model as its method of valuation for share-based awards granted. As such, the Company’s determination of fair value of share-based payment awards is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, the Company’s expected stock price volatility over the term of the awards, relevant interest rates, and the expected term of the awards.
With respect to any issuance of its Common Stock, the Company determines fair value per share as the closing price of its Common Stock on the date of the grant of said shares.
Foreign Currency Translation
The assets and liabilities of international operations are translated at the exchange rates in effect at the balance sheet date. Revenue and expense accounts are translated at the monthly average exchange rates. Adjustments arising from the translation of the foreign currency financial statements of the Company'sCompany’s international operations are reported as a component of "Accumulated“Accumulated other comprehensive loss"loss” in the Company'sCompany’s consolidated balance sheets.
For foreign currency remeasurement from each local currency into the appropriate functional currency, monetary assets and liabilities are remeasured to functional currencies using current exchange rates in effect at the balance sheet date. Gains or losses from these remeasurements were not significant and have been included in the Company’s consolidated statements of incomeoperations and comprehensive (loss) income. Non-monetary assets and liabilities are recorded at historical exchange rates, and the related remeasurement gains or losses are reported as a component of "Accumulated“Accumulated other comprehensive loss"loss” in the Company'sCompany’s consolidated balance sheets.
Recently Adopted Accounting Pronouncements
Going concern assessment
In accordance with currentThere were no new accounting literature,pronouncements adopted by us since our filing of the Company assesses going concern uncertainty in its financial statements to determine if it will have sufficient cashAnnual Report on hand and working capital, including available borrowings on loans, to operateForm 10-K for a period of at least onethe year from the date the financial statements are issued or available to be issued, which is referred to as the “look-forward period”, as defined in the current accounting guidance. As part of this assessment, based on conditions that are known and reasonably knowable to the Company, it will consider various scenarios, forecasts, projections, estimates and will make certain key assumptions, including the timing and nature of projected cash expenditures or programs, and its ability to delay or curtail expenditures or programs, if necessary, among other factors. Based on this assessment, as necessary or applicable, the Company will make certain assumptions around implementing curtailments or delays in the nature and timing of programs and expenditures to the extent the Company deems probable those implementations can be achieved and it will have the proper authority to execute them within the look-forward period. Our assessment determined the Company is a going concern.
P&F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ended December 31, 2019 and 2018
NOTE 1—SUMMARY OF ACCOUNTING POLICIES - Continued
New Accounting Pronouncements
Recently Adopted
In February 2016, the FASB issued ASU 2016-02,Leases. This ASU is2022, which could have a comprehensive new leases standard that amends various aspects of existing guidance for leases and requires additional disclosures about leasing arrangements. It will require companies to recognize lease assets and lease liabilities by lessees for those leases classified as operating leases under previous US GAAP. ASC Topic 842 retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous leases’ guidance. This ASU became effective January 1, 2019. The ASU offers two transition methods: (1) a modified retrospective approach, in which leases shall be measured and recognized at the beginning of the earliest comparative period presented with an adjustment to equity in the financial statements in which the ASU is first applied or (2) a prospective approach, in which a company is allowed to initially apply the new lease standard at the adoption date. The Company elected the prospective approach. The adoption of this standard had a minimalsignificant effect on the Company’s Consolidated Statement of Income and Comprehensive Income. However, does require the Company to include on its Consolidate Balance Sheet Right-of-Use assets and related liabilities incurred in connection with certain operating leases, which at December 31, 2019, were $3,859,000 and $3,949,000, respectively.
In February 2018, the FASB issued No. ASU 2018-02,Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“ASU 2018-02”). Under ASU 2018-02, an entity may elect to reclassify the income tax effects of the Tax Reform Act on items within accumulated other comprehensive income to retained earnings. ASU 2018-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted in any interim period. The adoption of this standard did not have a material effect on the Company’sour Consolidated Financial Statements.
Not Yet Adopted Accounting Pronouncements
Other than the aforementioned, theThe Company does not believe thatexpect any other recently issued but not yet effectiveadopted accounting standard, if adopted, willpronouncements to have a material effect on our Consolidated Financial Statements.
Not yet Adopted
In December 2019, the FASB issued Accounting Standards Update ("ASU") 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” The ASU is intended to simplify various aspects related to accounting for income taxes. This guidance is effective for fiscal years beginning after December 15, 2020, and for interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact this guidance may have on its consolidated financial statements.
45
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying generally accepted accounting principles to transactions affected by reference rate reform if certain criteria are met. These transactions include contract modifications, hedging relationships, and sale or transfer of debt securities classified as held-to-maturity. Entities may apply the provisions of the new standard as of the beginning of the reporting period when the election is made (i.e. as early as the first quarter 2020). Unlike other topics, the provisions of this update are only available until P&F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022 when the reference rate replacement activity is expected to have completed. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures and has yet to elect an adoption date.2021
NOTE 2—2 - ACQUISITION
Effective October 25, 2019 (the “Gears Closing Date”), the Company,January 15, 2022, through a wholly ownedwholly-owned subsidiary of Hy-Tech, the Company acquired (the “Acquisition”) substantially all the non-real estate assets comprising the businessesbusiness of Blaz-Man Gear, Inc. and Gear Products & Manufacturing, Inc., (the “Gears Acquisition”), each an Illinois-basedJGC, a Pennsylvania-based corporation that manufactures and distributes custom gears. The Company believes that the acquisition of these two businesses will provide added expertisegears and market exposure into the customized/specialty gears market.power transmission gear products. The purchase price consisted of an aggregate of approximately $3.5$2.3 million in cash, which was funded by the Company’s Revolver (as defined in Note 7) borrowings, and the assumption of certain payablespayables. The Company has incorporated this business into its PTG business and contractual obligations. In addition,believes that the sellers may be entitled to additional contingent consideration based upon sale of certain categories of acquired inventory duringAcquisition will provide added market exposure into the two-year period following the Gears Closing Date.
market for larger gears.
In connection with the Gears Acquisition, the Company entered into the Consent, Joinder and Amendment No. 89 (“Amendment No. 8”9”) to the Second Amended and Restated Loan and Security Agreement (the “Credit Agreement”), with Capital One, National Association. Amendment No. 8,9, among other things, provided consent to the Gears Acquisition. Amendment No. 8 also modified the Credit Agreement to suspend the requirement pertaining to compliance with the covenant relating to a Fixed Charge Coverage Ratio, unless a Default or Event of Default occurs, or availability is less than 17.5% of the aggregate amount of the Revolver Commitments, as each such term is defined, at any time. Further, it granted permission to the Company to continue its issuance of dividends and allow the Company to repurchase shares of its own Common Stock, provided that no Default or Event of Default has occurred, subject to Revolver availability limitations, among other things.
| | | |
|
| Total | |
Total purchase price | | $ | 2,300,000 |
P&F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 and 2018
NOTE 2 —ACQUISITION - Continued
Additionally, on the Gears Closing Date, the Company entered into a new five-year lease with the ultimate intention of combining all gear manufacturing operations into one location. The new leased premises, located in Punxsutawney, PA is approximately 42,000 square feet, with annual lease payments of $165,800. The Company has two three-year options to renew the lease. As the result of the Company’s decision to vacate leased space in Punxsutawney, which housed Hy-Tech’s gear operations prior to the Gears Acquisition, it wrote off the fair value of the vacated old lease by a reduction in the Right of Use Assets and leasehold improvements on the Balance Sheet of approximately $99,000 and included a like amount in Selling, general and administrative expenses on its Consolidated Statement of Income and Comprehensive Income. The Company will continue to make monthly lease payments toward the old vacated lease through February 2021 unless the Company and the landlord agree to other terms.
