UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-Q 

 

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

 

For the quarterly period ended June 30, 20212022

OR

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

 

For the transition period from Not Applicable to Not Applicable

Commission file number: 000-000147

 

CRAWFORD UNITED CORPORATION 

(Exact name of registrant as specified in its charter)

 

Ohio

34-0288470

(State or other jurisdiction of incorporation or organization)

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

10514 Dupont Avenue, Suite 200, Cleveland, Ohio

44108

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number (216) 243-2614

 

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 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 No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and “emerging growth company” in Rule 12b-2 of the 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 complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

As of July 21, 2021, 2,677,05825, 2022, 2,744,239 shares of Class A Common SharesStock and 731,848 shares of Class B Common SharesStock were outstanding.

 


 

 

PART I

 

ITEM 1. FINANCIAL STATEMENTS

 

CRAWFORD UNITED CORPORATION

CONSOLIDATED BALANCE SHEET

 

 

(Unaudited)

     

(Unaudited)

    
 

June 30,

2021

  

December 31,

2020

  

June 30,

2022

  

December 31,

2021

 

ASSETS

                

CURRENT ASSETS:

        

Cash and cash equivalents

 $3,437,566  $6,194,276  $3,151,409  $1,494,415 

Accounts receivable less allowance for doubtful accounts

 17,769,648  12,021,692  22,115,955  18,387,744 

Contract assets

 2,112,091  3,735,557  2,040,011  2,111,057 

Inventories-less allowance for obsolete inventory

 14,581,588  11,030,960  20,819,135  16,585,437 

Investments

 1,479,259  1,534,400  1,084,175  1,518,244 

Refundable tax asset

 604,815  1,316,595 

Prepaid expenses and other current assets

  1,153,091   657,496   1,782,820   1,112,068 

Total Current Assets

 40,533,243  35,174,381  51,598,320  42,525,560 
 

Property, plant and equipment, net

 15,361,850  11,290,783  14,966,382  15,609,202 
 

Operating right of use asset, net

 8,284,495  8,856,820  8,731,603  8,998,776 
 

OTHER ASSETS:

        

Goodwill

 14,183,954  11,505,852  16,157,277  14,404,618 

Intangibles, net of accumulated amortization

 9,294,360  7,558,309  10,146,440  9,336,564 

Other non-current assets

  97,617   106,638   113,511   88,591 

Total Non-Current Other Assets

  23,575,931   19,170,799   26,417,228   23,829,773 

Total Assets

 $87,755,519  $74,492,783  $101,713,533  $90,963,311 

 

See accompanying notes to consolidated financial statements

 


 

CRAWFORD UNITED CORPORATION

CONSOLIDATED BALANCE SHEET

 

 

(Unaudited)

     

(Unaudited)

    
 

June 30,

2021

  

December 31,

2020

  

June 30,

2022

  

December 31,

2021

 

LIABILITIES AND STOCKHOLDERS EQUITY CURRENT LIABILITIES:

    

LIABILITIES AND STOCKHOLDERS EQUITY

        

CURRENT LIABILITIES:

    

Notes payable – current

 2,925,607  2,782,479  $2,968,833  $2,946,885 

Bank debt – current

 1,333,333  1,333,333  777,778  1,444,444 

Leases payable – current

 1,149,104  1,136,300  1,687,313  1,241,681 

Accounts payable

 12,009,800  9,230,032  14,640,013  11,460,364 

Unearned revenue

 1,496,361  820,002  4,100,220  2,881,535 

Contingent liability - current

 750,000  0 

Contingent liability – short term

 750,000  750,000 

Accrued expenses

  2,133,889   2,242,924   3,694,103   3,136,690 

Total Current Liabilities

 21,798,094  17,545,070  28,618,260  23,861,599 
 

LONG-TERM LIABILITIES:

        

Notes payable – long-term

 5,754,221  5,455,717 

Bank debt – long-term

 16,305,142  12,174,428 

PPP loans

 0  1,453,837 

Leases payable – long-term

 7,367,122  7,901,357 

Notes payable

 2,222,888  4,275,377 

Bank debt

 21,661,715  16,175,436 

Leases payable

 7,280,843  7,985,628 

Contingent liability – long-term

 0  750,000 

Deferred income taxes

 2,429,828  2,429,828   3,275,370   3,275,370 

Contingent liability – long-term

  750,000   0 

Total Long-Term Liabilities

 32,606,313  29,415,167  34,440,816  32,461,811 

STOCKHOLDERS' EQUITY

        

Class A common shares - 10,000,000 shares authorized, 2,718,787 issued at June 30, 2021 and 2,595,087 issued at December 31, 2020

 5,365,581  3,896,705 

Class B common shares - 2,500,000 shares authorized, 914,283 shares issued at June 30, 2021 and 954,283 at December 31, 2020

 1,465,522  1,465,522 

Class A common shares - 10,000,000 shares authorized, 2,791,449 issued at June 30, 2022 and 2,720,787 issued at December 31, 2021

 7,311,949  5,393,823 

Class B common shares - 2,500,000 shares authorized, 914,283 shares issued at June 30, 2022 and December 31, 2021

 1,465,522  1,465,522 

Contributed capital

 1,741,901  1,741,901  1,741,901  1,741,901 

Treasury shares

 (1,979,085

)

 (1,938,052

)

 (2,121,822

)

 (1,981,113

)

Class A common shares – 41,729 shares held at June 30, 2021 and 39,467 shares held at December 31, 2020

 

Class B common shares – 182,435 shares held at June 30, 2021 and December 31, 2020

 

Class A common shares – 47,210 shares held at June 30, 2022 and 41,844 shares held at December 31, 2021

 

Class B common shares – 182,435 shares held at June 30, 2022 and December 31, 2021

 

Retained earnings

  26,757,193   22,366,470   30,256,907   28,019,768 

Total Stockholders' Equity

  33,351,112   27,532,546   38,654,457   34,639,901 
 

Total Liabilities and Stockholders' Equity

 $87,755,519  $74,492,783  $101,713,533  $90,963,311 

 

See accompanying notes to consolidated financial statements

 


 

 

CRAWFORD UNITED CORPORATION

CONSOLIDATED STATEMENT OF INCOME (Unaudited)

 

 

Three Months Ended

June 30,

  

Six Months Ended

June 30,

  

Three Months Ended

June 30,

  

Six Months Ended

June 30,

 
 

2021

  

2020

  

2021

  

2020

  

2022

  

2021

  

2022

  

2021

 
  

Total Sales

 $26,449,885  $18,576,588  $50,443,889  $43,858,162  $31,902,027  $26,449,885  $62,904,773  $50,443,889 

Cost of Sales

  20,669,595   15,077,549   38,660,678   34,150,980   25,133,536   20,669,595   49,769,877   38,660,678 

Gross Profit

 5,780,290  3,499,039  11,783,211  9,707,182  6,768,491  5,780,290  13,134,897  11,783,211 
  

Operating Expenses:

                

Selling, general and administrative expenses

  3,660,493   2,968,519   7,337,954   6,038,513   4,392,964   3,660,493   9,362,048   7,337,954 

Operating Income

 2,119,797  530,520  4,445,257  3,668,669  2,375,527  2,119,797  3,772,849  4,445,257 
  

Other (Income) and Expenses:

                

Interest charges

 238,696  235,289  457,314  532,710  154,065  238,696  415,081  457,314 

Other (income) expense, net

  286,644   (12,394   (1,275,473)  58,967   625,792   286,644   121,006   (1,275,473

)

Total Other (Income) and Expenses

  525,340   222,895   (818,159)  591,677   779,857   525,340   536,088   (818,159

)

Income before Provision for Income Taxes

 1,594,457  307,625  5,263,416  3,076,992  1,595,670  1,594,457  3,236,761  5,263,416 
  

Provision for Income Taxes

  347,152   78,788   872,694   772,585   424,406   347,152   999,622   872,694 

Net Income

 $1,247,305  $228,837  $4,390,722  $2,304,407  $1,171,264  $1,247,305  $2,237,139  $4,390,722 
  

Net Income Per Common Share - Basic

 $0.37  $0.07  $1.29  $0.70  $0.34  $0.37  $0.65  $1.29 
  

Net Income Per Common Share - Diluted

 $0.37  $0.07  $1.29  $0.69  $0.34  $0.37  $0.65  $1.29 
  

Weighted Average Shares of Common Stock Outstanding

                

Basic

 3,408,906  3,317,665  3,400,917  3,314,573  3,464,765  3,408,906  3,449,465  3,400,917 

Diluted

 3,409,800  3,319,264  3,401,805  3,316,217  3,464,765  3,409,800  3,449,465  3,401,805 

 

See accompanying notes to consolidated financial statements

 


 

 

CRAWFORD UNITED CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited)

 

Three Months Ended June 30, 20212022 and 20202021

 

 

COMMON SHARES -

NO PAR VALUE

                 

COMMON SHARES -

NO PAR VALUE

                
 

CLASS A

  

CLASS B

  

CONTRIBUTED

CAPITAL

  

TREASURY

SHARES

  

RETAINED

EARNINGS

  

TOTAL

  

CLASS A

  

CLASS B

  

CONTRIBUTED

CAPITAL

  

TREASURY

SHARES

  

RETAINED

EARNINGS

  

TOTAL

 
  

Balance at March 31, 2021

 $5,285,333  $1,465,522  $1,741,901  $(1,979,085

)

 $25,509,887  $32,023,559 

Balance at March 31, 2022

 $6,292,130  $1,465,522  $1,741,901  $(2,046,822

)

 $29,085,643  $36,538,374 

Share-based compensation expense

 14,333  0  0  0  0  14,333  19,807  -  -  -  -  19,807 

Stock awards

 65,915  0  0  0  0  65,915  0  -  -  -  -  0 

Acquisition

  1,000,012   0   0   0   0   1,000,012 

Repurchase of shares

  0   0   0   (75,000

)

  0   (75,000

)

Net Income

  0   0   0   0   1,247,305   1,247,305   -   -   -   -   1,171,264   1,171,264 

Balance at June 30, 2021

 $5,365,581  $1,465,522  $1,741,901  $(1,979,085

)

 $26,757,193  $33,351,112 

Balance at June 30, 2022

 $7,311,949  $1,465,522  $1,741,901  $(2,121,822

)

 $30,256,907  $38,654,457 

  

COMMON SHARES

ISSUED

  

TREASURY SHARES

  

COMMON SHARES

OUTSTANDING

 
  

CLASS A

  

CLASS B

  

CLASS A

  

CLASS B

  

CLASS A

  

CLASS B

 
                         

Balance at March 31, 2022

  2,752,987   914,283   44,210   182,435   2,708,777   731,848 

Acquisition

  38,462   0   0   0   38,462   0 

Repurchase of shares

  0   0   3,000   0   (3,000

)

  0 

Balance at June 30, 2022

  2,791,449   914,283   47,210   182,435   2,744,239   731,848 

  

COMMON SHARES -

NO PAR VALUE

                 
  

CLASS A

  

CLASS B

  

CONTRIBUTED

CAPITAL

  

TREASURY

SHARES

  

RETAINED

EARNINGS

  

TOTAL

 
                         

Balance at March 31, 2021

 $5,285,333  $1,465,522  $1,741,901  $(1,979,085

)

 $25,509,887  $32,023,559 

Share-based compensation expense

  14,333   -   -   -   -   14,333 

Stock awards

  65,915   -   -   -   -   65,915 

Net Income

  -   -   -   -   1,247,305   1,247,305 

Balance at June 30, 2021

 $5,365,581  $1,465,522  $1,741,901  $(1,979,085

)

 $26,757,193  $33,351,112 

 

 

  

COMMON SHARES

ISSUED

  

TREASURY SHARES

  

COMMON SHARES

OUTSTANDING

 
  

CLASS A

  

CLASS B

  

CLASS A

  

CLASS B

  

CLASS A

  

CLASS B

 
                         

Balance at March 31, 2021

  2,678,787   954,283   41,729   182,435   2,637,058   771,848 

Share conversion

  40,000   (40,000

)

  0   0   40,000   (40,000

)

Balance at June 30, 2021

  2,718,787   914,283   41,729   182,435   2,677,058   731,848 

 

  

COMMON SHARES -

NO PAR VALUE

                 
  

CLASS A

  

CLASS B

  

CONTRIBUTED

CAPITAL

  

TREASURY

SHARES

  

RETAINED

EARNINGS

  

TOTAL

 
                         

Balance at March 31, 2020

 $3,636,272  $1,465,522  $1,741,901  $(1,905,780

)

 $18,602,653  $23,540,568 

Share-based compensation expense

  19,292   0   0   0   0   19,292 

Stock awards

  211,050   0   0   0   0   211,050 

Repurchase of shares

  0   0   0   (29,032

)

  0   (29,032

)

Net Income

  0   0   0   0   228,837   228,837 

Balance at June 30, 2020

 $3,866,614  $1,465,522  $1,741,901  $(1,934,812

)

 $18,831,490  $23,970,715 

  

COMMON SHARES

ISSUED

  

TREASURY SHARES

  

COMMON SHARES

OUTSTANDING

 
  

CLASS A

  

CLASS B

  

CLASS A

  

CLASS B

  

CLASS A

  

CLASS B

 
                         

Balance at March 31, 2020

  2,576,837   954,283   37,208   182,435   2,539,629   771,848 

Stock awards

  15,000   0   0   0   15,000   0 

Repurchase of shares

  0   0   1,727   0   (1,727

)

  0 

Balance at June 30, 2020

  2,591,837   954,283   38,935   182,435   2,552,902   771,848 


5

 

CRAWFORD UNITED CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited)

 

Six Months Ended June 30, 20212022 and 20202021

 

 

COMMON SHARES -

NO PAR VALUE

                 

COMMON SHARES -

NO PAR VALUE

                
 

CLASS A

  

CLASS B

  

CONTRIBUTED

CAPITAL

  

TREASURY

SHARES

  

RETAINED

EARNINGS

  

TOTAL

  

CLASS A

  

CLASS B

  

CONTRIBUTED

CAPITAL

  

TREASURY

SHARES

  

RETAINED

EARNINGS

  

TOTAL

 
  

Balance at December 31, 2020

 $3,896,705  $1,465,522  $1,741,901  $(1,938,052

)

 $22,366,470  $27,532,546 

Balance at December 31, 2021

 $5,393,823  $1,465,522  $1,741,901  $(1,981,113

)

