false 0000047307 0000047307 2023-08-09 2023-08-09
 
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): August 9, 2023
 

 
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)
 
 

 
Securities registered pursuant to Section 12(b) of the Act: None.
 
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))
 
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 August 9, 2023, Crawford United Corporation, (the “Company”), issued a news release announcing its results for the second 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
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: August 9, 2023
/s/ Jeffrey J. Salay
 
Name: Jeffrey J. Salay
 
Title: Chief Financial Officer
 
 

 
 
Exhibit Index
 
 
Exhibit No.
Description of Exhibit
   
99.1
News release dated August 9, 2023.
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

 

August 9, 2023

FOR IMMEDIATE RELEASE

 

 

Crawford United Corporation Announces Second Quarter 2023 Results

 

  Earnings per share of $1.09 for the quarter and $2.07 year-to-date
 

Sales of $76.4 million year-to-date, an increase of 21.5%

 

Net income of $7.2 million year-to-date, an increase of 223.8%

 

EBITDA As Defined1 of $14.4 million year-to-date, an increase of 86.2%

 

 

CLEVELAND, OHIO, August 9, 2023 – Crawford United Corporation (OTC: CRAWA), a growth-oriented holding company serving diverse markets, today reported results for the quarterly and year-to-date periods ended June 30, 2023.
 

For the quarter ended June 30, 2023, sales were $36.9 million compared with $31.9 million in the same period in 2022, an increase of 15.8%. In the quarter, the Company recorded operating income of $5.2 million compared with operating income of $2.4 million in the same period of the prior year, an increase of 116.9%. Net income was $3.9 million, or $1.09 per fully diluted share, compared to $1.2 million, or $0.34 per fully diluted share in the second quarter of 2022, an increase of 228.8%. EBITDA As Defined was $7.4 million in the quarter compared to $3.9 million in the same period of the prior year, an increase of 93.2%.

 

For the six-months ended June 30, 2023, sales were $76.4 million compared with $62.9 million in the same period of 2022, an increase of 21.5%. For the year-to-date period, the Company recorded operating income of $10.3 million compared with operating income of $3.8 million in the same period of the prior year, an increase of 172.3%.  Net income was $7.2 million, or $2.07 per fully diluted share, compared to $2.2 million, or $0.65 per fully diluted share in the same period of 2022, an increase of 223.8%. EBITDA As Defined was $14.4 million in the six-months ended June 30, 2023, compared to $7.7 million in the same period of the prior year, an increase of 86.2%

 

Brian Powers, President and CEO, stated “We are pleased with the ongoing success of our business model, as sales, profitability and cash flows continue to increase. Net income in the trailing twelve months is a record $11.6 million. Our total debt has been reduced to $17.4 million, which is significantly lower than the $22.3 million EBITDA As Defined in the trailing twelve months. 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 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; (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 Form 10-K and the Company’s subsequent filings with the SEC.

 

Brian E. Powers

President & CEO

216-243-2449

bpowers@crawfordunited.com 

“Crawford United has a great future behind it.

 

 


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

   

Six Months Ended

 
   

June 30,

   

June 30,

 
                                                                 
   

2023

           

2022

           

2023

           

2022

         

Sales

  $ 36,933,015       100 %   $ 31,902,027       100 %   $ 76,417,371       100 %   $ 62,904,773       100 %

Cost of Sales

    26,458,137       72 %     25,133,536       79 %     55,425,942       73 %     49,769,877       79 %

Gross Profit

    10,474,878       28 %     6,768,491       21 %     20,991,429       27 %     13,134,896       21 %
                                                                 

Operating Expenses:

                                                               

Selling, general and administrative expenses

    5,322,514       14 %     4,392,964       14 %     10,719,797       14 %     9,362,048       15 %

Operating Income

    5,152,364       14 %     2,375,527       7 %     10,271,632       13 %     3,772,848       6 %
                                                                 

Other (Income) Expenses:

                                                               

Interest charges

    366,101       1 %     154,065       0 %     735,904       1 %     415,081       1 %

Unrealized (gain) loss on investments

    (177,515 )     0 %     608,954       2 %     (118,482 )             434,069          

Other (income) expense

    (345,968 )     -1 %     16,838       0 %     (344,971 )     0 %     (313,063 )     0 %

Total Other (Income) and Expenses

    (157,382 )     0 %     779,857       2 %     272,451       0 %     536,087       1 %

Income before Income Taxes

    5,309,746       14 %     1,595,670       5 %     9,999,181       13 %     3,236,761       5 %

Income tax expense

    1,458,404       4 %     424,406       1 %     2,756,366       4 %     999,622       2 %

Net income

  $ 3,851,342       10 %   $ 1,171,264       4 %   $ 7,242,815       9 %   $ 2,237,139       4 %
                                                                 

Net income per common share

                                                               

Basic

  $ 1.10             $ 0.34             $ 2.07             $ 0.65          

Diluted

  $ 1.09             $ 0.34             $ 2.07             $ 0.65          
                                                                 

Weighted average shares outstanding

                                                               

Basic

    3,507,108               3,464,765               3,504,978               3,449,465          

Diluted

    3,518,386               3,464,765               3,507,286               3,449,465          

 

 

 

 

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

 

Six Months Ended

 

TTM Ended

   

June 30,

 

June 30,

 

June 30,

                     
   

2023

 

2022

 

2023

 

2022

 

2023

Net income

 

$ 3,851,342

 

$ 1,171,264

 

$ 7,242,815

 

$ 2,237,139

 

$ 11,567,079

Addback:

                   

Interest charges

 

366,101

 

154,065

 

735,904

 

415,081

 

1,459,047

Income tax expense

 

1,458,404

 

424,406

 

2,756,366

 

999,622

 

2,927,535

Depreciation and amortization

 

1,112,671

 

923,254

 

2,024,296

 

1,855,257

 

3,919,844

Non-cash stock-based compensation expense

 

436,123

 

19,807

 

928,788

 

918,114

 

968,402

Amortization of right of use assets

 

394,846

 

364,956

 

792,382

 

647,471

 

1,851,721

Unrealized loss (gain) on investments in equity securities

 

(177,515)

 

608,954

 

(118,482)

 

434,069

 

307,722

Gain on reversal of contingent liability           (750,000)

Non-recurring transaction charges

 

 

184,262

 

 

204,737

 

41,289

                     

EBITDA As Defined

 

$ 7,441,972

 

$ 3,850,968

 

$ 14,362,068

 

$ 7,711,490

 

$ 22,292,638

 

 

 

 
v3.23.2
Document And Entity Information
Aug. 09, 2023
Document Information [Line Items]  
Entity, Registrant Name Crawford United Corporation
Document, Type 8-K
Document, Period End Date Aug. 09, 2023
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

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