Additionally, the Sellers of the Gear Businesses may be entitled to additional consideration (“contingent consideration”), should the Company sell within a two-year period from the date of acquisition, certain portions of acquired inventories, which had no fair value at the time of the acquisition. Accordingly, the Company, determined that, based upon historical sales history provided or otherwise, the most likely scenario could result in a payment of contingent consideration of approximately $64,000.
Total | ||||
Cash paid at closing | $ | 3,518,000 | ||
Fair value of contingent consideration | 64,000 | |||
Total estimated purchase price | $ | 3,582,000 |
The following table presents the purchase price allocation:
| | | | ||||
Accounts receivable | $ | 218,000 |
| $ | 489,000 | ||
Inventories | 630,000 |
| | 359,000 | |||
Machinery, equipment and vehicle | 1,437,000 | ||||||
Identifiable intangible assets: | |||||||
Machinery and equipment |
| | 823,000 | ||||
Customer relationships | 995,000 |
| | 450,000 | |||
Trademarks and trade names | 54,000 | ||||||
Non-compete agreements | 95,000 | ||||||
Goodwill |
| | 394,000 | ||||
Liabilities assumed | (131,000 | ) |
| | (215,000) | ||
Goodwill | 284,000 | ||||||
Total estimated purchase price | $ | 3,582,000 | |||||
Total purchase price | | $ | 2,300,000 |
The excess of the total purchase price over the fair value of the net assets acquired including the value of the identifiable intangible assets, has been allocated tois being presented as goodwill. Goodwill will beis amortized over 15 years for tax purposes, but not deductible for financial reporting purposes. TheAll identifiable intangible assets subject to amortization will beare amortized over their useful lives for book purposes and are amortized over 15 years for tax purposes. For financial reporting purposes their respective useful lives have been determined as follows:
P&F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 and 2018
NOTE 2—ACQUISITION - Continued
The following unaudited pro-forma combined financial information gives effect to the AcquisitionsAcquisition as if the transactions weretransaction was consummated on January 1, 2018.2021. This unaudited pro-forma financial information is presented for information purposes only and is not intended to present actual results that would have been attained had the Acquisition been completed as of January 1, 20182021 (the beginning of the earliest period presented) or to project potential operating results as of any future date or for any future periods.
For the Year Ended December 31, 2019 | For the Year Ended December 31, 2018 | ||||||||||
| | | | ||||||||
| | For the | |||||||||
| | twelve-month | |||||||||
| | period ended | |||||||||
|
| December 31,2021 | |||||||||
Revenue | $ | 61,087,000 | $ | 68,523,000 | | $ | 56,430,000 | ||||
Net income | $ | 5,356,000 | $ | 1,028,000 | |||||||
Net Income | | $ | 2,497,000 | ||||||||
Earnings per share – basic | $ | 1.67 | $ | 0.28 | | $ | 0.79 | ||||
Earnings per share – diluted | $ | 1.64 | $ | 0.28 | | $ | 0.78 |
46
P&F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022 and 2021
NOTE 3—FAIR VALUE MEASUREMENTS
Accounting guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Under this guidance, the Company is required to classify certain assets and liabilities based on the following hierarchy:
Level 1: Quoted prices for identical assets or liabilities in active markets that can be assessed at the measurement date.
Level 2: Inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3: Inputs reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instrument’s valuation.
● | Level 1: Quoted prices for identical assets or liabilities in active markets that can be assessed at the measurement date. |
● | Level 2: Inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. |
● | Level 3: Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instrument’s valuation. |
The guidance requires the use of observable market data if such data is available without undue cost and effort.
As of December 31, 2019,2022, and 2018,2021, the carrying amounts reflected in the accompanying consolidated balance sheets for current assets and current liabilities approximated fair value due to the short-term nature of these accounts.
Assets and liabilities measured at fair value on a non-recurring basis include goodwill and intangible assets. Such assets are reviewed quarterly for impairment indicators. If a triggering event has occurred, the assets are re-measured when the estimated fair value of the corresponding asset group is less than the carrying value. The fair value measurements, in such instances, are based on significant unobservable inputs (Level 3).
NOTE 4—ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS
Accounts receivable - net consistsconsist of:
December 31, 2019 | December 31, 2018 | |||||||||||||
| | | | | | | ||||||||
|
| December 31, |
| December 31, | ||||||||||
| | 2022 | | 2021 | ||||||||||
Accounts receivable | $ | 9,547,000 | $ | 9,847,000 | | $ | 7,683,000 | | $ | 7,817,000 | ||||
Allowance for doubtful accounts, sales discounts and chargebacks | (234,000 | ) | (273,000 | ) | ||||||||||
$ | 9,313,000 | $ | 9,574,000 | |||||||||||
Allowance for doubtful accounts, sales discounts, and chargebacks | |
| (313,000) | |
| (267,000) | ||||||||
| | $ | 7,370,000 | | $ | 7,550,000 |
Net Accounts Recievable at January 1, 2021 was $7,468,000.
47
P&F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 20192022 and 20182021
NOTE 5—INVENTORIES
Inventories consist of:
December 31, 2019 | December 31, 2018 | |||||||||||||
| | | | | | | ||||||||
|
| December 31, |
| December 31, | ||||||||||
| | 2022 | | 2021 | ||||||||||
Raw materials | $ | 2,178,000 | $ | 1,963,000 | | $ | 2,000,000 | | $ | 2,166,000 | ||||
Work in process | 2,302,000 | 1,924,000 | |
| 2,242,000 | |
| 1,360,000 | ||||||
Finished goods | 18,402,000 | 16,609,000 | |
| 20,249,000 | |
| 20,495,000 | ||||||
$ | 22,882,000 | $ | 20,496,000 | |||||||||||
| | $ | 24,491,000 | | $ | 24,021,000 |
NOTE 6—GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
Goodwill and other intangible assets with indefinite lives are tested annually or whenever events or circumstances indicate the carrying value of these assets may not be recoverable. In accordance with authoritative guidance issued by the FASB, the Company performed an annual impairment test of goodwill and indefinite-lived intangible assets during the fourth quarter based on conditions as of November 30, 2019.2022. For both 20192022 and 2018,2021, with respect to the Company’s two reporting units, Florida Pneumatic and Hy-Tech, the Company determined their fair value using the income approach methodology of valuation, which considers the expected present value of future cash flows. The income approach uses projected future cash flows that are discounted using a weighted average cost of capital analysis that reflects current market conditions. As an integral part of the valuation process, the Company utilizes its latest cash flows forecasts for the next fourfive fiscal years, and then applies projected minimal growth for all remaining years, based upon available statistical data and management’s estimates.
At December 31, 2021, only Florida Pneumatic had goodwill. As the result of the Jackson Gear Company business acquisition (see Note 2), the Company recorded $394,000 of goodwill at Hy-Tech. The result of the Company’s impairment test for Florida Pneumatic and Hy-Techas of November 30, 2022, determined that itsboth Florida Pneumatic’s or Hy-Tech’s fair value exceeded the carrying value and, as such, no impairment to Goodwill and other intangiblegoodwill assets was recorded in 2019.recorded.