 $28,019,768  $34,639,901 

Share-based compensation expense

 30,000  0  0  0  0  30,000  36,114  -  -  -  -  36,114 

Stock awards

 379,876  0  0  0  0  379,876  882,000  -  -  -  -  882,000 

Issuance for acquisition

 1,059,000  0 0 0 0  1,059,000  1,000,012  0  0  0  0  1,000,012 

Repurchase of shares

 0  0  0  (41,033

)

 0  (41,033

)

 0  0  0  (140,709

)

 0  (140,709

)

Net Income

  0   0   0   0   4,390,722   4,390,722   -   -   -   -   2,237,139   2,237,139 

Balance at June 30, 2021

 $5,365,581  $1,465,522  $1,741,901  $(1,979,085

)

 $26,757,193  $33,351,112 

Balance at June 30, 2022

 $7,311,949  $1,465,522  $1,741,901  $(2,121,822

)

 $30,256,907  $38,654,457 

 

  

COMMON SHARES

ISSUED

  

TREASURY SHARES

  

COMMON SHARES

OUTSTANDING

 
  

CLASS A

  

CLASS B

  

CLASS A

  

CLASS B

  

CLASS A

  

CLASS B

 
                         

Balance at December 31, 2021

  2,720,787   914,283   41,844   182,435   2,678,943   731,848 

Stock awards

  32,200   0   0   0   32,200   0 

Acquisition

  38,462   0   0   0   38,462   0 

Repurchase of shares

  0   0   5,366   0   (5,366

)

  0 

Balance at June 30, 2022

  2,791,449   914,283   47,210   182,435   2,744,239   731,848 

  

COMMON SHARES -

NO PAR VALUE

                 
  

CLASS A

  

CLASS B

  

CONTRIBUTED

CAPITAL

  

TREASURY

SHARES

  

RETAINED

EARNINGS

  

TOTAL

 
                         

Balance at December 31, 2020

 $3,896,705  $1,465,522  $1,741,901  $(1,938,052

)

 $22,366,470  $27,532,546 

Share-based compensation expense

  30,000   -   -   -   -   30,000 

Stock awards

  379,876   -   -   -   -   379,876 

Issuance for acquisition

  1,059,000   0   0   0   0   1,059,000 

Repurchase of shares

  0   0   0   (41,033

)

  0   (41,033

)

Net Income

  -   -   -   -   4,390,722   4,390,722 

Balance at June 30, 2021

 $5,365,581  $1,465,522  $1,741,901  $(1,979,085

)

 $26,757,193  $33,351,112 

 

  

COMMON SHARES

ISSUED

  

TREASURY SHARES

  

COMMON SHARES

OUTSTANDING

 
  

CLASS A

  

CLASS B

  

CLASS A

  

CLASS B

  

CLASS A

  

CLASS B

 
                         

Balance at December 31, 2020

  2,595,087   954,283   39,467   182,435   2,555,620   771,848 

Stock awards

  23,700   0   0   0   23,700   0 

Acquisition

  60,000   0   0   0   60,000   0 

Stock conversion

  40,000   (40,000

)

  0   0   40,000   (40,000

)

Repurchase of shares

  0   0   2,262   0   (2,262

)

  0 

Balance at June 30, 2021

  2,718,787   914,283   41,729   182,435   2,677,058   731,848 

 

  

COMMON SHARES -

NO PAR VALUE

                 
  

CLASS A

  

CLASS B

  

CONTRIBUTED

CAPITAL

  

TREASURY

SHARES

  

RETAINED

EARNINGS

  

TOTAL

 
                         

Balance at December 31, 2019

 $3,599,806  $1,465,522  $1,741,901  $(1,905,780

)

 $16,527,083  $21,428,532 

Share-based compensation expense

  55,758   0   0   0   0   55,758 

Stock awards

  211,050   0   0   0   0   211,050 

Repurchase of shares

  0   0   0   (29,032

)

  0   (29,032

)

Net Income

  0   0   0   0   2,304,407   2,304,407 

Balance at June 30, 2020

 $3,866,614  $1,465,522  $1,741,901  $(1,934,812

)

 $18,831,490  $23,970,715 

See accompanying notes to consolidated financial statements

 

  

COMMON SHARES

ISSUED

  

TREASURY SHARES

  

COMMON SHARES

OUTSTANDING

 
  

CLASS A

  

CLASS B

  

CLASS A

  

CLASS B

  

CLASS A

  

CLASS B

 
                         

Balance at December 31, 2019

  2,576,837   954,283   37,208   182,435   2,539,629   771,848 

Stock awards

  15,000   0   0   0   15,000   0 

Repurchase of shares

  0   0   1,727   0   (1,727

)

  0 

Balance at June 30, 2020

  2,591,837   954,283   38,935   182,435   2,552,902   771,848 

6


 

 

CRAWFORD UNITED CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOW (Unaudited)

 

 

Six Months Ended June 30,

 
 

2021

  

2020

  

Six Months Ended June 30,

 
  

2022

  

2021

 

Cash Flows from Operating Activities

        

Net Income

 $4,390,722  $2,304,407  $2,237,139  $4,390,722 

Adjustments to reconcile net income to net cash provided by operating activities:

        

Depreciation and amortization

 1,518,494  1,237,997  1,855,257  1,518,494 

Unrealized gain on investments in equity securities

 (67,928

)

 0 

Unrealized loss (gain) on investments in equity securities

 434,069  (67,928

)

Forgiveness of PPP loan

 (1,453,837

)

 0  0  (1,453,837

)

Amortization of right of use assets

 647,471  572,326 

Loss on disposal of assets

 15,370  0 

Non-cash share-based compensation expense

 409,876  266,808  918,114  409,876 

Changes in assets and liabilities:

        

Decrease (Increase) in accounts receivable

 (3,186,784) 2,250,667  (3,100,400

)

 (3,186,784

)

Decrease (Increase) in inventory

 (1,781,567

)

 (460,092

)

Decrease (Increase) in inventories

 (2,219,722

)

 (1,781,567

)

Decrease (Increase) in contract assets

 1,623,466  (2,305,374

)

 71,046  1,623,466 

Decrease (Increase) in prepaid expenses & other assets

 (205,280

)

 57,510  (599,793

)

 (205,280

)

Increase (Decrease) in accounts payable

 1,462,832  2,427,507  2,603,596  1,462,832 

Increase (Decrease) in lease liability

 (639,452

)

 (572,788)

Increase (Decrease) in accrued expenses

 (533,593) 1,281,168  1,383,324  (533,131

)

Increase (Decrease) in unearned revenue

  676,359   (1,276,516

)

  843,202   676,359 

Total adjustments

  (1,537,962

)

  3,479,675   2,212,082   (1,537,962

)

Net Cash Provided by Operating Activities

 $2,852,760  $5,784,082  $4,449,221  $2,852,760 
 

Cash Flows from Investing Activities

        

Cash paid for acquisition

 (7,089,381

)

 (9,400,000

)

Cash paid for business acquisitions

 (4,331,739

)

 (7,089,381

)

Sale of equity securities

 123,069  0  0  123,069 

Capital expenditures

  (1,418,663

)

  (193,059

)

  (324,967

)

  (1,418,663

)

Net Cash (Used in) Investing Activities

 $(8,384,975

)

 $(9,593,059

)

 $(4,656,706

)

 $(8,384,975

)

 

Cash Flows from Financing Activities

        

Payments on notes

 (1,287,456

)

 (808,850

)

 (2,030,541

)

 (1,287,456

)

Borrowings on notes

 0  1,453,837 

Payments on bank debt

 (3,630,634

)

 (3,427,080

)

 (1,916,666

)

 (3,630,634

)

Borrowings on bank debt

 7,734,627  11,315,041  6,702,395  7,734,627 

Payments on contingent liability

 (750,000

)

 0 

Share repurchase

  (41,033

)

  (29,032

)

  (140,709

)

  (41,033

)

 

Net Cash Provided by Financing Activities

 $2,775,504  $8,503,916  $1,864,479  $2,775,504 

Net Increase (decrease) in cash and cash equivalents

 (2,756,710

)

 4,694,939  1,656,994  (2,756,710

)

Cash and cash equivalents at beginning of period

  6,194,276   2,232,499   1,494,415   6,194,276 

Cash and cash equivalents at end of period

 $3,437,566  $6,927,438  $3,151,409  $3,437,566 
 

Supplemental disclosures of cash flow information

        

Interest paid

 $362,353  $477,332 
 

Supplemental disclosures of noncash financing activity

    

Interest Paid

 $438,210  $362,353 

Supplemental disclosures of noncash financing and investing activity

    

Forgiveness of PPP loan

 $1,453,837  $0  $0  $1,453,837 
 

Supplemental disclosures of noncash investing activity

    

Issuance of Class A common shares in business acquisitions

 $1,059,000  $0 

Additions to ROU assets obtained from new operating lease liabilities

 $ 380,298  $0 

Issuance of Class A common shares in business acquisition

 $1,000,012  $1,059,000 

 

See accompanying notes to consolidated financial statements

 


 

CRAWFORD UNITED CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
June 30, 20212022

 

 

 

1. BASIS OF PRESENTATION

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. The consolidated financial statements include the accounts of Crawford United Corporation and its wholly-owned subsidiaries (the “Company”). Significant intercompany transactions and balances have been eliminated in the financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 20212022 are not necessarily indicative of the results that may be expected for the fiscal year endedending December 31, 2021.2022. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year endedending December 31, 2020.2021. 

 

During the six-month period ended June 30, 2021,2022, there have been no changes to our significant accounting policies.

 

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The Company’s Summary of Significant Accounting Policies is provided with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.2021.

 

New Accounting Standards Not Yet Adopted

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses. The standard requires a financial asset (including trade receivables) measured at amortized cost basis to be presented at the net amount expected to be collected. Thus, the income statement will reflect the measurement of credit losses for newly-recognized financial assets as well as the expected increases or decreases of expected credit losses that have taken place during the period. This standard will be effective for smaller reporting companies for fiscal years beginning after December 15, 2022. 2022.The Company is in the process of analyzing the impact to its financial statements.

Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that
may affect the reported amounts of certain assets and liabilities and disclosure of contingencies at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Fair Value of Financial Instruments


Accounting for "Financial Instruments" requires the Company to disclose estimated fair values of financial instruments. Financial instruments held by the Company include, among others, accounts receivable, accounts payable, and notes payable. The carrying amounts reported in the consolidated balance sheet for assets and liabilities qualifying as financial instruments is a reasonable estimate of fair value.

 

Fair Value Measurements

 

As defined in FASB ASC 820, "Fair Value Measurements", fair value is 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. In determining fair value, the Company utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable firm inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the examination of the inputs used in the valuation techniques, the Company is required to provide the following information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

 

8

* Level 1: Quoted market prices in active markets for identical assets or liabilities.

* Level 2: Inputs to the valuation methodology include: * Quoted prices for similar assets or liabilities in active markets;

* Quoted prices for identical assets or similar assets or liabilities in inactive markets;

* Inputs other than quoted prices that are observable for the asset or liability;

* Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

* Level 3: Unobservable inputs that are not corroborated by market data.

 

8

A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

 

Following is a description of the valuation methodologies used for instruments measured at fair value, including the general classification of such instruments pursuant to the valuation hierarchy.

 

Stock: The stock market value is based on valuation of market quotes from independent active market sources, and is considered a level 1 investment.

 

 

3. ACCOUNTS RECEIVABLE 

 

The Company establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. The reserve for doubtful accounts was $17,759$98,804 and $19,973$75,930 at June 30, 20212022 and December 31, 2020,2021, respectively.

 

 

4. INVENTORY

 

Inventory is valued at the lower of cost (first-in, first-out) or net realizable value and consists of:

 

 

June 30,

2021

  

December 31,

2020

 
  

June 30,

2022

  

December 31,

2021

 

Raw materials and component parts

 $3,994,065  $3,897,133  $3,762,339  $3,904,865 

Work-in-process

 4,445,012  3,449,252  4,434,122  3,949,647 

Finished products

  6,523,181   3,999,920   13,181,987   9,183,532 

Total inventory

 $14,962,258  $11,346,305  $21,378,448  $17,038,044 

Less: inventory reserves

  380,670   315,345   559,313   452,607 

Net inventory

 $14,581,588  $11,030,960  $20,819,135  $16,585,437 

 

9

 

5. GOODWILL AND OTHER INTANGIBLE ASSETS, NET

 

For the identified reporting units, a Step 1impairment testtesting was performed as of December 31, 20202021 using an income approach based on management’s determination of the prospective financial information, with consideration given to the existing uncertainty in the global economy and aerospace and defense industry, particularly the commercial sector. The results of this test indicated the fair value exceeded carrying value for all reporting units tested. As a result of the impairment testing performed as of December 31, 2020,2021, no indefinite-lived intangible assets or goodwill was determined to be impaired. Management updated their assessment during the secondfirst quarter of fiscal 20212022 and validated the assumptions used in the analyses performed as of December 31, 20202021 and determined that the resulting conclusions remained appropriate as of June 30, 2021.2022.

Goodwill increased by $1.8 million from $14.4 million at December 31, 2021 to $16.2 million at June 30, 2022. The increase in Goodwill was driven by the addition of $1.9 million of Goodwill related to the acquisitions of Knitting Machinery Company of America, Reverso Pumps and Separ America in the Industrial and Transportation Products segment in the quarter, partially offset by a decrease of $0.2 million related to a purchase accounting adjustment to Goodwill for Global-Tek and Global-Tek Colorado, also in the Industrial and Transportation Products segment. Goodwill by reportable segment is as follows:

  

June 30,

2022

  

December 31,

2021

 

Commercial Air Handling Equipment Segment:

        

Beginning Balance

 $478,256  $478,256 

Acquisitions

  0   0 

Adjustments

  0   0 

Ending Balance

 $478,256  $478,256 
         

Industrial and Transportation Products Segment:

        

Beginning Balance

 $13,926,362  $11,027,596 

Acquisitions

  1,922,513   2,898,766 

Adjustments

  (169,854)  0 

Ending Balance

 $15,679,021  $13,926,362 
         

Total Company:

        

Beginning Balance

 $14,404,618  $11,505,852 

Acquisitions

  1,922,513   2,898,766 

Adjustments

  (169,854)  0 

Ending Balance

 $16,157,277  $14,404,618 

 

Intangible assets relate to the purchase of businesses. Goodwill represents the excess of cost over the fair value of identifiable assets acquired. Goodwill is not amortized but is reviewed on an annual basis for impairment. Amortization of intangibles is being amortized on a straight-line basis over period ranging from one year to 15 years. Intangible assets are as follows:

 

 

June 30,

2021

  

December 31,

2020

  

June 30,

2022

  

December 31,

2021

 

Customer list intangibles

 $8,741,000  $7,700,000  $9,316,000  $8,741,000 

Non-compete agreements

 200,000  200,000  200,000  200,000 

Trademarks

  3,092,000   1,930,000   4,474,149   3,599,149 

Total intangible assets

 12,033,000  9,830,000  13,990,149  12,540,149 

Less: accumulated amortization

  2,738,640   2,271,691   3,843,709   3,203,585 

Intangible assets, net

 $9,294,360  $7,558,309  $10,146,440  $9,336,564 

 

Amortization of intangibles assets was: $261,025$320,895 and $179,340$261,025 for the three months ended June 30, 20212022 and 2020,2021, respectively and $466,949$640,124 and $358,682$466,949 for the six months ended June 30, 20212022 and 2020,2021, respectively.

