Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 5, 2024

Crawford United Corporation

(Exact Name of Registrant as Specified in Charter)

Ohio		000-00147		34-0288470
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

10514 Dupont Avenue Cleveland, Ohio		44108
(Address of Principal Executive Offices)		(Zip Code)

(216) 243-2614

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02

Results of Operations and FinancialCondition.

On March 5, 2024 Crawford United Corporation, (the “Company”), issued a news release announcing its results for the fourth quarter of 2023. The news release is furnished herewith as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit

99.1	News release dated March 5, 2024.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

	CRAWFORD UNITED CORPORATION

Date: March 5, 2024	/s/ Jeffrey J. Salay
	Name: Jeffrey J. Salay
	Title: Chief Financial Officer

Exhibit Index

Exhibit No.	Description of Exhibit

99.1	News release dated March 5, 2024.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit 99.1

Contact:

Brian E. Powers, President and Chief Executive Officer

CRAWFORD UNITED CORPORATION

10514 Dupont Avenue, Suite 200

Cleveland, Ohio 44108

216-243-2449

March 5, 2024

FOR IMMEDIATE RELEASE

Crawford United Corporation Announces Fourth Quarter and Full Year 2023 Results

	●	Earnings per share of $3.77 for the year and $0.91 for the quarter
	●	Sales of $143.9 million for the year, an increase of 12.6%

●

Net income of $13.3 million for the year, an increase of 101.5%

●

EBITDA As Defined¹ of $25.6 million for the year, an increase of 64.1%

CLEVELAND, OHIO, March 5, 2024 – Crawford United Corporation (OTC: CRAWA), a growth-oriented holding company serving diverse markets, today reported results for the quarter and year ended December 31, 2023.

For the quarter ended December 31, 2023, sales were $33.8 million compared with $32.7 million in the same period in 2022, an increase of 3.4%. In the quarter, the Company recorded operating income of $3.4 million compared with operating income of $2.8 million in the same period of the prior year, an increase of 21.4%. Net income was $3.2 million, or $0.91 per fully diluted share, compared to $3.1 million, or $0.88 per fully diluted share, in the fourth quarter of 2022, an increase of 3.2%. EBITDA As Defined was $5.1 million in the quarter compared to $4.3 million in the same period of the prior year, an increase of 18.6%.

For the year ended December 31, 2023, sales were $143.9 million compared with $127.8 million in 2022, an increase of 12.6%. In 2023, the Company recorded operating income of $17.9 million compared with operating income of $8.5 million in 2022, an increase of 110.6%. Net income was $13.3 million, or $3.77 per fully diluted share, compared to $6.6 million, or $1.89 per fully diluted share, in 2022, an increase of 101.5%. EBITDA As Defined was $25.6 million, compared to $15.6 million in 2022, an increase of 64.1%.

Brian Powers, President and CEO, stated, “We are pleased with the ongoing success of our business model and remain confident in our ability to achieve long-term strategic priorities. In 2023, we achieved all-time highs in sales, gross margin, operating income, net income and EBITDA As Defined. At the same time, we reduced our debt to $6.4 million at the end of the year. Crawford United is well positioned to pursue opportunities for increased revenue and profitability, always with an eye towards additional acquisitions.”

About Crawford United Corporation.

Crawford United Corporation is a growth-oriented holding company providing specialty industrial products to diverse markets, including healthcare, education, aerospace, defense, and transportation. The company currently operates two business segments. The Commercial Air Handling Equipment segment is a leader in designing, manufacturing, and installing highly customized, large-scale commercial, institutional, and industrial air handling solutions, primarily for hospitals and universities. The Industrial & Transportation Products segment provides highly complex precision components and coatings to customers in the aerospace and defense industries, as well as a full line of branded metal, silicone, plastic, rubber, hydraulic, marine and fuel hose products. For more information, go to www.crawfordunited.com.

Information about Forward Looking Statements.

This press release contains forward-looking statements within the meaning of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995, including statements made regarding the company’s future results. 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) shortages in supply or increased costs of necessary products, components or raw materials from the Company’s suppliers; (b) availability shortages or increased costs of freight and labor for the Company and/or its suppliers; (c) actions that governments, businesses and individuals take in response to public health crises, such as the COVID-19 pandemic, including mandatory business closures and restrictions on onsite commercial interactions; (d) conditions in the global and regional economies and economic activity, including slow economic growth or recession, inflation, currency and credit market volatility, reduced capital expenditures and changes in government trade, fiscal, tax and monetary policies; (e) adverse effects from evolving geopolitical conditions, such as the military conflict in Ukraine and Israel; (f) the Company's ability to effectively integrate acquisitions, and manage the larger operations of the combined businesses, (g) the Company's dependence upon a limited number of customers and the aerospace industry, (h) the highly competitive industries in which the Company operates, which includes several competitors with greater financial resources and larger sales organizations, (i) the Company's ability to capitalize on market opportunities in certain sectors, (j) the Company's ability to obtain cost effective financing and (k) the Company's ability to satisfy obligations under its financing arrangements, and the other risks described in “Item 1A. Risk Factors” in our Annual Report on Form 10-K and the Company’s subsequent filings with the SEC.