Goodwill
Changes in the carrying amount of goodwill are as follows:
Balance, January 1, 2019 | $ | 4,436,000 | ||
Currency translation adjustment | 6,000 | |||
Acquisition of Hy-Tech Illinois | 284,000 | |||
Balance, December 31, 2019 | $ | 4,726,000 |
| | | |
Balance January 1, 2021 | | $ | 4,449,000 |
Currency translation adjustment | | | (2,000) |
Balance, January 1, 2022 |
| $ | 4,447,000 |
Goodwill attributable to the acquisition of JGC business (See Note 2) |
| | 394,000 |
Currency translation adjustment |
| | (19,000) |
Balance, December 31, 2022 | | $ | 4,822,000 |
48
P&F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022 and 2021
NOTE 6—GOODWILL AND OTHER INTANGIBLE ASSETS - Continued
Other Intangible Assets
The result of the Company’s impairment test as of November 30, 2022, for Florida Pneumatic and Hy-Tech determined that their respective fair value exceeded the carrying value and, as such, no impairment to other intangible assets were as follows:was recorded.
December 31, 2019 | December 31, 2018 | |||||||||||||||||||||||
Cost | Accumulated amortization | Net book value | Cost | Accumulated amortization | Net book value | |||||||||||||||||||
Other intangible assets: | ||||||||||||||||||||||||
Customer relationships (1) | $ | 7,825,000 | $ | 2,724,000 | $ | 5,101,000 | $ | 6,821,000 | $ | 2,135,000 | $ | 4,686,000 | ||||||||||||
Trademarks and trade names (1) | 2,375,000 | — | 2,375,000 | 2,308,000 | — | 2,308,000 | ||||||||||||||||||
Trademarks and trade names | 200,000 | 45,000 | 155,000 | 200,000 | 32,000 | 168,000 | ||||||||||||||||||
Engineering drawings | 330,000 | 225,000 | 105,000 | 330,000 | 202,000 | 128,000 | ||||||||||||||||||
Non-compete agreements (1) | 331,000 | 235,000 | 96,000 | 233,000 | 223,000 | 10,000 | ||||||||||||||||||
Patents | 1,405,000 | 978,000 | 427,000 | 1,405,000 | 905,000 | 500,000 | ||||||||||||||||||
Totals | $ | 12,466,000 | $ | 4,207,000 | $ | 8,259,000 | $ | 11,297,000 | $ | 3,497,000 | $ | 7,800,000 |
| | | | | | | | | | | | | | | | | | |
| | December 31, 2022 | | December 31, 2021 | ||||||||||||||
|
| | |
| Accumulated |
| Net book |
| | |
| Accumulated |
| Net book | ||||
| | Cost | | amortization | | value | | Cost | | amortization | | value | ||||||
Other intangible assets: |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Customer relationships (1) | | $ | 6,921,000 | | $ | 4,099,000 | | $ | 2,822,000 | | $ | 6,495,000 | | $ | 3,545,000 | | $ | 2,950,000 |
Trademarks and trade names (1) | |
| 2,166,000 | |
| — | |
| 2,166,000 | |
| 2,187,000 | |
| — | |
| 2,187,000 |
Trademarks and trade names | |
| 200,000 | |
| 86,000 | |
| 114,000 | |
| 200,000 | |
| 73,000 | |
| 127,000 |
Engineering drawings | |
| 330,000 | |
| 268,000 | |
| 62,000 | |
| 330,000 | |
| 254,000 | |
| 76,000 |
Non-compete agreements (1) | |
| 322,000 | |
| 303,000 | |
| 19,000 | |
| 335,000 | |
| 290,000 | |
| 45,000 |
Patents | |
| 1,286,000 | |
| 1,143,000 | |
| 143,000 | |
| 1,286,000 | |
| 1,079,000 | |
| 207,000 |
Totals | | $ | 11,225,000 | | $ | 5,899,000 | | $ | 5,326,000 | | $ | 10,833,000 | | $ | 5,241,000 | | $ | 5,592,000 |
(1) | A portion of these intangibles are maintained in a foreign currency and are therefore subject to foreign exchange rate fluctuations. |
P&F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 and 2018
NOTE 6—GOODWILL AND OTHER INTANGIBLE ASSETS - Continued
Changes in the carrying amount of other intangibles are as follows:
Cost | Accumulated amortization | Net book value | ||||||||||
Balance, January 1, 2019 | $ | 11,297,000 | $ | 3,497,000 | $ | 7,800,000 | ||||||
Amortization | — | 703,000 | (703,000 | ) | ||||||||
Acquisition of Hy-Tech Illinois | 1,144,000 | — | 1,144,000 | |||||||||
Currency translation adjustment | 25,000 | 7,000 | 18,000 | |||||||||
Balance, December 31, 2019 | $ | 12,466,000 | $ | 4,207,000 | $ | 8,259,000 |
The weighted average amortization period for intangible assets was as follows:
December 31, 2019 | December 31, 2018 | |||||||||||
| | | | | ||||||||
|
| December 31, 2022 |
| December 31, 2021 | ||||||||
Customer relationships | 8.7 | 9.3 |
| 5.9 |
| 6.7 | ||||||
Trademarks and trade names | 11.5 | 12.5 |
| 8.5 |
| 9.5 | ||||||
Engineering drawings | 7.1 | 7.7 |
| 4.1 |
| 5.1 | ||||||
Non-compete agreements | 3.7 | 2.3 |
| 1.0 |
| 2.0 | ||||||
Patents | 7.1 | 7.9 |
| 4.1 |
| 4.5 |
Amortization expense of intangible assets subject to amortization was as follows:
Year ended December 31, | ||||||||
2019 | 2018 | |||||||
$ | 703,000 | $ | 702,000 |
| | | | | | |
| | Years ended December 31, | ||||
|
| 2022 |
| 2021 | ||
| | $ | 687,000 | | $ | 631,000 |
Amortization expense for each of the next five years and thereafter is estimated to be as follows:
2020 | $ | 767,000 | ||||
2021 | 759,000 | |||||
2022 | 758,000 | |||||
2023 | 754,000 | |||||
2024 | 706,000 | |||||
Thereafter | 2,140,000 | |||||
$ | 5,884,000 |
| | | |
2023 |
| $ | 687,000 |
2024 | |
| 639,000 |
2025 | |
| 610,000 |
2026 | |
| 411,000 |
2027 | |
| 199,000 |
Thereafter | |
| 614,000 |
| | $ | 3,160,000 |
49
P&F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 20192022 and 20182021
NOTE 7—DEBT
In October 2010, the Company entered into a Loan and Security Agreement (“Credit Agreement”) with an affiliate of Capital One, National Association (“Capital One” or the “Bank”). The Credit Agreement, as amended and restated in April 2017 and further amended from time-to-time, among other things, provides the ability to borrow funds under a $16,000,000 revolver line (“Revolver”), subject to certain borrowing base criteria. Additionally, there is a $2,000,000 line of credit for capital expenditures (“Capex Loan”), with $1,600,000 available for future borrowings. Revolver and Capex Loan borrowings are secured by the Company’s accounts receivable, inventory, equipment, and real property, among other things. P&F and certain of its subsidiaries are borrowers under the Credit Agreement, and their obligations are cross guaranteed by certain other subsidiaries. The Credit Agreement was amended effectiveexpires on February 8, 2019,2024.