 

910

 
 
 

6. PROPERTY, PLANT AND EQUIPMENT, NET

 

Property, plant and equipment are recorded at cost and depreciated over their useful lives. Maintenance and repair costs are expenses as incurred. Property, plant and equipment are as follows:

 

 

June 30,

2021

  

December 31,

2020

 
  

June 30,

2022

  

December 31,

2021

 

Land

 $228,872  $228,872  $231,034  $231,034 

Buildings and improvements

 2,740,383  2,061,887  2,955,118  2,961,431 

Machinery & equipment

  20,537,353   14,329,462   22,112,000   21,612,759 

Total property, plant & equipment

 23,506,608  16,620,221  25,298,152  24,805,224 

Less: accumulated depreciation

  8,144,758   5,329,438   10,331,770   9,196,022 

Property plant & equipment, net

 $15,361,850  $11,290,783  $14,966,382  $15,609,202 

 

Depreciation expense was $661,628$585,412 and $425,769$661,628 for the three months ended June, 30, 20212022 and 2020,2021, respectively and $1,170,565$1,181,246 and $860,453$1,170,565 for the six months ended June 30, 20212022 and 2020,2021, respectively.

 

 

 

7. INVESTMENTS IN EQUITY SECURITIES

 

Investments in equity securities are summarized in the table below:

 

  

June 30,

2021

  

December 31,

2020

 
         

Fair value of equity securities

 $1,479,259  $1,534,400 

Cost basis

  826,224   949,293 

Unrealized gain (loss) on equity securities

 $653,035  $585,107 

Unrealized gains were $67,928 in the firstsix months of 2021 compared to $0 in the same period of last year. Unrealized losses were $0 in the firstsix months of 2021 compared to $0 in the same period of last year. Realized gains were $152,748 in the firstsix months of 2021 compared to $0 in the same period of last year. Realized losses were $0 in the firstsix months of 2021 compared to $0 in the same period of last year.

  

BALANCE AT BEGINNING OF YEAR

  

ACQUISITIONS, DISPOSITIONS AND SETTLEMENTS

  

UNREALIZED GAINS (LOSSES) INCLUDED IN EARNINGS

  

REALIZED GAINS INCLUDED IN EARNINGS

  

BALANCE AT END OF PERIOD

 

December 31, 2021

 $1,534,400  $19,698  $(188,615

)

 $152,761  $1,518,244 
                     

Year-to-date June 30, 2022

  1,518,244   0   (434,069

)

  0   1,084,175 

 

Investments by fair value level in the hierarchy as of June 30, 20212022 and December 31, 20202021 are as follows:

 

  

Quoted Market

Prices in

Attractive

Markets

(Level 1)

  

Models with

Significant

Observable

Market

Parameters

(Level 2)

  

Unobservable Inputs

that are not

Corroborated by

Market Data

(Level 3)

  

Total Carrying

Value in the

Balance Sheet

 

Common stock as of June 30, 2021

 $1,479,259  $0  $0  $1,479,259 

Common stock as of December 31, 2020

 $1,534,400  $0  $0  $1,534,400 
  

Quoted Market Prices in Attractive Markets

(Level 1)

  

Models with Significant Observable Market Parameters

(Level 2)

  

Unobservable Inputs that are not Corroborated by Market Data

(Level 3)

  

Total Carrying Value in the Balance Sheet

 

Common stock as of June 30, 2022

 $1,084,175  $0  $0  $1,084,175 

Common stock as of December 31, 2021

 $1,518,244  $0  $0  $1,518,244 

 

1011

 
 
 

8. BANK DEBT 

 

The Company entered into a Credit Agreement on June 1, 2017with JPMorgan Chase Bank, N.A. as lender, which was subsequently amended in connection with funding the acquisition of CAD Enterprises, Inc. (“CAD”) on July 5, 2018 and further amended on September 30, 2019, December 30, 2019 and March 2, 2021 (as amended, the “Credit Agreement”). The March 2, 2021 amendment increased the maximum borrowing amount under the revolving credit facility from $20,000,000 to $30,000,000. As amended, the Credit Agreement is comprised of a revolving facility in the amount of $30,000,000$12,000,000, subject to a borrowing base (determined based on 80% of Eligible Accounts, plus 50% of Eligible Progress Billing Accounts, plus 50% of Eligible Inventory, minus Reserves, each as defined in the Credit Agreement) and a term A loan in the amount of $6,000,000. Outstanding borrowings on the term A loan are payable in consecutive monthly installments, which currently amount to $111,111 per month.month and a final payment of $222,223 on the maturity date. The Credit Agreement was amended on September 30, 2019 to expand the revolving loan amount from $12,000,000 to $20,000,000, subject to a borrowing base, and to extend the maturity of revolving facility from June 1, 2021 to June 1, 2024. The Credit Agreement was amended on December 30, 2019 to eliminate the borrowing base. The Credit Agreement was amended on March 2, 2021 to expand the revolving loan amount from $20,000,000 to $30,000,000.

 

The revolving facility under the Credit Agreement includes a $3 million sublimit for the issuance of letters of credit thereunder. Interest for borrowings under the revolving facility accrues at a per annum rate equal to Prime Rate or LIBOR plus applicable margins of (i) (0.25%) for Prime Rate loans and (ii) 1.75% for LIBOR loans. The maturity date of the revolving facility is June 1, 2024.Interest for borrowings under the term A loan accrues at a per annum rate equal to Prime Rate or LIBOR plus applicable margins of (i) 0.25% for Prime Rate loans and (ii) 2.25% for LIBOR loans. The maturity date of the term A loan is December 1, 2022. The Credit Agreement includes a commitment fee on the unused portion of the revolving facility of 0.25% per annum payable quarterly. The obligations of the Company and other borrowers under the Credit Agreement are secured by a blanket lien on all the assets of the Company and its subsidiaries. The Credit Agreement also includes customary representations and warranties and applicable reporting requirements and covenants. The financial covenants under the Credit Agreement include a minimum fixed charge coverage ratio, a maximum senior funded debt to EBITDA ratio and a maximum total funded debt to EBITDA ratio. LIBOR is a common benchmark interest rate (or reference rate) used to set and make adjustments to interest rates for certain floating rate securities and other financial instruments. Financial institutions are discontinuing the use of LIBOR and adopting alternative reference rates including the Federal Reserve Bank of New York’s Secured Overnight Financing Rate (SOFR).

 

Bank debt balances consist of the following:

 

 

June 30,

2021

  

December 31,

2020

 
  

June 30,

2022

  

December 31,

2021

 

Term debt

 $2,111,111  $2,777,778  $777,778  $1,444,444 

Revolving debt

  15,687,371   10,825,797   21,763,887   16,311,493 

Total Bank debt

 17,798,482  13,603,575  22,541,665  17,755,937 

Less: current portion

  1,333,333   1,333,333   777,778   1,444,444 

Non-current bank debt

 16,465,149  12,270,242  21,763,887  16,311,493 

Less: unamortized debt costs

  160,007   95,814   102,172   136,057 

Net non-current bank debt

 $16,305,142  $12,174,428  $21,661,715  $16,175,436 

 

The Company had $14.3$8.2 million and $9.2$13.7 million available to borrow on the revolving credit facility at June 30, 20212022 and December 31, 2020,2021, respectively.   

 

12

 

9.   NOTES PAYABLE

 

Notes Payable Related Party

The Company had two separate outstanding promissory notes with First Francis Company Inc. (“First Francis”), which were originally issued in July 2016in connection with the acquisition of Federal Hose Manufacturing (“Federal Hose”) and which were amended in July 2018in connection with acquisition of CAD. The first promissory note was issued with original principal in the amount of $2,000,000, and the second was issued with original principal in the amount of $2,768,662. The promissory notes each had an interest rate of 6.25% per annum, which was increased from 4.0% per annum as part of the July 2018amendments to the Credit Agreement.

 

In connection with the Komtek Forge acquisition, on January 15, 2021,the Company refinanced the outstanding First Francis promissory notes in the aggregate amount of $2,077,384, including accrued interest payable through the refinance date and combined this amount with an existing First Francis promissory note carried by Komtek Forge in the amount of $1,702,400 into one note for a combined $3,779,784 loan due to First Francis Company, payable in quarterly installments beginning April 15, 2021.The interest rate on the refinanced loan remained at 6.25% per annum. First Francis is owned by Edward Crawford and Matthew Crawford, both of whom serve on the Board of Directors of the Company.

 

11

Notes Payable Seller Note

Effective July 1, 2018, the Company completed the acquisition of all of the issued and outstanding shares of capital stock of CAD. Upon the closing of the transaction, the CAD shares were transferred and assigned to the Company in consideration of the payment by the Company of an aggregate purchase price of $21 million, $12 million of which was payable in cash at closing, with the remainder paid in the form of a subordinated promissory note issued by the Company in favor of a Seller (the “Seller Note”), which is subject to certain post-closing adjustments based on working capital, indebtedness and selling expenses, as specified in the Share Purchase Agreement entered into in connection with the acquisition (the “Share Purchase Agreement”). The Seller Note bears interest at a rate of four percent (4%) per annum and is payable in full no later than June 30, 2023 (the “Maturity Date”). The Maturity Date, with respect to any then-outstanding portion of the original principal amount which is subject to an indemnification claim by the Company (asserted in accordance with the terms of the Share Purchase Agreement) pending as of the date thereof, will be automatically extended until such time as any claim relating to such disputed amount is no longer pending, pursuant to the terms of the Seller Note and subject to additional conditions set forth therein and in the Share Purchase Agreement. The Company is not permitted to prepay any amounts due and owing under the Seller Note. Payment of the Seller Note is secured by a second-priority security interest in the assets of CAD. Interest accrued on the original principal amount is due and payable in arrears on the first day of each calendar quarter up to and including June 30, 2023. The Company is required to make quarterly principal payments, the amount of which is calculated based on a four (4) year amortization schedule, on the last day of each calendar quarter up to and including the Maturity Date. The holders of the Seller Note and the Company agreed to defer the quarterly principal payment due June 30, 2020 until June 30, 2023; quarterly interest was paid on the Seller Note.

 

Paycheck Protection Program Notes

The Company applied for and was approved for a loan in the amount of $3,679,383 (the “PPP Loan”) on April 10, 2020 pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). On May 5, 2020, the Company instructed JPMorgan to repay in full the Promissory Note pursuant to the Paycheck Protection Program under the CARES Act. On June 4, 2020, Federal Hose and CAD each entered into unsecured loans with First Federal Savings and Loan Association of Lakewood, pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), in the amounts of $253,071 and $1,200,766, respectively (the “PPP Loans”). The Company received notice of forgiveness from First Federal Savings and Loan Association of Lakewood of 100% of the CAD and Federal Hose PPP loans on January 22, 2021 and January 29, 2021 respectively.

12

Notes payable consists of the following: 

 

  

June 30,

2021

  

December 31,

2020

 
         

In connection with the Federal Hose acquisition, the Company entered into a promissory note on July 1, 2016 for a $2,000,000 loan due to First Francis Company, payable in quarterly installments beginning October 31, 2016. Refinanced on January 15, 2021.

 $0  $1,108,829 
         

In connection with the Federal Hose acquisition, the Company entered into a promissory note on July 1, 2016 for a $2,768,662 loan due to First Francis Company, payable in quarterly installments beginning October 31, 2016. Refinanced on January 15, 2021.

  0   941,867 
         

In connection with the Komtek Forge acquisition, the Company refinanced the outstanding First Francis promissory notes, accrued interest payable through the refinance date and the assumed First Francis promissory note into one note on January 15, 2021 for a $3,779,784 loan due to First Francis Company, payable in quarterly installments beginning April 15, 2021.

  3,617,328   0 
         

In connection with the CARES Act, Federal Hose entered into a promissory note on June 4, 2020 for a $253,071 loan due to First Federal Savings and Loan Association of Lakewood, with monthly principal and interest installments scheduled to begin January 4, 2021. This note was fully forgiven on January 29, 2021.

  0   253,071 
         

In connection with the CARES Act, CAD entered into a promissory note on June 4, 2020 for a $1,200,766 loan due to First Federal Savings and Loan Association of Lakewood, with monthly principal and interest installments scheduled to begin January 4, 2021. This note was fully forgiven on January 22, 2021.

  0   1,200,766 
         

In connection with the CAD acquisition, the Company entered into a promissory note on July 1, 2018 for a $9,000,000 loan due to the Loudermilks, payable in quarterly installments beginning September 30, 2018.

  5,062,500   6,187,500 
         

Total notes payable

  8,679,828   9,692,033 
         

Less current portion

  2,925,607   2,782,479 
         

Notes payable – non-current portion

 $5,754,221  $6,909,554 
  

June 30,

2022

  

December 31,

2021

 

In connection with the Komtek Forge acquisition, the Company refinanced the outstanding First Francis promissory notes, accrued interest payable through the refinance date and the assumed First Francis promissory note into one note on January 15, 2021 for a $3,779,784 loan due to First Francis Company, payable in quarterly installments beginning April 15, 2021.

 $2,941,721  $3,284,762 

In connection with the CAD acquisition, the Company entered into a promissory note on July 1, 2018 for a $9,000,000 loan due to the seller, payable in quarterly installments beginning September 30, 2018.