Brian E. Powers

President & CEO

216-243-2449

bpowers@crawfordunited.com

¹ EBITDA As Defined is a Non-GAAP financial measure. Please refer to the definition and table at the end of this release for a reconciliation of EBITDA As Defined to net income.

CRAWFORD UNITED CORPORATION

Consolidated Income Statement (Unaudited)

	Three Months Ended										Years Ended
	December 31,										December 31,

	2023					2022					2023					2022
Sales	$	33,827,050		100	%	$	32,660,531		100	%	$	143,885,934		100	%	$	127,754,927		100	%
Cost of Sales		26,081,729		77	%		25,072,450		77	%		106,239,852		74	%		100,722,146		79	%
Gross Profit		7,745,321		23	%		7,588,081		23	%		37,646,082		26	%		27,032,781		21	%

Operating Expenses:
Selling, general and administrative expenses		4,381,450		13	%		4,827,136		15	%		19,713,611		14	%		18,499,309		14	%
Operating Income		3,363,871		10	%		2,760,945		8	%		17,932,471		12	%		8,533,472		7	%

Other (Income) Expenses:
Interest charges		225,256		0	%		391,987		1	%		1,255,984		1	%		1,138,224		1	%
(Gain) loss on investments		(24,370	)	0	%		(324,834	)	-1	%		(7,330	)	0	%		860,273		1	%
Other (income) expense		(134,762	)	0	%		(39,442	)	0	%		(480,331	)	-1	%		(1,197,218	)	-1	%
Total Other (Income) and Expenses		66,124		0	%		27,711		0	%		768,323		0	%		801,279		1	%
Income before Income Taxes		3,297,747		10	%		2,733,234		8	%		17,164,148		12	%		7,732,194		6	%
Income tax expense		60,505		0	%		(336,485	)	-1	%		3,869,355		3	%		1,170,791		1	%
Net income	$	3,237,242		10	%	$	3,069,719		9	%	$	13,294,793		9	%	$	6,561,403		5	%

Net income per common share
Basic	$	0.92				$	0.88				$	3.79				$	1.89
Diluted	$	0.91				$	0.88				$	3.77				$	1.89

Weighted average shares outstanding
Basic		3,510,740					3,476,019					3,507,883					3,462,868
Diluted		3,544,043					3,476,019					3,526,836					3,462,868

CRAWFORD UNITED CORPORATION

Supplemental Non-GAAP Financial Measures (Unaudited)

EBITDA As Defined is a non-GAAP financial measure that reflects net income before interest expense, income taxes, depreciation and amortization, and also excludes certain charges and corporate-level expenses as defined in the Company's current revolving credit facility. The Company presents this non-GAAP financial measure because management uses EBITDA As Defined to assess the Company's performance and believes that EBITDA As Defined is useful to investors as an indication of the Company's compliance with its financial covenants in its revolving credit facility. Additionally, EBITDA As Defined is a measure used under the Company's revolving credit facility to determine whether the Company may incur additional debt under such facility. EBITDA As Defined is not a measure of performance under GAAP and should not be considered in isolation from, or as a substitute for, net income or cash flow information calculated in accordance with GAAP. EBITDA As Defined herein may not be comparable to similarly titled measures of other companies. The following table reconciles net income to EBITDA As Defined:

	Three Months Ended						Years Ended
	December 31,						December 31,

	2023			2022			2023			2022
Net income	$	3,237,242		$	3,069,719		$	13,294,793		$	6,561,403
Addback:
Interest charges		225,256			391,987			1,255,984			1,138,224
Income tax expense		60,505			(336,484	)		3,869,355			1,170,791
Depreciation and amortization		765,182			950,526			3,921,740			3,750,805
Non-cash stock-based compensation expense		224,318			19,807			1,377,423			957,728
Amortization of right of use assets		453,484			652,111			1,720,844			1,706,810
Unrealized loss (gain) on investments in equity securities		(24,370	)		324,834			(7,330	)		860,273
Gain on reversal of contingent liability		-			(750,000	)		-			(750,000	)
Non-recurring transaction charges		136,575			-			136,575			246,026

EBITDA As Defined	$	5,078,192		$	4,322,500		$	25,569,384		$	15,642,060

Document And Entity Information	Mar. 05, 2024
Document Information [Line Items]
Entity, Registrant Name	Crawford United Corporation
Document, Type	8-K
Document, Period End Date	Mar. 05, 2024
Entity, Incorporation, State or Country Code	OH
Entity, File Number	000-00147
Entity, Tax Identification Number	34-0288470
Entity, Address, Address Line One	10514 Dupont Avenue
Entity, Address, City or Town	Cleveland
Entity, Address, State or Province	OH
Entity, Address, Postal Zip Code	44108
City Area Code	216
Local Phone Number	243-2614
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000047307