See Note - 13 Subsequent events.
On April 12, 2022, we entered into Amendment No. 10 (“Amendment No. 10”) to the Credit Agreement, which among other things setthings:
● | Increased the Revolving Commitment by $2,000,000, to $18,000,000 through June 30, 2022; |
● | Removed a $10,000,000 cap on inventory availability through June 30, 2022; |
● | Prohibited any Capex Loans through June 30, 2022; and |
● | Implemented Secured Overnight Financing Rate (“SOFR”) as the new benchmark interest rate immediately, in lieu of London Interbank Offered Rate (“LIBOR”). |
Until the expirationeffective date to February 8, 2024. Additionally, see Note 2 to the Company’s Consolidated Financial Statements for further discussion relating toof Amendment No. 8.
At10, at the Company’s option, Revolver borrowings bearbore interest at either LIBOR (“London interbank Offered Rate”) or the Base Rate, as the term isterms are defined in the Credit Agreement, plus an Applicable Margin, as defined in the Credit Agreement. TheAdditionally, the Company iswas subject to limitations on the number of LIBOR borrowings.
As noted above, effective April 12, 2022, the Company began applying SOFR rates instead of LIBOR. The Company continues to have the option to borrow funds at either SOFR or Base Rate. The change from LIBOR to SOFR did not have a significant effect on the Company’s consolidated financial statements.
The Company provides Capital One with monthly borrowing base certificates, and in certain circumstances, it is required to deliver monthly financial statements and certificates of compliance with various financial covenants. Should an event of default occur the interest rate would increase by 2%two percent per annum during the period of default, in addition to other remedies provided to Capital One.
The Company believes that should a need arise whereby the current credit facility is insufficient it can borrow additional amounts against its real property or other assets.
At December 31, 2019, its2022, short-term or Revolver borrowing was $5,648,000$7,570,000, compared to $2,096,000$5,765,000, at December 31, 2018.2021. Applicable Margin Rates at December 31, 20192022, were 2.1% and 20181.1%, respectively for LIBORSOFR borrowings and Base Rates were 1.50%1.5% and 0.50%, respectively.respectively, for Base rate borrowings at December 31, 2021. Additionally, at December 31, 20192022 and 2018,2021, there was approximately $9,200,000$7,678,000 and $12,024,000,$9,578,000, respectively, available to the Company under its Revolver arrangement.
portion of the Credit Facility.
The average balancebalances of short-term borrowings duringfrom our Bank for the years ended December 31, 20192022, and 2018,2021 were $4,253,000$9,845,000 and $3,113,000,$2,686,000, respectively.
There was a $100,000 Term Loan that was secured by mortgages on the real property, accounts receivable, inventory and equipment. At December 31, 2018 borrowing
50
In April 2018, the Company borrowed $400,000 against the Capex line. This borrowing was to be repaid in equal principle installments of approximately $6,700, payable monthly, with the balance due at its Maturity Date as defined in the Credit Agreement. At December 31, 2018, the balance due on the Capex loan was $353,000 and was included in Current Liabilities on the Company’s 2018 Consolidated Financial Statement. In June 2019, the Company paid the bank the balance of this Capex loan.
P&F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 20192022 and 20182021
NOTE 8 - CARES ACT
Under the terms of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), as amended by the Paycheck Protection Program Flexibility Act of 2020 (the “Flexibility Act”), the Company was eligible to apply for and receive forgiveness for all or a portion of the Paycheck Protection Program loan, (“PPP loan”). On April 20, 2020, the Company received a PPP loan in the amount of $2,929,000, as provided pursuant to the CARES Act. The PPP loan was unsecured and guaranteed by the Small Business Administration. To facilitate the PPP loan, the Company entered into a Promissory Note dated April 17, 2020, with BNB Bank as the lender (the “Lender”).
In February 2021, in accordance with the Flexibility Act, the Company filed an application for forgiveness with the Lender, who approved this submission and subsequently submitted the Company’s application to the SBA. On June 9, 2021, the Company was advised that the SBA had approved the Company’s PPP loan forgiveness application and as such, the PPP loan and interest were forgiven in their entirety and recorded in 2021 as Other income in the accompanying consolidated statement of operations and comprehensive (loss) income.
Additionally, the CARES Act provides an employee retention credit (“ERC”) that is a refundable tax credit against certain employer taxes. On December 27, 2020, Congress enacted the Taxpayer Certainty and Disaster Tax Relief Act of 2020, (“Tax Relief Act”), which amended and extended ERC availability under Section 2301 of the CARES Act. The Tax Relief Act provided for changes in the ERC for 2020 and provided an additional credit for all quarters of 2021.
The Company evaluated its eligibility for the ERC and determined that it met all the criteria to claim a refundable tax credit against the employer portion of Social Security taxes equal to seventy percent (70%) of the qualified wages that the Company paid to employees for the three-month periods ended June 30 and September 30, 2021. The Company adopted ASU 2010-10 to which Topic 832 gives guidance to account for transactions with a government by analogizing to a grant accounting model, which the Company’s policy is the International Accounting Standard 20 model. As a result, during 2021 the Company recorded $2,028,000 as a receivable in Prepaid expenses and other current assets and a like amount in Other income for the ERC. In August 2022, the Company received $112,000, and in January 2023, it received $1,677,000.
51
P&F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022 and 2021
NOTE 8—9—STOCK OPTIONS – STOCK COMPENSATION
TheIn 2012, the Company’s Board of Directors and stockholders approved the P&F Industries, Inc. 2012 Stock Incentive Plan (the “2012 Plan”). In 2021, the Company’s Board of Directors and stockholders approved an amendment and restatement of the 2012 plan and renamed it the 2021 Stock Incentive Plan (the “2021 Plan”). The 20122021 Plan authorizes the issuance to employees, consultants and non-employee directors of nonqualified stock options, stock appreciation rights, restricted stock, performance shares, performance units, and other stock-based awards. In addition, employees are eligible to be granted incentive stock options under the 20122021 Plan. The 20122021 Plan is currently administered by the compensation committee of the Company’s Board of Directors (the “Committee”). The aggregate number of shares of the Company’s Class A Common Stock (“Common Stock”)Stock ”) that may be issued under the 20122021 Plan may not exceed 325,000500,000 shares; provided, however, that any shares of Common Stock that are subject to a stock option, stock appreciation right or other stock-based award that is based on the appreciation in value of a share of Common Stock in excess of an amount equal to at least the fair market value of the Common Stock on the date such other stock-based award is granted (each an “Appreciation Award”) will be counted against this limit as one share for every share granted. Any shares of restricted stock or shares of Common Stock that are subject to any other award other than an Appreciation Award will be counted against this limit as 1.5 shares for every share granted.