  2,250,000   3,937,500 

Total notes payable

  5,191,721   7,222,262 

Less current portion

  2,968,833   2,946,885 

Notes payable – non-current portion

 $2,222,888  $4,275,377 

 

13

 
 
 

10. LEASES

 

The Company has operating and finance leases for facilities, vehicles and equipment. These leases have remaining terms of 2 years to 15 years, some of which include options to extend the leases for up to 10 years.

 

Supplemental balance sheet information related to leases:

 

  

June 30,

2021

  

December 31,

2020

 

Operating leases:

        

Operating lease right-of-use assets, net

 $8,284,495  $8,856,820 
         

Other current liabilities

  1,149,104   1,136,300 

Operating lease liabilities

  7,367,122   7,901,357 

Total operating lease liabilities

 $8,516,226  $9,037,657 
         
         

Weighted Average Remaining Lease Term

        

Operating Leases (in years)

  9.7   9.0 
         

Weighted Average Discount Rate

        

Operating Leases

  5.0

%

  5.0

%

  

June 30,

2022

  

December 31,

2021

 

Operating leases:

        

Operating lease right-of-use assets, net

 $8,731,603  $8,998,776 
         

Other current liabilities

  1,687,313   1,241,681 

Operating lease liabilities

  7,280,843   7,985,628 

Total operating lease liabilities

 $8,968,156  $9,227,309 

Weighted Average Remaining Lease Term

        

Operating Leases (in years)

  9.0   9.0 

Weighted Average Discount Rate

        

Operating Leases

  5.0

%

  5.0

%

 

 

11. EARNINGS PER COMMON SHARE 

 

The following table sets forth the computation of basic and diluted earnings per share.

 

 

Three Months Ended

June 30,

  

Six Months Ended

June 30,

  

Three Months Ended

June 30,

  

Six Months Ended

June 30,

 
  
 

2021

  

2020

  

2021

  

2020

  

2022

 

2021

 

2022

 

2021

 
  

Earnings Per Share - Basic

                

Net Income

 $1,247,305  $228,837  $4,390,722  $2,304,407  $1,171,264  $1,247,305  $2,237,139  $4,390,722 

Weighted average shares of common stock outstanding - Basic

 3,408,906  3,317,665  3,400,917  3,314,573  3,464,765  3,408,906  3,449,465  3,400,917 

Earnings Per Share - Basic

 $0.37  $0.07  $1.29  $0.70  $0.34  $0.37  $0.65  $1.29 
  

Earnings Per Share - Diluted

                

Weighted average shares of common stock outstanding - Basic

 3,408,906  3,317,665  3,400,917  3,314,573  3,464,765  3,408,906  3,449,465  3,400,917 

Warrants, Options and Convertible Notes

  894   1,599   888   1,644   0  894   0  888 

Weighted average shares of common stock -Diluted

  3,409,800  3,319,264   3,401,805  3,316,217   3,464,765  3,409,800   3,449,465  3,401,805 

Earnings Per Share - Diluted

 $0.37  $0.07  $1.29  $0.69  $0.34  $0.37  $0.65  $1.29 

 

14

 
 
 

12. ACQUISITIONS

 

Effective January 15, 2021, the Company completed the acquisition of all of the issued and outstanding membership interests of KT Acquisition LLC (dba Komtek Forge, “Komtek”), a Massachusetts limited liability company and supplier of highly engineered forgings for the aerospace, industrial gas turbine, medical prosthetics. alternative energy, petrochemical, and defense industries, pursuant to a Membership Interest Purchase Agreement entered into as of January 15, 2021. The Company acquired Komtek in consideration of the payment by the Company of an aggregate purchase price of $3.6$3.7 million, subject to certain post-closing adjustments based on working capital, indebtedness and selling expenses, as specified in the Membership Interest Purchase Agreement, which was comprised of cash, the issuance of 60,000 Class A common shares of the Company and the assumption of approximately $1,702,000 ofcertain specified liabilities of the seller.

 

Cash Consideration Transferred

 $840,551 

Assumed Debt

 1,753,757 

Fair Value of Stock Consideration

  1,059,000 

Total Consideration

 $3,653,308 
 

Cash

 $75,701  $75,701 

Accounts Receivable

 1,502,713  1,502,713 

Inventory

 1,595,859  1,595,859 

Fixed Assets

 434,197  434,197 

Prepaid and Other Assets

 280,258  280,258 

Goodwill

  832,306   832,306 

Total Assets Acquired

 $4,721,034  $4,721,034 
  

Accounts Payable

 $843,817  $843,817 

Accrued Expense

 223,909   223,909 

Assumed debt

  1,753,757 

Total Liabilities Assumed

 $2,821,483  $1,067,726 
    

Equity Issuance

 $1,059,000 
 

Net Assets Acquired

 $840,551 

Total Fair Value

 $3,653,308 
  

Acquisition transaction costs incurred were:

 $145,900  $147,400 

Goodwill

Goodwill has an assigned value of $0.8 million and represents the expected synergies generated by combining the operations of Komtek and the Company. The Company purchases forgings to manufacture products for customers in the Industrial and Transportation Products segment and the Komtek acquisition strengthens the Company’s supply chain.

 

15

 
 

Effective March 1, 2021, MTA Acquisition Company, LLC, a Delaware limited liability company (“MTA”Global-Tek Colorado”) and indirect wholly-owned subsidiary of Crawford United Corporation, completed the acquisition of all of the membership interests of Global-Tek-Manufacturing LLC, a Puerto Rico limited liability company and specialist in machining parts from wrought, rounds, castings or extrusions and providing in house anodizing and other finishing and assembly operations and substantially all of the assets of Machining Technology L.L.C., a Colorado limited liability company with CNC machining capability, pursuant to a Membership Interest and Asset Purchase Agreement entered into March 2, 2021 and effective as of March 1, 2021. The stock and assets were transferred and assigned to MTA in exchange for approximately $4.9 million in cash and the repayment of remaining outstanding indebtedness and transaction costs totaling approximately $1.6$1.4 million, subject to customary post-closing adjustments. The Purchase Agreement also includes a post-closing “earnout” that provides for up to an aggregate of $1.5 million in additional consideration to the certain sellers (up to $750,000 per year) if specified performance targets are met in the two years following closing. If earned, the additional consideration is payable in cash or, at the election of each such seller, in Company common shares up to a maximum aggregate amount of 61,475 shares.

 

Cash Consideration Transferred

 $4,926,035 

Seller Transaction Costs and Repayment of Indebtedness

  1,398,394 

Total Consideration

 $6,324,429 
     

Accounts Receivable

 $1,058,460 

Inventory

  173,202 

Fixed Assets

  3,233,073 

Prepaid and Other Assets

  189,214 

Intangibles Asset: Trademark

  1,162,000 

Intangible Asset: Customer List

  1,041,000 

Goodwill

  1,896,607 

Total Assets Acquired

 $8,753,556 
     

Accounts Payable

 $473,119 

Accrued Payroll and Other Expense

  456,008 

Contingent Liability

  1,500,000 

Total Liabilities Assumed

 $2,429,127 
     

Total Fair Value

 $6,324,429 
     
     

Acquisition transaction costs incurred were:

 $190,007 

 

Accounts Receivable

 $1,058,459 

Inventory

  173,202 

Fixed Assets

  3,426,091 

Prepaid and Other Assets

  1,036 

Intangibles Assets

  2,203,000 

Goodwill

  1,813,598 

Total Assets Acquired

 $8,675,386 
     

Accounts Payable

 $473,119 

Accrued Payroll and Other Expense

  202,780 

Contingent Liability

  1,500,000 

Total Liabilities Assumed

 $2,175,899 
     

Net Assets Acquired

 $6,499,487 
     

Acquisition transaction costs incurred were:

 $189,736 

Goodwill and Intangible Assets

Goodwill has an assigned value of $1.9 million and represents the expected synergies generated by combining the operations of Global-Tek Colorado, Global-Tek-Manufacturing LLC and the Company. The Company utilizes machined parts for customers in the Industrial and Transportation Products segment and the acquisition of Global-Tek Colorado and Global-Tek-Manufacturing allows the Company to strengthen its supply chain. Intangible asset, trademark has an assigned value of $1.2 million which represents the expected value of the Global-Tek trade name in the market. Intangible asset, customer list has an assigned value of $1.0 million which represents the expected value of the list of the customers of Global-Tek to the Company.

 

Contingent Consideration

Global-Tek has a contingent consideration of $1.5 million as of the acquisition date which represents $750 thousand of additional consideration per year for a period of two years following the acquisition date if specified performance targets are met. The additional consideration will be earned if Global-Tek achieves specified profitability targets and is payable either in cash or in common shares of the Company up to an aggregate maximum amount of 61,475 shares. The range of estimates for the outcome of the contingent consideration is between $0 and approximately $1.5 million. The maximum amount of the payment is the greater of the value of 61,475 common shares of the Company and $1.5 million. The first year performance target has been achieved by Global-Tek and was paid out in the second quarter of 2022 in the amount of $750 thousand.

16

Effective July 1, 2021, Crawford EH Acquisition Company, LLC, a Delaware limited liability company and indirect wholly-owned subsidiary of Crawford United Corporation, completed the acquisition of all of the operating assets of Emergency Hydraulics LLC, (“Emergency Hydraulics”) a Florida limited liability company and provider of hydraulic hoses, air tank assemblies and related products to manufacturers of firefighting trucks and other emergency vehicles, pursuant to an Asset Purchase Agreement entered into July 1, 2021. The acquired business is strategically important to the Company’s growing industrial hose platform and will expand its offerings and diversify its customer base in this important market segment. The assets were transferred and assigned to Emergency Hydraulics in exchange for approximately $0.3 million of repayment of remaining outstanding indebtedness and transaction costs.

Assumption of Indebtedness

 $287,359 
     

Accounts Receivable

  79,843 

Inventory

  67,254 

Intangible Assets: Customer List

  478,649 

Total Assets Acquired

 $625,746 
     

Accounts Payable

 $338,387 

Total Liabilities Assumed

 $338,387 

Total Fair Value

 $287,359 

Acquisition transaction costs incurred were:

 $36,204 

Intangible Assets

Intangible asset, customer list has an assigned value of $0.5 million which represents the expected value of the list of the customers of Emergency Hydraulics to the Company.

17

Effective January 10, 2022, Crawford REV Acquisition Company LLC (name later changed to Reverso Pumps LLC or “Reverso Pumps”), a Delaware limited liability company and indirect wholly-owned subsidiary of Crawford United Corporation (the “Company”), completed the acquisition (the “Reverso Transaction”) of substantially all the assets of Reverso Pumps, Inc., a Florida corporation and developer, designer, manufacturer, seller and distributor of oil change systems, fuel and oil transfer pumps, fuel primers, fuel polishing systems and engine flushing systems (“Reverso”), pursuant to an Asset Purchase Agreement (the “Reverso Asset Purchase Agreement”) entered into and effective January 10, 2022 by and among Reverso Pumps, the Seller, the seller parties named therein and the Seller Parties’ representatives named therein. Upon the closing of the Transaction, the assets were transferred and assigned to Reverso Pumps in exchange for approximately $2.6 million in cash, subject to customary post-closing adjustments.

Additionally, effective on January 10, 2022, Crawford SEP Acquisition Company LLC (name later changed to Separ America LLC or “Separ America”), a Delaware limited liability company and indirect wholly-owned subsidiary of the Company, completed the acquisition (the “Separ Transaction,” and with the Reverso Transaction, the “Transactions”) of substantially all the assets of Separ of the Americas, LLC, a Florida limited liability company and developer, designer, manufacturer, seller and distributor of oil change systems, fuel and oil transfer pumps, fuel primers, fuel polishing systems and engine flushing systems (“Separ”) pursuant to an Asset Purchase Agreement (the “Separ Asset Purchase Agreement,” and together with the Reverso Asset Purchase Agreement, the “Purchase Agreements”) by and among Separ America, the Seller, the seller parties named therein and the Seller Parties’ representative named therein. Upon the closing of the Transaction, the assets were transferred and assigned to Separ America in exchange for approximately $1.6 million in cash, subject to customary post-closing adjustments.

Cash Consideration Transferred

 $3,973,375 

Seller Transaction Costs

  230,359 

Total Consideration

 $4,203,734 
     

Accounts Receivable

  471,879 

Inventory

  1,349,115 

Fixed Assets

  255,000 

Prepaid and Other Assets

  47,632 

Intangible Asset: Customer List & Trademark

  1,300,000 

Goodwill

  1,378,191 

Total Assets Acquired

 $4,801,817 
     

Accounts Payable

 $542,359 

Accrued Expense

  55,724 

Total Liabilities Assumed

 $598,083 

Total Fair Value

 $4,203,734 
     

Acquisition transaction costs incurred were:

 $124,825 

Goodwill

Goodwill has an assigned value of $1.4 million and represents the expected synergies generated by combining the operations of Reverso, Separ, and the Company. The Company sells marine hoses and related products and the acquisition of Reverso Pumps and Separ America will allow the Company to expand its offerings to customers in the strategically important marine and defense markets. Intangible assets, customer list and trademarks has an assigned value of $1.3 million which represents the expected value of the list of the customers and trademarks of Reverso Pumps and Separ America.

18

Effective May 1, 2022, Knitting Machinery Company of America, LLC, a Delaware limited liability company (“Knitting Machinery”) and indirect wholly-owned subsidiary of Crawford United Corporation, completed the acquisition of all of the operating assets of KMC Corp. dba Knitting Machinery Corp., a Delaware corporation and specialist in the manufacture of hose reinforcement machinery for the plastic, rubber and silicone industries pursuant to an Asset Purchase Agreement entered into as of May 1, 2022. The acquired business is strategically important to the Company’s growing industrial hose platform and will expand its offerings and diversify its customer base in this important market segment. The assets were transferred and assigned to Knitting Machinery in exchange for approximately $250,000 in cash and 38,462 Class A Common Shares valued at $1.0 million.

Cash Consideration Transferred

 $250,000 

Fair Value of Stock Consideration

  1,000,012 

Total Consideration

 $1,250,012 
     

Cash

 $100,000 

Accounts Receivable

  155,932 

Inventory

  664,861 

Fixed Assets

  164,123 

Intangible Assets

  150,000 

Goodwill

  424,261 

Total Assets Acquired

 $1,659,177 
     

Accounts Payable

 $33,694 

Deferred Revenue

  375,471 

Total Liabilities Assumed

 $409,165 

Total Fair Value

  1,250,012 
     

Acquisition transaction costs incurred were:

 $8,951 

Goodwill and Intangible Assets

Goodwill has an assigned value of $0.4 million and represents the expected synergies generated by combining the operations of

KMC and the Company. The Company utilizes industrial hoses for customers in the Industrial and Transportation Products segment and the acquisition of KMC allows the Company to strengthen its supply chain. Intangible asset, trademark has an assigned value of $0.075 million which represents the expected value of the KMC trade name in the market. Intangible asset, customer list has an assigned value of $0.075 million which represents the expected value of the list of the customers of KMC to the Company.

Sales and net income information for the acquired companies, including Komtek Forge LLC (“Komtek”), Global-Tek Manufacturing LLC and Global-Tek Colorado LLC (“Global-Tek”), Emergency Hydraulics LLC (“EH”), Reverso Pumps LLC (“Reverso Pumps”), Separ America LLC (“Separ America”) and Knitting Machinery Company of America LLC (“Knitting Machinery”) since the respective acquisition dates for the six months ended June 30, 2022 and 2021 are provided below.

  

Six Months ended

  

Six Months ended

 
  

June 30, 2022

  

June 30, 2021

 
  

Sales

  

Net Income

  

Sales

  

Net Income

 
Acquired Companies:                

Komtek (acquired January 15, 2021)

 $4,148,696   200,675  $3,634,832  $273,371 

Global-Tek (acquired March 1, 2021)

  3,154,086   (488,575

)

  4,310,258   705,122 

EH (acquired July 1, 2021)

  656,068   69,543   0   0 

Reverso Pumps (acquired January 10, 2022)

  2,548,563   351,769   0   0 

Separ America (acquired January 10, 2022)

  869,739   234,595   0   0 

Knitting Machinery (acquired May 1, 2022)

  579,388   61,415   0   0 

Subtotal Acquired Companies

 $11,956,540   429,422   7,945,090   978,493 
                 

All Other Companies

  50,948,233   1,807,717   42,498,799   3,412,229 

Total

 $62,904,773  $2,237,139  $50,443,889  $4,390,722 

19

 

13. SEGMENT AND RELATED INFORMATION  

 

As of January 1, 2021, theThe Company elected to reportreports operations for two2 business segments: (1) Commercial Air Handling Equipment, and (2) Industrial and Transportation Products. The decision to change fromidentification of our operating segments is based on guidance in ASC three280 to -two10 reportable business segments was the result of a board-level discussion and was deemed appropriate given the size of the Company.-50-1. The Company's management evaluates segment performance based primarily on operating income. Certain corporate costs are allocated to the segments and interest expense directly related to financing the acquisition of a business is allocated to that segment, respectively.  Intangible assets are allocated to each segment and the related amortization of these assets are recorded in selling, general and administrative expenses.

 

Both our Commercial Air Handling Equipment segment and our Industrial Transportation Products segment engage in business activities from which they may recognize revenues and incur expense, including revenue and expenses relating to transactions with other components of the Company. The operating results for both the Commercial Air Handling Equipment segment and the Industrial Transportation Products segment are reviewed regularly by our chief operating decision maker and is considered in making decisions about resources to be allocated to the segment in assessing its performance. Financial information for both segments is available in internal financial statements that are prepared on a monthly basis.

Commercial Air Handling:Handling Equipment:

The Commercial Air Handling Equipment segment was added June 1, 2017, when the Company purchased certain assets and assumed certain liabilities of Air Enterprises Acquisition LLC in Akron, Ohio. The acquired business, which operates under the name Air Enterprises, is an industry leader in designing, manufacturing and installing large-scale commercial, institutional, and industrial custom air handling solutions. Its customers are typically in the health care, education, pharmaceutical and industrial manufacturing markets in the United States. This segment also sells to select international markets. The custom air handling units are constructed of non-corrosive aluminum, resulting in sustainable, long-lasting, and energy efficient solutions with life expectancies of 50 years or more. These products are distributed through a network of sales representatives, based on relationships with health care networks, building contractors and engineering firms. The custom air handling equipment is designed, manufactured and installed under the brand names FactoryBilt® and SiteBilt®. FactoryBilt® air handling solutions are designed, fabricated and assembled in a vertically integrated process entirely within the Akron, Ohio facility. SiteBilt® air handling solutions are designed and fabricated in Akron, but are then crated and shipped to the field and assembled on-site.

 

16

Industrial and Transportation Products: 

The Industrial and Transportation Products segment was added July 1, 2016, when the Company purchased the assets of the Federal Hose Manufacturing, LLC of Painesville, Ohio. This business segment includes the manufacture of flexible interlocking metal hoses and the distribution of silicone and hydraulic hoses. Metal hoses are sold primarily to major heavy-duty truck manufacturers and major aftermarket suppliers in North America. Metal hoses are also sold into the agricultural, industrial and petrochemical markets. Silicone hoses are distributed to a number of industries in North America, including agriculture and general industrial markets. The Company purchased all of the issued and outstanding shares of capital stock of CAD Enterprises, Inc.(“CAD”) in Phoenix, Arizona on July 1, 2018. CAD provides complete end-to-end engineering, machining, grinding, welding, brazing, heat treat and assembly solutions. Utilizing state-of-the-art machining and welding technologies, this segment is an industry leader in providing complex components produced from nickel-based superalloys and stainless steels. CAD’s quality certifications include ISO 9001:2015/AS9100D, as well as Nadcap accreditation for Fluorescent Penetrant Inspection (FPI), Heat Treating/Braze, Non-Conventional Machining EDM, and TIG/E-Beam welding. The Company added the distribution of marine hose to this segment through the acquisition of the assets of MPI Products, Inc. (“MPI”) on January 2, 2020. MPI specializedspecializes in rubber and plastic marine hose for the recreational boating industry. MPI offers certified products that meet marine industry standards and regulations. Effective April 19, 2019, the Company, completed the acquisition of substantially all of the assets of Data Genomix, Inc., an Ohio corporation (“DG”). DG is in the business of developing and commercializing marketing and data analytic technology applications. The Company purchased all of the issued and outstanding membership interests of KT Acquisition LLC (name later changed to Komtek Forge LLC), in Worcester, Massachusetts on January 15, 2021. Komtek Forge LLC is a supplier of highly engineered forgings for the aerospace, industrial gas turbine, medical prosthetics, alternative energy, petrochemical and defense industries. The Company purchased all of the membership interests of Global-Tek-Manufacturing LLC (“Global-Tek”), in Ceiba, Puerto Rico and substantially all of the assets of Machining Technology L.L.C. (Machining Technologies),LLC (name later changed to Global-Tek Colorado LLC or “Global-Tek Colorado”) in Longmont, Colorado on March 2, 2021. Global-Tek and Machining TechnologiesGlobal-Tek Colorado specialize in providing customers with highly engineered manufacturing solutions, including CNC machining, anodizing, electro polishing and laser marking for customers in the defense, aerospace and medical device markets. The Company purchased substantially all of the assets of Emergency Hydraulics LLC (“Emergency Hydraulics”), in Ocala, Florida on July 1, 2021. Emergency Hydraulics provides hydraulic hoses, air tank assemblies and related products to manufacturers of firefighting trucks and other emergency vehicles. The company purchased substantially all of the assets of Crawford REV Acquisition Company LLC (name later changed to Reverso Pumps LLC or “Reverso Pumps”), in Davie, Florida on January 10, 2022. Reverso Pumps develops, designs, manufactures, sells and distributes oil change systems, fuel and oil transfer pumps, fuel primers, fuel polishing systems and engine flushing systems.

20

The company purchased substantially all of the assets of Crawford SEP Acquisition Company LLC (name later changed to Separ America LLC or “Separ America”), in Davie, Florida on January 10, 2022. Separ America develops, designs, manufactures, sells and distributes oil change systems, fuel and oil transfer pumps, fuel primers, fuel polishing systems and engine flushing systems. The company purchased substantially all of the assets of KMC Corp. dba Knitting Machinery Corp. (“Knitting Machinery”), in Cleveland, Ohio and Greenville, Ohio on May 1, 2022. Knitting Machinery specializes in manufacturing hose reinforcement machinery for the plastic, rubber and silicone industries.

The factors used to determine the Company’s reportable segments follow the guidance of ASC 280-10-50-21 and 50-10-22 and include consideration of the type of products or services delivered, the customers and end markets served, the appliable revenue recognition methodology and the length of time it takes to deliver products or services to customers. The Commercial Air Handling Equipment segment was identified as a reportable segment consisting of Air Enterprises, because Air Enterprises is strategically and operationally different from our other companies in several ways. First, Air Enterprises sells equipment to end customers and our other businesses that fall into the Industrial and Transportation Products segment sell products and components to end customers, not equipment. Second, the Commercial Air Handling Equipment segment delivers custom air handling solutions to customers which is different than the Industrial and Transportation Products segment which delivers manufactured metal, silicone, hydraulic and marine hoses, complex engineered components, highly engineered forgings, highly engineered and machined parts and data analytic technology applications. Third, the Commercial Air Handling Equipment segment serves customers primarily in the health care and education end markets while the Industrial and Transportation Products segment delivers products to customers in the heavy-duty truck manufacturing, agricultural, industrial, petrochemical, aerospace, defense, industrial gas turbine, medical prosthetics, alternative energy and emergency vehicle end markets. Fourth, the Commercial Air Handling Equipment segment recognizes revenue primarily over time while the Industrial and Transportation Products segment recognizes revenue primarily at a point in time. Fifth, the Commercial Air Handling Equipment segment manufactures custom air handling solutions for customers over a period of three to eighteen months from the time the order is received to the time the air handling solution is delivered to the end customer as compared to the Industrial and Transportation Products segment which sells and delivers products to customers much more quickly, often within 30 days or less. For the reasons previously mentioned, Air Enterprises is strategically and operationally different than the other businesses owned by the Company and management finds it useful to include this business in the Commercial Air Handling Segment which is separate and distinct from all of our other businesses that reside in the Industrial and Transportation Products segment.

 

Corporate and Other: 

Corporate costs not allocated to the two primary business segments are aggregated here.

 

21

Information by industry segment is set forth below: 

 

  

Three Months Ended June 30, 2022

 
  

Commercial

Air Handling

  

Industrial

And

Transportation

Products

  

Corporate

and Other

  

Consolidated

 

Sales

 $11,845,380  $20,056,647  $-  $31,902,027 

Gross Profit

  2,453,139   4,315,352   0   6,768,491 

Operating Income

  1,382,553   1,839,634   (846,660

)

  2,375,527 

Pretax Income

  1,382,553   1,514,121   (1,301,004

)

  1,595,670 

Net Income

  988,526   1,071,636   (888,898

)

  1,171,264 

  

Three Months Ended June 30, 2021

 
  

Commercial

Air Handling

  

Industrial

And

Transportation

Products

  

Corporate

and Other

  

Consolidated

 

Sales

 $9,972,545  $16,477,340  $0  $26,449,885 

Gross Profit

  2,030,038   3,750,252   0   5,780,290 

Operating Income

  845,092   1,342,966   (68,261

)

  2,119,797 

Pretax Income

  845,092   1,121,507   (372,142

)

  1,594,457 

Net Income

  633,818   893,184   (279,697

)

  1,247,305 

 

 

 

Three Months Ended June 30, 2020 (1)

  

Six Months Ended June 30, 2022

 
 

Commercial

Air Handling

  

Industrial

And

Transportation

Products

  

Corporate

and Other

  

Consolidated

  

Commercial

Air Handling

  

Industrial

And

Transportation

Products

  

Corporate

and Other

  

Consolidated

 

Sales

 $11,848,816  $6,727,772  $0  $18,576,588  $23,403,254  $39,501,519  $0  $62,904,773 

Gross Profit

 2,893,541  605,498  0  3,499,039  5,082,796  8,052,101  0  13,134,897 

Operating Income

 1,565,482  (872,867) (162,095) 530,520  2,944,897  3,121,620  (2,293,668

)

 3,772,849 

Pretax Income

 1,565,482  (1,154,315) (103,542) 307,625  2,944,897  2,930,092  (2,638,228

)

 3,236,761 

Net Income

 1,174,113  (870,177) (75,099) 228,837  2,105,602  2,017,870  (1,886,333

)

 2,237,139 

  

Six Months Ended June 30, 2021

 
  

Commercial

Air Handling

  

Industrial

And

Transportation

Products

  

Corporate

and Other

  

Consolidated

 

Sales

 $18,737,644  $31,706,245  $0  $50,443,889 

Gross Profit

  4,260,858   7,522,353   0   11,783,211 

Operating Income

  1,890,721   3,094,411   (539,875

)

  4,445,257 

Pretax Income

  1,890,721   2,693,643   679,052   5,263,416 

Net Income

  1,418,040   2,099,368   873,314   4,390,722 

 

1722

 
  

Six Months Ended June 30, 2021

 
  

Commercial

Air Handling

  

Industrial

And

Transportation

Products

  

Corporate

and Other

  

Consolidated

 

Sales

 $18,737,644  $31,706,245  $0  $50,443,889 

Gross Profit

  4,260,858   7,522,353   0   11,783,211 

Operating Income

  1,890,721   3,094,411   (539,875

)

  4,445,257 

Pretax Income

  1,890,721   2,693,643   679,052   5,263,416 

Net Income

  1,418,040   2,099,368   873,314   4,390,722 

  

Six Months Ended June 30, 2020 (1)

 
  

Commercial

Air Handling

  

Industrial

And

Transportation

Products

  

Corporate

and Other

  

Consolidated

 

Sales

 $23,302,590  $20,555,572  $0  $43,858,162 

Gross Profit

  5,941,342   3,765,841   0   9,707,182 

Operating Income

  3,185,251   541,737   (58,319

)

  3,668,669 

Pretax Income

  3,160,286   (33,088

)

  (50,206

)

  3,076,992 

Net Income

  2,370,215   (30,679

)

  (35,129

)

  2,304,407 

(1)

Segment information for the three and six month periods ended June 30, 2021 has been restated to reflect the change in reportable segments.  