The maximum number of shares of Common Stock with respect to which any award of stock options, stock appreciation rights or other Appreciation Award that may be granted under the 20122021 Plan during any fiscal year to any eligible employee or consultant will be 100,000 shares per type of award. The maximum number of shares of Common Stock subject to any award of performance shares for any performance period, other stock-based awards that are not Appreciation Awards or shares of restricted stock for which the grant of such award or the lapse of the relevant restriction period is subject to the attainment of specified performance goals that may be granted under the 20122021 Plan during any fiscal year to any eligible employee or consultant will be 65,000 shares per type of award. The maximum number of shares of Common Stock for all such types of awards to any eligible employee or consultant will be 165,000 shares during any fiscal year. There are no annual limits on the number of shares of Common Stock with respect to an award of restricted stock that is not subject to the attainment of specified performance goals to eligible employees or consultants. The maximum value at grant of performance units which may be granted under the 20122021 Plan during any fiscal year will be $1,000,000.
The maximum numberaggregate value of shares of Common Stock subjectstock-based awards and cash-based compensation paid to any award which may be granted under the 2012 Plan duringnon-employee director for any fiscal year of the Company to anyin respect of his or her service as a non-employee director will be 35,000 shares.
cannot exceed $300,000, or $450,000 for non-employee directors serving in a lead role on the Board, in each case, based on the fair market value of stock awards and the aggregate value of cash compensation, in each case determined as of the date of grant.
With respect to stock options, the Committee determines the number of shares of Common Stock subject to each option, the term of each option, which may not exceed 10 years (or five years in the case of an incentive stock option granted to a 10% stockholder), the exercise price, the vesting schedule (if any), and the other material terms of each option. No stock option may have an exercise price less than the fair market value of the Common Stock at the time of grant (or, in the case of an incentive stock option granted to a 10% stockholder, 110% of fair market value). With respect to all other permissible grants under the 20122021 Plan, the Committee will determine their terms and conditions, subject to the terms and conditions of the 20122021 Plan.
The 20122021 Plan which terminates in May 2022, is the successor to the Company’s 2002 Stock Incentive Plan (“Previous Plan”) – see below. Stock option awards made under the Previous Plan will continue in effect and remain governed by the provisions of that plan.
P&F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 and 2018
NOTE 8—STOCK OPTIONS – STOCK COMPENSATION - Continued
The Company’s Previous Plan authorized the issuance to employees and directors of options to purchase a maximum of 1,100,000 shares of Common Stock. These options had to be issued within 10 years of the effective date of the Previous Plan and are exercisable for a 10-yearten-year period from the date of grant, at prices not less than 100% of the closing market value of the Common Stock on the date the option is granted. In the event options granted contained a vesting schedule over a period of years, the Company recognized compensation cost for these awards ratably over the service period.
52
On February 28, 2019, the Committee authorized the issuance of options to purchase 8,000 shares of the Company’s Common Stock. This grant was issued to non-executive employees. All options within this grant have an exercise price of $8.55. The options granted vest as to one third on each of the anniversary dates in 2020,P&F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022 and 2021 and 2022. All the options granted have a 10-year life. The volatility is determined using historical volatilities based on historical stock prices.
NOTE 9—STOCK OPTIONS – STOCK COMPENSATION - Continued
The Company estimatedgenerally estimates the fair value of its Common Stock options using the following assumptions:
factors:
● | ||||
Risk-free interest rate |
● | ||||
Expected term |
● | Volatility |
Dividend yield | ||||
The Company did not issue any options to purchase shares of its Common Stock during 2018.
2022 or 2021.
The following table contains information on the status of the Company’s stock options:
Number of Shares | Weighted Average Exercise Price per share | Aggregate Intrinsic Value | ||||||||||||||||||
Outstanding, January 1, 2018 | 418,233 | $ | 5.17 | |||||||||||||||||
| | | | | | | | | ||||||||||||
|
| |
| Weighted |
| | | |||||||||||||
| | Number | | Average | | Aggregate | ||||||||||||||
| | of | | Exercise Price | | Intrinsic | ||||||||||||||
| | Shares | | Per Share | | Value | ||||||||||||||
Outstanding, January 1, 2021 |
| 200,878 | | $ | 6.59 |
| | — | ||||||||||||
Granted | — | --- |
| — | |
| — |
| | — | ||||||||||
Exercised | (200,158 | ) | 4.02 |
| — | |
| — |
| | — | |||||||||
Forfeited | — | — |
| (6,180) | |
| 7.61 |
| | — | ||||||||||
Expired | — | — |
| (16,199) | |
| 4.37 |
| | — | ||||||||||
Outstanding, December 31, 2018 | 218,075 | 6.22 | ||||||||||||||||||
Outstanding, December 31, 2021 |
| 178,499 | |
| 6.76 |
| $ | 60,643 | ||||||||||||
Granted | 8,000 | 8.55 |
| — | |
| — |
| | — | ||||||||||
Exercised | — | — |
| (41,809) | |
| 4.74 |
| | — | ||||||||||
Forfeited | — | — |
| (7,000) | |
| 6.94 |
| | — | ||||||||||
Expired | — | — |
| (2,090) | |
| 4.29 |
| | — | ||||||||||
Outstanding, December 31, 2019 | 226,075 | $ | 6.30 | $ | 219,983 | |||||||||||||||
Vested, December 31, 2019 | 188,409 | $ | 6.08 | $ | 219,983 | |||||||||||||||
Outstanding, December 31, 2022 |
| 127,600 | | $ | 7.41 | | $ | — | ||||||||||||
| | | | | | | | | ||||||||||||
Vested, December 31, 2022 |
| 127,600 | | $ | 7.41 | | $ | — |
P&F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 and 2018
NOTE 8—STOCK OPTIONS – STOCK COMPENSATION - Continued
The following is a summary of changes in non-vested shares, all of which are expected to vest:
December 31, | ||||||||||||||||||||||||||
2019 | 2018 | |||||||||||||||||||||||||
Option Shares | Weighted Average Grant-Date Fair Value | Option Shares | Weighted Average Grant-Date Fair Value | |||||||||||||||||||||||
| | | | | | | | | | | ||||||||||||||||
| | December 31, | ||||||||||||||||||||||||
| | 2022 | | 2021 | ||||||||||||||||||||||
|
| |
| Weighted |
| |
| Weighted | ||||||||||||||||||
| | | | Average | | | | Average | ||||||||||||||||||
| | Option | | Grant-Date | | Option | | Grant-Date | ||||||||||||||||||
| | Shares | | Fair Value | | Shares | | Fair Value | ||||||||||||||||||
Non-vested shares, beginning of year | 59,333 | $ | 4.41 | 89,000 | $ | 4.41 |
| 2,668 |
| $ | 4.60 |
| 5,334 | | $ | 4.60 | ||||||||||
Granted | 8,000 | 4.60 | — | — |
| — |
|
| — |
| — | |
| — | ||||||||||||
Vested | (29,667 | ) | 4.41 | (29,667 | ) | 4.41 |
| (2,668) |
|
| 4.60 |
| (2,666) | |
| 4.60 | ||||||||||
Forfeited | — | — | — | — |
| — |
|
| — |
| — | |
| — | ||||||||||||
Non-vested shares, end of year | 37,666 | $ | 4.45 | 59,333 | $ | 4.41 |
| — |
| $ | 4.60 |
| 2,668 | | $ | 4.60 |
53
P&F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022 and 2021
NOTE 9—STOCK OPTIONS – STOCK COMPENSATION - Continued
Stock-based compensation expense recognized for the years ended December 31, 20192022, and 20182021 was approximately $106,000$1,000 and $196,000,$5,000, respectively. The Company recognizes stock-based compensation cost over the requisite service period. However, the exercisability of the respective non-vested options, which are at predetermined dates, does not necessarily correspond to the periods in which straight-line amortization of compensation expenses is recorded. As of December 31, 2019, the Company had approximately $55,000 of total unrecognized compensation costs related to non-vested awards granted under its stock based plans, which it expects to recognize over a weighted average period of 0.8 years.