18

 

14. UNCERTAINTIES

The coronavirus (COVID-19) pandemic had a material adverse effect on the Company’s reported results for the three month and six month periods ended June 30, 2021. The Company will continue to actively monitor the impact of the coronavirus pandemic, which is expected to negatively impact the Company’s business and results of operations for the remainder of fiscal year 2021 and possibly beyond. The extent to which the Company’s business and operations will be impacted by the pandemic will depend largely on future developments, which are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning the severity of the outbreak; new and growing outbreaks of COVID-19 or new strains of COVID-19; actions by government authorities to contain COVID-19 or treat its impact, such as reimposed public health restrictions; efforts to combat COVID-19, such as vaccine development and distribution, among other things.

15. SUBSEQUENT EVENTS

 

The Company purchased the operating assets of Emergency Hydraulics LLC in Ocala, Florida on July 1, 2021 None.for an aggregate purchase price of approximately $0.3 million. The acquired business provides hydraulic hoses, air tank assemblies and related products to manufacturers of firefighting trucks and other emergency vehicles. The acquired business is strategically important to the Company’s growing industrial hose platform and will expand its offerings and diversify its customer base in this important market segment. The acquisition is expected to add approximately $2 million in annualized revenue to Crawford United and be immediately accretive to earnings

 

19

RESULTS OF OPERATIONS.

 

The following discussion is intended to assist in the understanding of the Company's financial position at June 30, 20212022 and December 31, 2020,2021, results of operations for the three month and six month periods ended June 30, 20212022 and 2020,2021, and cash flows for the three month and six month periods ended June 30, 20212022 and 2020,2021, and should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.2021. The coronavirus (COVID-19) pandemic had a material adverse effecthas disrupted our operations and affected our business, and may continue to do so, due to many factors, including imposition by government authorities of mandatory closures, work-from-home orders and social distancing protocols, increased employee absenteeism due to illness and/or quarantine requirements, and other restrictions that could materially adversely affect our ability to adequately staff and maintain our operation. The COVID-19 pandemic has also disrupted, and may continue to disrupt, our operations and facilities and to provide personal protective equipment for our employees. There may also be long-term negative effects on the Company’s reported results foreconomic well being of our customers and in the three montheconomies of affected countries. Even as government restrictions have been lifted and six month periods ended June 30, 2021. The Company will continue to actively monitoreconomies gradually reopened, the impactshape of the COVID-19 pandemic, which is expectedeconomic recovery remains uncertain and may continue to negatively impact the Company’s business andour results of operations, for the remainder of fiscal year 2021cash flows and possibly beyond, depending upon the pace at which pandemic-related restrictions are lifted, commercial activity resumes and the economy recovers. Many of our customers are considered “essential” and have remained operational during the pandemic, althoughfinancial position in some cases in a limited capacity. This, together with the overall economic downturn that has resulted from the pandemic, slowed demand in the first and second quarters of 2021. Nearly all of the Company’s facilities have remained operational. While there are some restrictions to the supply of materials and products and those restrictions may continue or expand, our supply chain has remained largely intact. The extent to which the Company’s business and operations will continue to be impacted by the pandemic will depend largely on future developments, which are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning the severity of the pandemic; new and growing outbreaks of COVID-19 or new strains of COVID-19; actions by government authorities to contain COVID-19 or treat its impact, such as reimposed public health restrictions; and efforts to combat COVID-19, such as vaccine distribution, among other things.subsequent quarters.

 

Items Affecting the Comparability of our Financial Results

 

The Company purchased all of the issued and outstanding membership interests of KT Acquisition LLC (name later changed to Komtek Forge LLC “Komtek”), in Worcester, Massachusetts on January 15, 2021.

 

The Company purchased all of the membership interests of Global-Tek Manufacturing LLC (“Global-Tek”) in Ceiba, Puerto Rico and substantially all of the assets of Machining Technology L.L.C. (“Machining Technology”), in Longmont, Colorado on March 2, 2021.

 

The Company purchased substantially all of the operating assets of Emergency Hydraulics LLC, (“Emergency Hydraulics”) in Ocala, Florida on July 1, 2021.

The Company purchased substantially all of the operating assets of Reverso Pumps, Inc, (“Reverso Pumps”) and Separ of the Americas, LLC, (“Separ America”), both located in Davie, Florida on January 10, 2022.

The Company purchased substantially all of the operating assets of KMC Corp. dba Knitting Machinery Corp. (“Knitting Machinery”) located in Cleveland, Ohio and Greenville, Ohio on May 1, 2022.

Accordingly, in light of the timing of these transactions, the Company’s results for the three month and six month periods ended on June 30, 20212022 include the added results of operations of Komtek, Global-TekEmergency Hydraulics, Reverso Pumps, Separ America and Machining TechnologyKnitting Machinery in the Industrial and Transportation Products segment. Conversely, our results for the three month and six month periods ended June 30, 20202021 do not include the results of operations of Emergency Hydraulics, Reverso Pumps, Separ America and Knitting Machinery and also do not include a full six months of results for Komtek, Global-Tek and Machining Technology in the Industrial and Transportation Products segment.

 


 

Results of Operations Three Months Ended June 30, 20212022 and 20202021

Sales for the quarter ended June 30, 20212022 (“current quarter”) increased to $26.4$31.9 million, an increase of approximately $7.9$5.5 million or 42.4%21% from sales of $18.6$26.4 million during the same quarter of the prior year. ThisThe increase in sales of $5.5 million from $26.4 million for the quarter ended June 30, 2021 to $31.9 million for the quarter ended June 30, 2022 was primarily attributable to a recovery in demand as COVID-19 pandemic-related restrictions loosened and commercial activitydriven by increased in addition tosales from the acquisitions of Komtek,Reverso and Separ of the Americas of $1.9 million, Emergency Hydraulics of $0.7 million and Knitting Machinery of $0.6 million. Additionally, there was increased demand for products sold by Air Enterprises of $1.9 million, MPI of $0.8 million, Federal Hose of $0.6 million and Data Genomix $0.5 million. These increases were partially offset by a decline in demand of $1.5 million attributable to Global-Tek Manufacturing and Machining Technology.Global-Tek Colorado.

 

Cost of sales for the current quarter was $20.7$25.1 million compared to $15.1$20.7 million, an increase of $5.6$4.5 million or 37.1%22% from the same quarter of the prior year.  Gross profit was $5.8$6.8 million in the current quarter compared to $3.5$5.8 million, an increase of $2.3$1.0 million from the same quarter of the prior year.  The increase in cost of sales and gross profit was primarily attributable to a recovery in demand as the COVID-19 pandemic eased,impact of the acquisitions of Reverso and Separ of the Americas, Emergency Hydraulics and Knitting Machinery in addition to the acquisitionsgreater demand for products sold by Air Enterprises, MPI, Federal Hose and Data Genomix partially offset by a decrease in cost of Komtek,sales and gross profit for Global-Tek Manufacturing and Machining Technology.Global-Tek Colorado.


 

Selling, general and administrative expenses (SG&A) in the current quarter were $3.7$4.4 million, or 13.9%14% of sales, compared to $3.0$3.7 million, or 16.0%14% of sales in the secondsame quarter of last year. Selling, general and administrative expenses increasedwas flat as a percentage of sales due primarily to increased control over spending partially offset by an additional $0.6$0.4 million of expenseSelling, general and administrative expenses in the current quarter as a result of the acquisitions of Komtek, Global-TekReverso Pumps, Separ America, Emergency Hydraulics and Machining Technology.Knitting Machinery.

 

Interest charges in the current quarter were approximately $0.2 million compared to $0.2 million in the same quarter of the prior year. Average total debt (including notes) and average interest rates for the current quarter were $29.0 million and 3.1% respectively, compared to $27.7 million and 2.9% compared to $25.7 million and 3.4% in the same period of last year.

 

Other expense, net was $0.3$0.6 million in the current quarter compared to $0.1$0.3 million of other income, net in the same quarter of the prior year.  The increase in other expense, net is primarily driven by a loss of $0.6 million in the quarter related to investments in marketable securities compared to a loss of $0.2 million related to investments in marketable securities and $0.1 million of transaction costs as a resultin the same period of the acquisitions of Komtek, Global-Tek and Machining Technology.last year.

 

Income tax expense in the current quarter was $0.3$0.4 million compared to $0.1$0.3 million in the same quarter of the prior year. Tax expense is lower thanhigher compared to the Company’s historicalsame quarter of the prior year despite similar levels of pre-tax income because a higher expected effectivestate tax rate of 25% primarily becausewas used in the expected tax rate for Global-Tek in Puerto Rico is lower than 25%.current quarter.

 

Net income in the current quarter was $1.2 million or $0.37$0.34 per diluted share as compared to the net income of $0.2$1.2 million or $0.07$0.37 per diluted share for the same quarter of the prior year because of the factors noted above.

Commercial Air Handling Segment

Sales in the Commercial Air Handling Equipment segment for the quarter ended June 30, 2022 increased to $11.8 million, an increase of approximately $1.9 million or 18.8% from sales of $10.0 million during the same period of the prior year. This increase was primarily attributable to an increase in demand as COVID-19 pandemic-related restrictions were lifted and the on-site access necessary to complete the installation of commercial air handling units was restored for certain hospital and university customers.

Cost of sales in the Commercial Air Handling Equipment segment for the current quarter was $9.4 million compared to $7.9 million in the prior year, an increase of $1.4 million or 18.3%. Gross profit was $2.5 million in the current quarter compared to $2.0 million in the same period of last year, an increase of $0.5 million. Cost of sales as a percentage of sales was 79.3% in the current quarter compared to 79.6% in the prior year. The decrease in cost of sales as a percentage of sales in the current quarter was primarily attributable to cost savings and lower input costs in the current period compared to prior year.

Selling, general and administrative expenses (SG&A) in the Commercial Air Handling Equipment segment in the current quarter were $1.1 million, or 9.0% of sales, compared to $1.2 million, or 11.9% of sales, in the prior year.

There was no interest charge in the Commercial Air Handling Equipment segment for the current quarter or the same quarter of the prior year because there was no outstanding debt attributable to this segment during those periods.

24

Income tax expense in the Commercial Air Handling Equipment segment in the current year was $0.4 million compared to $0.2 million in the prior year an increase of $0.2 million that was primarily attributable to an increase in income before taxes.

Net income in the Commercial Air Handling Equipment segment for the current year was $1.0 million compared to net income of $0.6 million in the prior year due primarily to the factors noted above.

Industrial and Transportation Products Segment

Sales in the Industrial and Transportation Products segment for the current quarter increased to $20.1 million, an increase of approximately $3.6 million or 21.7% from sales of $16.5 million during same period to the prior year. This increase was primarily driven by sales from the acquisitions of Reverso and Separ of the Americas of $1.9 million, Emergency Hydraulics of $0.7 million and Knitting Machinery of $0.6 million, MPI of $0.8 million, Federal Hose of $0.6 million and Data Genomix $0.5 million. These increases were partially offset by a decline in demand of $1.5 million attributable to Global-Tek Manufacturing and Global-Tek Colorado.

Cost of sales in the Industrial and Transportation Products segment for the current quarter was $15.7 million compared to $12.7 million in the prior year, an increase of $3.0 million or 23.7%. Gross profit was $4.3 million in the current quarter compared to $3.8 million in the same period of the prior year, an increase of $0.6 million. The increase in cost of sales and gross profit was primarily attributable to the impact of the acquisitions of Reverso and Separ of the Americas, Emergency Hydraulics and Knitting Machinery in addition to greater demand for products sold by MPI, Federal Hose and Data Genomix partially offset by a decrease in cost of sales and gross profit for Global-Tek Manufacturing and Global-Tek Colorado.

Selling, general and administrative expenses (SG&A) in the Industrial and Transportation Products segment in the current quarter were $2.5 million, or 12.3% of sales, compared to $2.4 million, or 14.6% of sales, in the prior year. Selling, general and administrative expenses decreased as a percentage of sales due primarily to increased control over spending partially offset by an additional $0.4 million of Selling, general and administrative expenses in the current quarter as a result of the acquisitions of Reverso Pumps, Separ America, Emergency Hydraulics and Knitting Machinery.

Interest charges in the current quarter were approximately $0.2 million compared to $0.2 million in the same quarter of the prior year. Average total debt (including notes) and average interest rates for the current quarter were $29.0 million and 3.1% respectively, compared to $27.7 million and 2.9% in the same period of last year.

Other expense, net in the Industrial and Transportation Products segment was $0.1 million in the current year compared to $0.0 million of other income, net in the same period of the prior year. The increase in other expense, net was primarily attributable to an increase to a non-operating reserve.

Income tax expense in the current quarter was $0.4 million compared to $0.2 million in the same quarter of the prior year. Tax expense is higher compared to the same quarter of the prior year primarily driven by the increase in pre-tax income.

Net income in the Industrial and Transportation Products segment for the current quarter was $1.1 million compared to net income of $0.9 million in the same period of the prior year due primarily to the factors noted above.

 

Results of Operations Six Months Ended June 30, 20212022 and 20202021

 

Sales for the six months ended June 30, 2021 (“current year2022 increased to date”) were $50.4$62.9 million, an increase of approximately $6.6$12.5 million or 15.0%24.7% from sales of $43.9$50.4 million during the same period of the prior year. This increase in sales was primarily attributable to the impact of the acquisitions of Emergency Hydraulics, Reverso Pumps, Separ America Emergency Hydraulics and Knitting Machinery in addition to a full six months of earnings from Komtek, Global-Tek and Machining Technology as compared to the same period last year. The increase in sales of $12.5 million from $50.4 million for the six months ended June 30, 2021 to $62.9 million for the six months ended June 30, 2022 was driven by increased sales from the acquisitions of Komtek ($0.5 million), Emergency Hydraulics ($0.7 million), Reverso Pumps and Separ America ($3.4 million) and Knitting Machinery ($0.6 million) and a $9.2 million increase attributable to recovery in demand as COVID-19 pandemic-related restrictions loosened and commercial activity increased for Air Enterprises, Federal Hose, Data Genomix and MPI. These increases were partially offset by a decline in additiondemand of $1.9 million attributable collectively to the acquisitions of Komtek,global-Tek Manufacturing, Global-Tek Colorado and Machining Technology.CAD Enterprises.

 

Cost of sales for the current year to datesix-month period ending June 30, 2022 was $38.7$49.8 million compared to $34.2$38.7 million, inan increase of $11.1 million or 28.7% from the same period of the prior year,year.  Gross profit was $13.1 million in the six-month period ending June 30, 2022 compared to $11.8 million, an increase of $4.5$1.4 million or 13.2%.  Gross profit was $11.8 million in the current year to date compared to $9.7 million infrom the same period of the prior year, an increase of $2.1 million.year.  The increase in cost of sales and gross profit was primarily attributable to a recovery in demand as the COVID-19 pandemic eased,impact of the acquisitions of Knitting Machinery, Emergency Hydraulics, Reverso Pumps and Separ America, in addition to the acquisitionsa full six months of earnings in 2022 from Komtek, Global-Tek and Machining Technology. In addition, cost of sales for Air Enterprises increased from $14.5 million in the first six months of 2021 to $18.3 million in the six months ended June 30, 2022, an increase of $3.8 million or 26.2% driven by increased demand for its products.

25

 

Selling, general and administrative expenses (SG&A) infor the current year to datesix months ending June 30, 2022 were $7.3$9.4 million, or 14.6%15% of sales, compared to $6.0$7.3 million, or 13.8%15% of sales in the same period of the priorlast year. Selling, general and administrative expenses increased by $1.3 million due primarily to an additional $1.0$0.9 million of expense asstock awards that were granted in the current six months compared to $0.3 million of stock awards during the same period of last year. An additional $0.9 million of Selling, general and administrative expenses in the current six month period were a result of the acquisitions of Reverso Pumps and Separ America, in addition to a full six months of expenses in 2022 for Komtek, Global-Tek and Machining Technology.

 

Interest charges in the current year to datesix months ended June 30, 2022 were approximately $0.5$0.4 million compared to $0.5 million in the same period of the prior year. The interest expense decreased due to lower balances on the Company’s fixed rate notes payable. Average total debt (including notes) and average interest rates for the current yearmost recent six-month period were $29.0 million and 2.9% compared to date were $26.9 million and 3.0%, compared to $26.2 million and 3.5% in the same period of the priorlast year.

 

Other income,expense, net was $1.3$0.1 million in the current year to datesix-month period ending June 30, 2022 compared to $0.1$1.3 million of other expense,income, net in the same period of the prior year.  The increasedecrease in other income is primarily driven by the forgiveness in full duringof the first quarter of 2021 of theCompany’s $1.5 million in aggregateoutstanding Payroll Protection Loans (“PPP Loans”) acceptedin full by two of the Company’s subsidiaries,U.S. Small Business Administration in accordance with the terms of the CARES Act.Act in the first quarter of 2021 as compared to no PPP Loan forgiveness in the first six months of 2022. The forgiveness of the PPP loans isLoans was treated as income.income in the first six months of 2021.

 

Income tax expense in the current year to datesix-month period ending June 30, 2022 was $0.9$1.0 million compared to $0.8$0.9 million in the same period of the prior year. Tax expense is higher in the six-month period ending June 30, 2022 compared to the same period of the prior year despite lower than the Company’s historical expected effectivepre-tax income because PPP Loan forgiveness is not taxable, which contributed to a lower tax rate of 25% primarily because the expected tax rate for Global-Tek in Puerto Rico is lower than 25%.2021.

 

Net income infor the current year to datesix-month period ending June 30, 2022 was $4.4$2.2 million or $1.29$0.65 per diluted share as compared to the net income of $2.3$4.4 million or $0.69$1.29 per diluted share for the same period of the prior year.  

 

Commercial Air Handling Segment

Sales in the Commercial Air Handling Equipment segment for the six months ending June 30, 2022 increased to $23.4 million, an increase of approximately $4.7 million or 24.9% from sales of $18.7 million during the same period of the prior year. This increase was primarily attributable to an increase in demand as COVID-19 pandemic-related restrictions were lifted and the on-site access necessary to complete the installation of commercial air handling units was restored for certain hospital and university customers.

Cost of sales in the Commercial Air Handling Equipment segment for the six-month period ending June 30, 2022 was $18.3 million compared to $14.5 million in the same period of the prior year, an increase of $3.8 million or 26.6%. Gross profit was $5.1 million in the six-month period ending June 30, 2022 compared to $4.3 million in the prior year, an increase of $0.8 million. Cost of sales as a percentage of sales was 78.3% in the most recent six months compared to 77.3% in the same period of the prior year. The increase in cost of sales as a percentage of sales in the current year was primarily attributable to higher costs driven by supply chain disruptions in the most recent six-month period compared to prior year.

Selling, general and administrative expenses (SG&A) in the Commercial Air Handling Equipment segment in the six-month period ending June 30, 2022 were $2.1 million, or 9.1% of sales, compared to $2.4 million, or 12.6% of sales, in the same period of the prior year. The improvement in SG&A expenses as a percentage of net sales is driven by the impact of the fixed SG&A expenses over the higher revenue base in the 2022 period compared to the same period a year ago.

There was no interest charge in the Commercial Air Handling Equipment segment for the six-month period ending June 30, 2022 or in prior year because there was no outstanding debt attributable to this segment during those periods.

Income tax expense in the Commercial Air Handling Equipment segment in the six-month period ending June 30, 2022 was $0.8 million compared to $0.5 million in the prior year an increase of $0.3 million that was primarily attributable to an increase in income before taxes.

Net income in the Commercial Air Handling Equipment segment for the six-month period ending June 30, 2022 was $2.1 million compared to net income of $1.4 million in the same period of the prior year due primarily to the factors noted above.

26

Industrial and Transportation Products Segment

Sales in the Industrial and Transportation Products segment for the six-months ended June 30, 2022 increased to $39.5 million, an increase of approximately $7.8 million or 24.6% from sales of $31.7 million during the same period of prior year. The increase for the six months ended June 30, 2022 was driven by increased sales from the acquisitions of Komtek ($0.5 million), Emergency Hydraulics ($0.7 million), Reverso Pumps and Separ America ($3.4 million) and Knitting Machinery ($0.6 million) and a $4.5 million increase attributable to recovery in demand as COVID-19 pandemic-related restrictions loosened and commercial activity increased for Federal Hose, Data Genomix and MPI. These increases were partially offset by a decline in demand of $1.9 million attributable collectively to Global-Tek Manufacturing, Global-Tek Colorado and CAD Enterprises.

Selling, general and administrative expenses (SG&A) in the Industrial and Transportation Products segment in the six-month period ending June 30, 2022 were $4.9 million, or 12.5% of sales, compared to $4.4 million, or 14.0% of sales, in the prior year.

The interest charge for the Industrial and Transportation Products segment for the current year was $0.4 million compared to $0.4 million in the prior year.

Other income, net in the Industrial and Transportation Products segment was $0.2 million in the six-month period ending June 30, 2022 compared to $0.0 million of other income, net in the prior year. The increase in other income, net was primarily attributable to Aerospace and Manufacturing grant income provided by the U.S. Department of Transportation in the current six-month period.

Income tax expense in the Industrial and Transportation Products segment in the six-month period ending June 30, 2022 was $0.9 million compared to $0.6 million in the prior year, an increase of $0.3 million that was attributable to an increase in income before taxes in the current period in addition to a higher expected state tax rate used in the current period.

Net income in the Industrial and Transportation Products segment for the six-month period ending June 30, 2022 was $2.0 million compared to net income of $2.1 million in the same period of prior year due primarily to the factors noted above.

 

Liquidity and Capital Resources

As described further in Note 1112 to the Company’s consolidated financial statements, effective January 15, 2021,10, 2022, the Company completed the Komtek acquisitionReverso Pumps and Separ America acquisitions for a purchase price of $3.6$4.2 million, which included the assumption of $1.7 million of debt and the issuance of $1.1 million of Class A common shares.subject to certain customary post-closing adjustments based on working capital.

21

 

As described further in Note 1112 to the Company’s consolidated financial statements, effective MarchMay 1, 2021,2022, the Company completed the Global-Tek and Machining TechnologyKnitting Machinery acquisition for a purchase price of $8.0$1.3 million, subject to certain customary post-closing adjustments based on working capital and the achievement of future performance milestones.capital.

 

The Company’s credit agreement, dated as of June 1, 2017, by and between the Company and JPMorgan Chase Bank, N.A. as lender (as amended, the “Credit Agreement”), provides for a revolving credit facility. On March 2, 2021, the Company amended its Credit Agreement to increase availability under the revolving credit facility to $30.0 million from $20.0 million. The amendment to the loan agreement provided additional flexibility to fund acquisitions, working capital and other strategic initiatives. 

 

Total current assets at June 30, 20212022 increased to $40.5$51.6 million from $35.2$42.5 million at December 31, 2020,2021, an increase of $5.3$9.1 million. The increase in current assets is comprised of the following: an increase of accounts receivable of $5.7$3.7 million; an increase in cash of $1.7 million, an increase in inventory of $3.6$4.2 million; an increase in contract assets of $0.1 million; and an increase in prepaid expenses and other assets of $0.5$0.7 million; partially offset by a decrease in cash of $2.8 million; a decrease in contractrefundable tax assets of $1.6 million;$0.7 million and a decrease in investments of $0.1$0.4 million. The increasesincrease in inventory and accounts receivable wereis driven primarily by the recent acquisitions of Komtek, Global-TekReverso Pumps and Machining Technology.Separ America in addition to an increase in new billings in the Commercial Air Handling segment for certain early-stage projects that have achieved billing milestones in advance of certain production milestones per their individual contract terms. Management estimates that these new projects in the Commercial Air Handling segment will be completed in the next 6 to 9 months. The Company is carrying lowerhigher cash balances due to funding the recent acquisitionsin expectation of Komtek, Global-Tek and Machining Technology.future bulk inventory purchases.

 

Total current liabilities at June 30, 20212022 increased to $21.8$28.6 million from $17.5$23.9 million at December 31, 2020,2021, an increase of $4.3$4.8 million.  The increase in current liabilities is comprised ofprimarily driven by the following: an increase in accounts payable of $2.8 million; an increase in accrued expenses of $0.8 million;$3.2 million and an increase in unearned revenue of $0.7 million; and an increase in contingent liabilities of $0.8$1.2 million.

27

 

Cash provided by operating activities for the six months ended June 30, 20212022 was approximately $2.9$4.4 million, compared to cash provided by operating activities of $5.8$2.9 million in the same period a year ago. Cash provided by operating activities for the six month periodsix-months ended June 30, 2022 is comprised of the following: net income of $4.4$2.2 million; cash provided by adjustments for non-cash items of $0.4$3.9 million; and cash used in working capital adjustments of $1.9$1.7 million. The primary drivers of decreased working capital during the current quartersix-month period were the increase in accounts receivable of $3.2$3.1 million and the increase in right of inventoriesuse assets of $1.8$0.4 million, partially offset by the decrease in contract assetsinventories of $1.6$2.2 million, and anthe increase in accounts payable of $1.5$2.6 million and the increase in deferred revenue of $0.8 million. Cash flows from operations were impacted by cash used in working capital adjustments including an increase in accounts receivable of $3.1 million in the first six months of 2022, driven primarily by an increase of $1.9 million in the Commercial Air Handling Equipment segment and an increase of $1.2 million in the Industrial and Transportation Products segment. The $1.9 million increase in accounts receivable in the Commercial Air Handling Equipment segment was the result of an increase in new sales with high upfront billing milestones. This is reflected in the increase of $2.4 million in billings in excess of costs and earnings. Days sales outstanding in the Commercial Air Handling Equipment segment were 76 days in the first six months of 2022 compared 73 days in fiscal year 2021 which management will continue to monitor but does not view as a significant change. The $1.2 million increase in accounts receivable in the Industrial and Transportation Products segment was driven primarily by an increase in days sales outstanding from 56 days in fiscal year 2021 to 60 days in the first six months of 2022. The Company added Reverso Pumps, Separ America and Knitting Machinery in 2022 and will closely monitor days sales outstanding for the companies in this segment. The rise in days sales outstanding has a negative impact on cashflow and management will continue to monitor the trend in future periods. The Company does not have a history of failure to collect payment from its customers and believes that it is reasonable to assume that materially all of its outstanding accounts receivable will be collectible barring unforeseen circumstances.

 

Cash used in investing activities for the six months ended June 30, 20212022 was $8.4$4.7 million, compared to cash used in investing activities of $9.6$8.4 million in the same period a year ago. Cash used in investing activities was for the acquisitions of Komtek, Global-TekKnitting Machinery, Reverso Pumps and Machining TechnologySepar America in the Industrial and Transportation Products segment and capital expenditures in the normal course of business.

 


Cash provided by financing activities was approximately $2.8$1.9 million for the six months ended June 30, 2021,30,2022, compared to cash provided by financing activities of $8.5$2.8 million in the same period a year ago. Cash provided by financing activities for the current quartersix months ended June 30, 2022 was primarily related to: $7.7$4.8 million borrowings on bank debt related primarily to the acquisitionsacquisition of Komtek, Global-TekReverso Pumps and Machining Technology;Separ America partially offset by cash used for $3.6 million in payments on bank debtnotes payable of $2.0 million and $1.3 million in payments on notes.a reduction of a contingent liability by $0.8 million.

 

The Company is actively managing its business to maintain cash flow and liquidity. We believe that cash and availability on our revolving credit facility to be sufficient to fund working capital needs and service principal and interest payments due related to the bank debt and notes payable. The Company had $14.3$8.2 million available to borrow on the revolving credit facility at June 30, 2021.2022. Notwithstanding the Company's expectations, if the Company's operating results decrease as the result of pressures on the business due to, for example, the impact of the COVID-19 pandemic, currency fluctuations, regulatory issues, a downturn in general economic conditions, or the Company's failure to execute its business plans, the Company may require additional financing, or may be unable to comply with its obligations under the credit facility, and its lenders could demand repayment of any amounts outstanding under the Company’s credit facility. As the company cannot predict the duration or scope of the COVID-19 pandemic and its impact on the Company’s customers and suppliers, the negative financial impact to the Company’s results cannot be reasonably estimated, but could be material. In addition, see Note 78 of the notes to the consolidated financial statements.

 

Off-Balance Sheet Arrangements

From time to time, the Company enters into performance and payment bonds in the ordinary course of business. These bonds are secured by certain assets of the Company by the surety until the Company’s completion of the requirements of the commercial air handling contract. At June 30, 2021,2022, the Company did not have any active surety bonds for whichhas secured performance and payment had not been satisfied.bonds in the amount of $8.2 million as surety on completion of the requirements of certain commercial air handling contracts. The Company has no other off-balance sheet arrangements (as defined in Regulation S-K Item 303 paragraph (a)(4)(ii)) that have or are reasonably likely to have a material current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expendituresexpenditure or capital resources.