The following table summarizes information about stock options outstanding and exercisable at December 31, 2019:2022:
Options Outstanding | Options Exercisable | |||||||||||||||||||||
Number outstanding | Weighted Average Remaining Contractual Life (Years) | Weighted Average Exercise Price | Number exercisable | Weighted Average Remaining Contractual Life (Years) | Weighted Average Exercise Price | |||||||||||||||||
17,244 | 1.0 | $ | 2.92 | 17,244 | 1.0 | $ | 2.92 | |||||||||||||||
18,812 | 1.4 | $ | 4.37 | 18,812 | 1.4 | $ | 4.37 | |||||||||||||||
2,090 | 2.4 | $ | 4.29 | 2,090 | 2.4 | $ | 4.29 | |||||||||||||||
41,809 | 2.5 | $ | 4.74 | 41,809 | 2.5 | $ | 4.74 | |||||||||||||||
49,120 | 3.3 | $ | 7.86 | 49,120 | 3.3 | $ | 7.86 | |||||||||||||||
89,000 | 7.7 | $ | 7.09 | 59,334 | 7.7 | $ | 7.09 | |||||||||||||||
8,000 | 9.2 | $ | 8.55 | — | — | — | ||||||||||||||||
226,075 | 4.7 | $ | 6.30 | 188,409 | 4.1 | $ | 6.08 |
| | | | | | | | | | | | |
| | Options Outstanding | | | | | Options Exercisable | |||||
|
| Weighted Average |
| Weighted |
| |
| Weighted Average |
| | | |
| | Remaining | | Average | | | | Remaining | | Weighted | ||
Number | | Contractual | | Exercise | | Number | | Contractual | | Average | ||
outstanding | | Life (Years) | | Price | | exercisable | | Life (Years) | | Exercise Price | ||
42,850 |
| 0.3 | | $ | 7.86 |
| 42,850 |
| 0.3 | | $ | 7.86 |
79,250 | | 4.7 | | $ | 7.09 | | 79,250 | | 4.7 | | $ | 7.09 |
5,500 |
| 6.2 | | $ | 8.55 |
| 5,500 |
| 6.2 | | $ | 8.55 |
127,600 |
| 3.3 | | $ | 7.41 |
| 127,600 |
| 3.3 | | $ | 7.41 |
Other Information
At December 31, 20192022, and 2018,2021, there were 62,062202,752 and 79,437203,037 shares respectively, available for issuance under the 2012 Plan. At December 31, 2019, there were 191,575 options outstanding issued under the 2012 Plan and 34,500 options outstanding issued under the Previous2021 Plan.
P&F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 and 2018
NOTE 8—STOCK OPTIONS – STOCK COMPENSATION - Continued
Restricted Stock
TheOn May 20, 2022, the Company in May 2019, granted 1,250 restricted shares of its Common Stock to each non-employee member of its Board of Directors, totaling 6,250 restricted shares. The Company determined that the fair value of these shares was $8.31$5.50 per share, which was the closing price of the Company’s Common Stock on the date of the grant. These shares cannot be traded earlier than the first anniversary of the grant date. The Company willis ratably amortizeamortizing the total non-cash compensation expense of approximately $52,000, which is included in its$34,000 to selling, general and administrative expenses through May 2020.2023.
TheOn February 16, 2021, the Company in May 2018, granted 1,25025,000 restricted shares of its Common Stock to each non-employee member of its Board of Directors, totaling 6,250 restricted shares.Chief Financial Officer. The Company determined that the fair value of these shares was $8.43$6.36 per share, which was the closing price of the Company’s Common Stock on the date of the grant. These shares could not be traded earlier thanThis grant will vest 20% on each the first five anniversary dates following the date of the grant date.grant. The Company will ratably amortizedamortize over the five-year vesting period the total non-cash compensation expense of approximately $53,000, which is included in its$159,000, or $32,000 per annum, to selling, general and administrative expenses through May 2019.expenses.
Treasury Stock
On September 12, 2018, subsequentThere were no changes to the expirationCompany’s Treasury Stock during fiscal 2022 and 2021.
54
P&F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022 and 2021
NOTE 10—DIVIDENDS
Following a previous repurchase program adopted in 2017 (the “2017 Repurchase Program”),February 2020 dividend declared by the Company’s Board of Directors authorized(the “Board”), the Company to repurchase up to 100,000 additional shares ofBoard suspended its Common Stock (the “2018 Repurchase Program”) from time to time over the next 12 months through a 10b5-1 trading plan, and potentially through open market purchases, privately-negotiated transactions, or otherwise in compliance with Rule 10b-18 under the Securities Exchange Act of 1934. On September 14, 2018, the Company announced that,dividend policy pursuant to the 2018 Repurchase Program,which it had adopted a written trading plan in accordance with the guidelines specified under Rule 10b5-1 under the Securities Exchange Act of 1934. Repurchases made under the plan, that commenced on September 17, 2018, are subject to the SEC’s regulations, as well as certain price, market, volume, and timing constraints specified in the plan. Since the inception of the 2018 Repurchase Program through December 31, 2018, the Company repurchased 33,398 shares of its Common Stock at an aggregate cost of approximately $272,000. The Company repurchased 66,602 shares of its Common Stock at an aggregate cost of approximately $547,000 during 2019 to complete the 2018 Repurchase Program.
In June 2018 and November 2018, the Company purchased 18,140 shares and 85,791 shares of its Common Stock in two separate privately negotiated transactions. These transactions were outside of the 2018 Repurchase Program and the 2017 Repurchase Program, pursuant to additional authorization of the Company’s Board of Directors at a total cost of $150,000 and $698,000, respectively. The June 2018 purchase price per share was equal to 5% below the average of the closing price of its Common Stock for the three days prior to the transaction, with the November 2018 purchase price based on the average closing price over the three days prior to the date of transaction.
On February 14, 2019, the Company entered into an agreement to repurchase 389,909 shares of its Common Stock from certain funds and accounts advised or sub-advised by Fidelity Management & Research Company or one of its affiliates in a privately negotiated transaction at approximately $7.62 per share for a total purchase price of $2,971,000. The agreed upon purchase price per share of $7.62 was computed as the value equal to 97% of the volume weighted average price of the Company’s common stock for the 20 trading days ended on February 7, 2019. On February 15, 2019, the Company completed this transaction. On February 14, 2019, the Company entered into Amendment No. 6 to the Second Amended and Restated Loan and Security Agreement with Capital One, which permitted the Company to complete the above transaction.
P&F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 and 2018
NOTE 9—DIVIDENDS
In 2016, our Board of Directors approved the initiation of a dividend policy under which the Company intends to declare quarterlybeen declaring cash dividends to its stockholders in the amount of $0.05$0.20 per quarter.share, per annum, payable in equal quarterly installments. In the months of February, May, August 2022 and November of 2019 and 2018, our2022, the Board of Directors approved the payment ofdeclared special cash dividends of $0.05 per common share to the shareholders of record. Accordingly, the Company paid a $0.05 per share dividend to the shareholders of record in each of the aforementioned months. The aggregate of such dividend payments was approximately $632,000 and $723,000 for the years ended December 31, 2019 and 2018, respectively.share.