 

Critical Accounting Policies

The Company’s

Preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make certain estimates and assumptions which affect amounts reported in our consolidated financial statements. On an ongoing basis, we evaluate the accounting policies and estimates that are used to prepare financial statements. Management has made their best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. We do not believe that there is great likelihood that materially different amounts would be reported under different conditions or using different assumptions related to the accounting policies described below. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates.

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Certain accounting policies that require significant management estimates and are deemed critical to our results of operations or financial position are discussed below. On a regular basis, critical accounting policies are reviewed with the Audit Committee of the Board of Directors.

Revenue Recognition: We recognize revenue with respect to customer orders when our obligations under the contract terms are satisfied and control of the product transfers to the customer, typically upon shipment. Revenue from certain contracts in the Commercial Air Handling Equipment segment is accounted for over time, when products are manufactured or services are performed, as presentedcontrol transfers under these arrangements. We follow the input method, as we have determined that it allows us to make reasonably reliable estimates of revenue and costs of a contract.

Allowance for Obsolete and Slow-Moving Inventory: Inventories are valued using the first-in, first-out (“FIFO”) method; stated at the lower of cost or net realizable value; and are reduced by an allowance for obsolete and slow-moving inventories. The allowance is estimated based on management’s review of inventories on hand with minimal sales activity, which is compared to estimated future usage and sales. Inventories identified by management as slow-moving or obsolete are reserved for based on estimated selling prices less disposal costs. Though we consider these allowances adequate and proper, changes in Noteseconomic conditions in specific markets in which we operate could have a material effect on allowances required.

Business Combinations: Business combinations are accounted for using the purchase method of accounting under ASC 805, “Business Combinations.” This method requires the Company to Consolidated Financial Statementsrecord assets and Management’s Discussliabilities of the businesses acquired at their estimated fair values as of the acquisition date. Any excess of the cost of the acquisition over the fair value of the net assets acquired is recorded as goodwill. Determining the fair value requires management to make estimates and Analysisassumptions including discount rates, rates of Financial Conditionreturn on assets, and Resultslong-term sales growth rates.

Goodwill and Indefinite Lived Intangible Assets: As referenced by ASC 350 “Intangibles- Goodwill and other” (“ASC 350”), management performs its annual impairment test for goodwill and intangible assets at least annually or more frequently, if impairment indicators arise at the reporting unit level. Our reporting units have been identified at the individual company component level, with each individual subsidiary operating company constituting its own reporting unit. For 2021 management performed qualitative and quantitative testing for each individual company with a goodwill balance other than those companies that were newly acquired within one year.

Our goodwill impairment analysis utilizes a qualitative approach comparing carrying amount of Operationsthe reporting unit to its estimated fair value. To the extent that the qualitative approach indicates that it is more likely than not that the carrying amount is less than its fair value, we apply a quantitative approach as a secondary step. In applying the quantitative approach, we use an income approach to estimate the fair value of the reporting unit. The income approach uses a number of factors, including future business plans and actual and forecasted operating results. The significant assumptions employed under this method include discount rates; revenue growth rates, including assumed terminal growth rates; and operating margins used to project future cash flows for the operating company. The discount rates utilized reflect market-based estimates of capital costs and discount rates adjusted for management’s assessment of a market participant’s view with respect to other risks associated with the projected cash flows of the individual company. Our estimates are based upon assumptions we believe to be reasonable, but which by nature are uncertain and unpredictable. We believe we incorporate reasonable assumptions into our analysis of goodwill impairment testing for a reporting unit, such that actual experience would need to be materially out of the range of expected assumptions in order for an impairment to remain undetected.

In conducting our 2021 annual impairment analysis, we determined that the goodwill for CAD Enterprises at December 31, 2021 was $7.3 million. In our qualitative assessment of CAD Enterprises, we noted a decline in revenue from $30.1 million in 2019 to $18.9 million in 2020 and $18.3 million in 2021 and a decline in after-tax income margin from 5.8% in 2019 to -4.6% in 2020 and -0.5% in 2021, and thus determined to conduct a quantitative assessment of CAD Enterprises. The quantitative assessment of CAD Enterprises confirmed that the estimated fair value exceeded carrying value by 9 percent, and thus no impairment existed at December 31, 2021. The key assumptions used to estimate fair value included discount rates; revenue growth rates, including assumed terminal growth rates; and after-tax income margins used to project future cash flows for CAD Enterprises. The discount rate used to estimate fair value was 10% and was based on estimates of capital costs and management’s assessment of a market participant’s view with respect to other risks associated with the projected cash flows for CAD Enterprises. Our revenue growth rate for the 9-year period in the discounted cash flow model was 10.5% per year, which reflects management’s assessment of estimated future orders for CAD Enterprises based in part on a Long-Term-Agreement (“LTA”) with the company’s largest customer, our previous revenue history including actual revenues of $30.1 million in 2019 before the onset of the COVID-19 pandemic, and a continued business rebound in the aerospace industry. The assumed terminal growth rate for CAD Enterprises was 3% based on management’s assessment of long-term growth rates for the Aerospace industry. The after-tax income margins used to project future margins for the company were based on the historical margins for CAD Enterprises prior to the COVID-19 pandemic. In 2019, CAD Enterprises earned an after-tax income margin of 5.8%. The discounted cash flow model used to estimate fair value assumes an after-tax income margin of 6.0% in 2026, or year 5 of the forecast period and expanding margins to 6.4% in the terminal year. This is based on management’s assessment of our ability to grow SG&A expenses at a slower rate than revenues as the company achieves more scale. Our estimates are based upon assumptions we believe to be reasonable, but which by nature are uncertain and unpredictable. Potential events and circumstances including global conflicts, materials shortages, inability to increase prices to keep pace with expenses, onset of a global pandemic, departure of key employees and loss of a key customer could negatively affect the key assumptions used for the recent fair value test and are similar to the risk factors noted in Item 1A, Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.2021.

 


29

Income Taxes: In accordance with ASC 740, “Income Taxes” (“ASC 740”), we account for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and the tax bases of assets and liabilities and are measured using the currently enacted tax rates. Specifically, we measure gross deferred tax assets for deductible temporary differences and carryforwards, such as operating losses and tax credits, using the applicable enacted tax rates and apply the more likely than not measurement criterion Further, at each interim reporting period, we estimate an effective income tax rate that is expected to be applicable for the full year. Significant judgment is involved regarding the application of income tax laws and regulations and when projecting the jurisdictional mix of income. Additionally, interpretation of tax laws, court decisions or other guidance provided by taxing authorities influences our estimate of the effective income tax rates. As a result, our actual annual effective income tax rates and related income tax liabilities may differ materially from our interim estimated effective tax rates and related income tax liabilities. Any resulting differences are recorded in the period they become known.

 

Forward-Looking Statements

The foregoing discussion includes forward-looking statements relating to the business of the Company. Generally, these statements can be identified by the use of words such as “guidance,” “outlook,” “believes,” “estimates,” “anticipates,” “expects,” “forecasts,” “seeks,” “projects,” “intends,” “plans,” “may,” “will,” “should,” “could,” “would” and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements, or other statements made by the Company, are made based on management's expectations and beliefs concerning future events impacting the Company and are subject to uncertainties and factors (including, but not limited to, those specified below) which are difficult to predict and, in many instances, are beyond the control of the Company. As a result, actual results of the Company could differ materially from those expressed in or implied by any such forward-looking statements. These uncertainties and factors include (a) the Company's ability to effectively integrate acquisitions, including the acquisitions of Komtek, Global-Tek and Machining Technology, and manage the larger operations of the combined businesses

(b) the duration and scope of the COVID-19 pandemic, the resumption of operations by the Company’s customers, loosening of public health restrictions, or anany reimposed restrictions or tightening of public health restrictions which could impact the demand for the Company’s products; (c) the Company’s inability to obtain needed(b) shortages in supply or increased costs of necessary products, components or raw materials from the Company’s suppliers; (c) availability shortages or increased costs of freight and labor for the Company and/or its suppliers; (d) actions that governments, businesses and individuals take in response to the pandemic, including mandatory business closures and restrictions on onsite commercial interactions; (e) the impact of the pandemic and actions taken in response to the pandemic on global and regional economies and economic activity; (f) the pace of recovery when the COVID-19 pandemic subsides; (g) the Company's ability to effectively integrate acquisitions, and manage the larger operations of the combined businesses, (h) the Company's dependence upon a limited number of customers and the aerospace industry, (i) the highly competitive industry in which the Company operates, which includes several competitors with greater financial resources and larger sales organizations, (j) the Company's ability to capitalize on market opportunities in certain sectors, (k) the Company's ability to obtain cost effective financing and (l)(k) the Company's ability to satisfy obligations under its financing arrangements, and the other risks described in “Item 1A. Risk Factors” in thisour Annual Report on Form 10-K for the year ended December 31, 2021 and the Company’s subsequent filings with the SEC.

 

ITEM 3. MARKET RISK

 

This item is not applicable to the Company as a smaller reporting company.


 

ITEM 4. CONTROLS AND PROCEDURES

 

As of June 30, 2021,2022, an evaluation was performed, under the supervision and with the participation of the Company'sCompany’s management, including the Company'sCompany’s Chief Executive Officer along with the Company's Vice President, Finance andCompany’s Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based upon that evaluation, the Company's management, including the Chief Executive Officer along with the Company's Chief Financial Officer, concluded that the Company'sCompany’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act")Act. Based upon that evaluation, the Company’s management, including the Company’s Chief Executive Officer and the Company’s Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were not effective as of June 30, 20212022 due to ensure that information required to be disclosed by the Company in reports that it filesmaterial weakness described below and submits under the Exchange Act is (1) recorded, processed, summarized and reported, within the time periods specifieddiscussed in the Commission's rulesCompany’s Annual Report on Form 10-K for the year ended December 31, 2021.

A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of its financial statements would not be prevented or detected on a timely basis.

In the course of preparing the Company’s financial statements included in the Form 10-K, management identified the following material weakness in internal control over financial reporting at the Company’s subsidiary CAD Enterprises Inc. (“CAD”):

CAD did not maintain effective controls over the costing of its work-in-process inventory. Specifically, CAD did not consistently assign, input and record raw material costs and direct labor time with respect to work-in-process jobs. Also, CAD’s accounting systems are not designed to readily determine work-in-process inventory balances or variances between finished goods pricing and manufacturing costs.

In addition, management identified the following material weakness in internal control over financial reporting at the Company’s subsidiaries MPI Products, Inc. (“MPI”) and forms, and (2) is accumulated and communicatedFederal Hose Manufacturing LLC (“Federal Hose”);

MPI and Federal Hose did not maintain effective controls over the reconciliation of cash. Specifically, MPI and Federal Hose did not perform bank reconciliations on a regular basis.

These control deficiencies create a reasonable possibility that a material misstatement to the Company'sconsolidated financial statements will not be prevented or detected on a timely basis, and therefore management concluded that the deficiencies represent a material weaknesses in internal control over financial reporting and the Company’s internal control over financial reporting was not effective as of December 31, 2021.

REMEDIATION OF THE MATERIAL WEAKNESSES

The Company is in the process of remediating the material weakness in order to strengthen internal controls at CAD, MPI and Federal Hose. The remediation plan includes the following:

• Hiring and training additional qualified personnel, new controllers were hired at CAD, MPI and Federal Hose;

• Ongoing enhancement of the timeliness, formality and rigor of CAD’s process for costing work-in-process inventory, including its principal executiveprocess for assigning, inputting, recording and principalreviewing raw material costs and other standard costs;

• Ongoing enhancement of CAD’s training of employees with respect to appropriately and consistently recording direct labor time;

• Implementing a new accounting system at CAD that has certain built-in internal controls; and

• Ongoing enhancement of the training of financial officer, as appropriatepersonnel at MPI and Federal Hose, and the timeliness, formality and rigor of processes at MPI and Federal Hose with respect to allow timely decisions regarding required disclosure. regular reconciliation of cash accounts with bank statements.

Changes in Internal Control over Financial Reporting

There werehave been no changes in the Company'sCompany’s internal controlscontrol over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the Company’s quarter ended June 30, 20212022 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

The Company's
Company’s internal control over financial reporting is designedexcept for the remediation efforts with regard to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles. The Company's internal control over financial reporting includes policies and procedures that (1) pertain to maintaining records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company assets, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Company's receipts and expenditures are being made only in accordance with authorization of the Company's management and directors, and (3) provide reasonable assurance regarding prevention or the timely detection of unauthorized acquisition, use or disposal of the company's assets that could have a material effect on the financial statements.weaknesses described above.

 


Management, including the Company's Chief Executive Officer along with the Company's Vice President, Finance and Chief Financial Officer, does not expect that the Company's internal controls will prevent or detect all errors and all fraud. An internal control system no matter how well designed and operated can provide only reasonable, not absolute, assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, collusion of two or more people, or by management override of the control. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

PART II OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS. 

None.

 

ITEM 1A. RISK FACTORS. 

 

There have been no material changes from the risk factors disclosed in Part 1, Item 1A, of our Annual Report on Form 10-K for the year ended December 31, 2020.2021.

 

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

 

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

None

 

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

 

ITEM 5. OTHER INFORMATION

None

 


 

ITEM 6. EXHIBITS

 

2.1

Asset Purchase Agreement entered into as of May 1, 2022, by and among Knitting Machinery Company of America, LLC and the seller parties named therein (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 2, 2022).

31.1

Rule 13a-14(a)/15d-14(a) Certification by the Chief Executive Officer.

31.2

Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial Officer.

32.1

Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*

Inline XBRL Instance

101.SCH*

Inline XBRL Taxonomy Extension Schema

101.CAL*

Inline XBRL Taxonomy Extension Calculation

101.DEF*

Inline XBRL Extension Definition

101.LAB*

Inline XBRL Taxonomy Extension Labels

101.PRE*

Inline XBRL Taxonomy Extension Presentation

104

Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

 

*XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned as of the 10th day of August, 2021,2022, thereunto duly authorized.

 

SIGNATURE:

TITLE

/s/ Brian E. Powers

President and Chief Executive Officer

Brian E. Powers

(Principal Executive Officer)

 

  
  

/s/ John P. Daly

Vice President and Chief Financial Officer

John P. Daly

(Principal Accounting and Financial Officer)

 

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