Our Board of Directors expects to maintain this dividend policy; however, the future declaration of dividends under this policy is dependent upon several factors, which include such things as our overall financial condition, results of operations, capital requirements and other factors our board may deem relevant.
NOTE 10—11—INCOME TAXES
Income tax expense (benefit)benefit in the consolidated statements of incomeoperations and comprehensive (loss) income consists of:
Years Ended December 31, | ||||||||||||||
2019 | 2018 | |||||||||||||
| | | | | | | ||||||||
| | Years Ended December 31, | ||||||||||||
|
| 2022 |
| 2021 | ||||||||||
Current: | | | | | | | ||||||||
Federal | $ | 1,078,000 | $ | (39,000 | ) | | $ | (95,000) | | $ | 63,000 | |||
State and local | 312,000 | 24,000 | |
| (20,000) | |
| 55,000 | ||||||
Foreign | 3,000 | 19,000 | |
| 13,000 | |
| — | ||||||
Total current | 1,393,000 | 4,000 | |
| (102,000) | |
| 118,000 | ||||||
Deferred: | |
| | |
| | ||||||||
Federal | 513,000 | 268,000 | |
| (255,000) | |
| (69,000) | ||||||
State and local | (105,000 | ) | (15,000 | ) | |
| (8,000) | |
| (48,000) | ||||
Foreign | (4,000 | ) | (4,000 | ) | |
| (11,000) | |
| (3,000) | ||||
Total deferred | 404,000 | 249,000 | |
| (274,000) | |
| (120,000) | ||||||
Totals | $ | 1,797,000 | $ | 253,000 | | $ | (376,000) | | $ | (2,000) |
At December 31, 2019,2022, the Company had state net operating loss carryforwards of approximately $4,112,000,$2,800,000 of which we have a full valuation allowance against. The state net operating losses generally expire through 2039.
2042.
On December 22, 2017,March 27, 2020, the CARES Act was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permitted NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allowed NOLs incurred in tax years 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The NOL carryback provision of the CARES Act resulted in a $1,921,000 benefit to the Company. In addition to the NOL changes, the CARES Act enacted the employee retention credit and modifies the limitation of business interest for tax years beginning in 2019 and 2020. The modifications to Section 163(j) increase the allowable business interest deduction from 30% of adjusted taxable income to 50% of adjusted taxable income. This modification increased the allowable interest expense deduction of the Company and resulted in less taxable income for the year ended 2020, resulting in less utilization of net operating losses.
The Tax Cuts and Jobs Act of 2017 (the “Act”(“TCIA”) was signed into law making significant changesamended IRC Section 174 to the Internal Revenue Code. Changes included, but are not limited to, a corporate tax rate decrease from 35% to 21%, effective forrequire capitalization of all research and development (“R&D”) costs incurred in tax years beginning after December 31, 2017,2021. These costs are required to be amortized over five years if the transitionR&D activities are performed in the U.S., or over 15 years if the activities were performed outside the U.S. For tax reporting purposes, the Company capitalized $477,000 of U.S international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earningsR&D expenses incurred as of December 31, 2017. The Staff of2022.
On August 16, 2022, the SecuritiesInflation Reduction Act (“IRA”) was signed into law in the United States. Among other provisions, the IRA includes a 15% corporate minimum tax rate which applies to certain large corporations and Exchange Commission issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of US GAAP in situations when a registrant does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Act. During 2018, the Company finalized its computation of the impact of the Act which resulted in a 3.4% reduction in its effective tax rate.
In January 2018, the FASB released guidance on the accounting for1% excise tax on corporate stock repurchases made after December 31, 2022. We do not expect the global intangible low-taxed income (“GILTI”) provisionsIRA to have a material impact on our consolidated financial statements.
55
P&F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 20192022 and 20182021
NOTE 10—11—INCOME TAXES – Continued
DeferredNet deferred tax assets (liabilities) consist of:
December 31, | ||||||||||||||
2019 | 2018 | |||||||||||||
| | | | | | | ||||||||
| | December 31, | ||||||||||||
|
| 2022 |
| 2021 | ||||||||||
Deferred tax assets: |
| |
|
| |
| ||||||||
Bad debt reserves | $ | 17,000 | $ | 17,000 | | $ | 45,000 | | $ | 24,000 | ||||
Inventory reserves | 653,000 | 615,000 | |
| 861,000 | |
| 789,000 | ||||||
Research and development expenses | | | 94,000 | | | — | ||||||||
Warranty and other reserves | 77,000 | 78,000 | |
| 87,000 | |
| 45,000 | ||||||
Interest expense | | | 76,000 | | | — | ||||||||
Stock-based compensation | 212,000 | 184,000 | |
| 176,000 | |
| 200,000 | ||||||
Goodwill | 866,000 | 940,000 | |
| 693,000 | |
| 755,000 | ||||||
Acquisition costs | 223,000 | 170,000 | |
| 216,000 | |
| 201,000 | ||||||
Net operating losses - federal | — | 340,000 | |
| 36,000 | |
| — | ||||||
Net operating losses - state | 77,000 | 91,000 | |
| 218,000 | |
| 166,000 | ||||||
Tax credits | | | 31,000 | | | — | ||||||||
Other | 20,000 | 18,000 | |
| 29,000 | |
| 98,000 | ||||||
2,145,000 | 2,453,000 | |||||||||||||
Deferred tax (liabilities): | ||||||||||||||
Less valuation allowance | | | (381,000) | | | (287,000) | ||||||||
| |
| 2,181,000 | |
| 1,991,000 | ||||||||
Deferred tax liabilities: | |
| | |
| | ||||||||
Prepaid expenses | (79,000 | ) | (373,000 | ) | |
| (174,000) | |
| (238,000) | ||||
Depreciation | (1,154,000 | ) | (732,000 | ) | |
| (887,000) | |
| (914,000) | ||||
Intangibles | (696,000 | ) | (720,000 | ) | |
| (491,000) | |
| (490,000) | ||||
Net deferred tax assets | $ | 216,000 | $ | 628,000 | | $ | 629,000 | | $ | 349,000 |
The Company maintains a valuation allowance against certain state net operating losses and state depreciation adjustments. The Company believes it is more likely than not that the remaining tax benefits associated with the state net operating losses and depreciation adjustments will not be realized in the foreseeable future based upon its ability to generate sufficient state taxable income.
The components of (loss) income before income taxes consisted of the following:
Years ended December 31, | ||||||||||||||
2019 | 2018 | |||||||||||||
| | | | | | | ||||||||
| | Years ended December 31, | ||||||||||||
|
| 2022 |
| 2021 | ||||||||||
United States operations | $ | 6,715,000 | $ | 1,004,000 | | $ | (1,899,000) | | $ | 2,320,000 | ||||
International operations | (7,000 | ) | 105,000 | |
| 47,000 | |
| (32,000) | |||||
Income before tax | $ | 6,708,000 | $ | 1,109,000 | ||||||||||
(Loss) income before income taxes | | $ | (1,852,000) | | $ | 2,288,000 |
56
P&F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022 and 2021
NOTE 11—INCOME TAXES – Continued
A reconciliation of the Federal statutory rate to the totalnet effective (benefit) tax rate applicable to income is as follows:
Years ended December 31, | |||||||||||||
2019 | 2018 | ||||||||||||
Federal income tax computed at statutory rates | 21.0 | % | 21.0 | % | |||||||||
| | | | | | ||||||||
| | Years ended December 31, |
| ||||||||||
|
| 2022 |
| 2021 |
| ||||||||
Federal income (benefit) tax expense computed at statutory rates |
| (21.0) | % | 21.0 | % | ||||||||
(Decrease) increase in taxes resulting from: |
| |
| | | ||||||||
State and local taxes, net of Federal tax benefit | 2.4 | 0.6 |
| (1.2) |
| 3.7 | | ||||||
Permanent differences - net | 3.1 | 5.2 |
| 7.6 |
| 3.3 | | ||||||
Valuation allowance | | 3.1 | | (1.3) | | ||||||||
Foreign rate differential | — | (0.7 | ) |
| (0.4) |
| 0.1 | | |||||
Tax Cuts and Jobs Act of 2017 | — | (3.4 | ) | ||||||||||
CARES Act |
| (5.2) |
| (26.9) | | ||||||||
Research tax credit | | (1.7) | | — | | ||||||||
Other | 0.3 | 0.1 |
| (1.5) |
| — | | ||||||
Income tax expense | 26.8 | % | 22.8 | % | |||||||||
Benefit tax rate |
| (20.3) | % | (0.1) | % |
The Company files a consolidated Federal tax return. The Company and certain of its subsidiaries file tax returns in various U.S. state jurisdictions. Its foreign subsidiary, UAT, files in the United Kingdom. With few exceptions, the years that remain subject to examination are the years ended December 31, 20162019, through December 31, 2019.
2022.
Interest and penalties, if any, related to income tax liabilities are included in income tax expense. As of December 31, 2019,2022, the Company does not have a liability for uncertain tax positions.
P&F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019 and 2018
NOTE 11—12—COMMITMENTS AND CONTINGENCIES
NOTE 13—SUBSEQUENT EVENTS
NOTE 12—SUBSEQUENT EVENT
On March 11, 2020 the World Health Organization declared the novel strain of coronavirus (COVID-19) a global pandemic and recommended containment and mitigation measures worldwide. As a result,24, 2023, the Company expects operations at all of its locations to be affected in some capacity, as the COVID-19 virus continues to proliferate and the federal, state and local governmentsBank, entered into Amendment No. 11 ( “Amendment 11” ) to the Credit Agreement, which among other things:
● | revised the expiration date to February 8, 2027; and |
● | eliminated the $1,600,000 Capex Loan line of credit. |
On March 20, 2023. The Company’s Board of Directors approved a dividend policy under which we operate continuethe Company intends to adopt new rules. The Company has putdeclare a cash dividend to the Company’s stockholders in place enhanced proceduresthe amount of $0.20 per share per annum, payable in equal quarterly installments. In conjunction therewith, the Company’s Board of Directors declared a quarterly cash dividend of $0.05 per share to stockholders of record at all locations, such as restricting international and domestic travel, adopting a varietythe close of steps designed to ensure social distancing in our facilities, including working remotely where available and modifying our shifts, and increasing our cleaning and sanitizing procedures in our facilities, in an effort to protect its employees while still striving to meet its customers’ needs. The Company cannot reasonably estimate the length or severitybusiness on March 31, 2023. This dividend is payable on April 6, 2023.
57
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures |
None.
ITEM 9A. Controls and Procedures |
Evaluation of disclosure controls and procedures
The Company'sCompany’s management, with the participation of the Company'sCompany’s CEO and CFO, evaluated, as of December 31, 2019,2022, the effectiveness of the Company'sCompany’s disclosure controls and procedures, which were designed to be effective at the reasonable assurance level. The term "disclosure“disclosure controls and procedures,"” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC'sSEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company'sCompany’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of the Company'sCompany’s disclosure controls and procedures as of December 31, 2019,2022, the Company’s management, including its CEO and CFO, concluded that the Company'sCompany’s disclosure controls and procedures were effective at the reasonable assurance level at that date.
Management’s Annual Report on Internal Control over Financial Reporting
The Company’s Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act). This system is designed by, or under the supervision of, the Company’s principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Consolidated Financial Statements for external purposes in accordance with generally accepted accounting principles.
The Company’s internal control over financial reporting includes those policies and procedures that:
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the Company’s transactions and dispositions of its assets;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of Consolidated Financial Statements in accordance with generally accepted accounting principles, and that the Company’s receipts and expenditures are being made only in accordance with the authorizations of its management and directors; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.
● | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the Company’s transactions and dispositions of its assets; |
● | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of Consolidated Financial Statements in accordance with generally accepted accounting principles, and that the Company’s receipts and expenditures are being made only in accordance with the authorizations of its management and directors; and |
● | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the consolidated financial statements. |
The Company carried out an evaluation, under the supervision and with the participation of its Management, including its CEO and CFO, of the effectiveness of the design and operation of its internal control over financial reporting, as of December 31, 2019.2022. Management based this assessment on criteria for effective internal control over financial reporting described in “Internal Control—Integrated Framework 2013” issued by the Committee of Sponsoring Organizations of the Treadway Commission.Commission (2013). Based on that evaluation, the Company’s Management, including its CEO and CFO concluded that its internal control over financial reporting was effective at December 31, 2019.
2022.
Because of its inherent limitations, internal controls may not prevent or detect misstatements. A control system, no matter how well designed and operated, can only provide reasonable, not absolute, assurance that the control system’s objectives will be met. Also, projections of any evaluation of effectiveness as to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.
58
ITEM 9A. Controls and Procedures – Continued
This annual report on Form 10-K does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit the Company to provide only Management’s report in this annual report.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the most recently completed quarter ended December 31, 20192022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. Other Information |
NoneNone.
ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance |
The information required by Part III (Items 10, 11, 12, 13 and 14) of this Annual Report on Form 10-K is incorporated by reference to the Company’s definitive proxy statement in connection with its Annual Meeting of Stockholders scheduled to be held in May 2020,2023, to be filed with the Securities and Exchange Commission within 120 days following the end of the Company’s year ended December 31, 2019.2022.
ITEM 11. Executive Compensation |
See Item 10.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
See Item 10.
ITEM 13. Certain Relationships and Related Transactions, and Director Independence |
See Item 10.
ITEM 14. Principal Accounting Fees and Services |
See Item 10.
59
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
Page | |||
a) | List of Financial Statements, Financial Statement Schedules, and Exhibits | ||
(1) | List of Financial Statements | ||
The Consolidated Financial Statements of the Company and its subsidiaries are included in Item 8 of Part II of this report. | 22 | ||
(2) | All schedules for which provision is made in the applicable accounting regulations of the Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted. | ||
(3) | List of Exhibits | 55 |
| | | |
| | Page | |
a) | List of Financial Statements, Financial Statement Schedules, and Exhibits | | |
| (1) | List of Financial Statements | 27 |
| | The Consolidated Financial Statements of the Company and its subsidiaries are included in Item 8 of Part II of this report. | — |
| (2) | All schedules for which provision is made in the applicable accounting regulations of the Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted. | |
| (3) | List of Exhibits | 60 |
The following exhibits are either included in this report or incorporated herein by reference as indicated below: