false 0000047307 0000047307 2024-11-06 2024-11-06
 
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): November 6, 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 November 6, 2024, Crawford United Corporation, (the “Company”) issued a news release announcing its results for the third quarter of 2024.  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: November 6, 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 November 6, 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

 

November 6, 2024

FOR IMMEDIATE RELEASE

 

 

Crawford United Corporation Announces Third Quarter 2024 Results

 

 

Earnings per share of $0.95 for the quarter and $2.72 year-to-date
  Sales of $112.8 million for the year, 2.5% ahead of last year's record pace
 

Improved sales, operating income, net income and EBITDA As Defined1 compared to Q3 2023
 

Completed acquisition of Advanced Industrial Coatings

 
 
CLEVELAND, OHIO, November 6, 2024 – Crawford United Corporation (OTC: CRAWA), a growth-oriented holding company serving diverse markets, today reported results for the quarter ended September 30, 2024.
 

For the quarter ended September 30, 2024, sales were $36.7 million compared with $33.6 million in the same period in 2023, an increase of 9.2%. In the quarter, the Company recorded operating income of $5.3 million compared with operating income of $4.3 million in the same quarter of the prior year, an increase of 22.4%. Net income was $3.4 million or $0.95 per fully diluted share, compared to $2.8 million or $0.80 per fully diluted share, in the third quarter of 2023, an increase of 19.7%. EBITDA As Defined was $6.8 million in the quarter compared to $6.1 million in the same quarter of the prior year, an increase of 10.1%.

 

For the year-to-date period ended September 30, 2024, sales were $112.8 million compared with $110.1 million in the same period in 2023, an increase of 2.5%. For the year-to-date period, the Company recorded operating income of $14.9 million compared with operating income of $14.6 million in the same period of the prior year, an increase of 2.6%. Net income was $9.6 million or $2.72 per fully diluted share, compared to $10.1 million or $2.86 per fully diluted share, in the same period of 2023, a decrease of 4.1%. EBITDA As Defined1 was $20.1 million in the year-to-date period compared to $20.5 million in the same period of the prior year, a decrease of 1.8%.

 

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. So far in 2024, we have completed two acquisitions to strengthen our presence in the aerospace and defense market. 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, 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 conflicts 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 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

         

Nine Months Ended

 
 

September 30,

         

September 30,

 
                                                     
 

2024

         

2023

           

2024

         

2023

   

Sales

$ 36,736,228 100 %       $ 33,641,513 100 %         $ 112,811,955 100 %       $ 110,058,884 100 %

Cost of sales

  26,048,576 71 %         24,732,181 74 %           81,467,956 72 %         80,158,123 73 %

Gross Profit

  10,687,652 29 %         8,909,332 26 %           31,343,999 28 %         29,900,761 27 %
                                                     

Operating Expenses:

                                                   

Selling, general and administrative expenses

  5,429,209 14 %         4,612,364 14 %           16,395,286 15 %         15,332,161 14 %

Operating Income

  5,258,443 15 %         4,296,968 12 %           14,948,713 13 %         14,568,600 13 %
                                                     

Other Expense and (Income):

                                                   

Interest charges

  262,130 1 %         294,825 1 %           804,028 1 %         1,030,729 1 %

(Gain) loss on investments

  (12,059) 0 %         135,522 0 %           367,407 0 %         17,040 0 %

Other expense (income), net

  303,013 1 %         (599) 0 %           369,718 0 %         (345,569) 0 %

Total Other Expense and (Income)

  553,084 2 %         429,748 1 %           1,541,153 1 %         702,200 1 %

Income before Income Taxes

  4,705,359 13 %         3,867,220 11 %           13,407,560 12 %         13,866,400 12 %
                                                     

Income tax expense

  1,336,148 4 %         1,052,484 3 %           3,758,008 3 %         3,808,850 3 %

Net Income

$ 3,369,211 9 %       $ 2,814,736 8 %         $ 9,649,552 9 %       $ 10,057,550 9 %
                                                     

Net income per common share

                                                   

Basic

$ 0.95           $ 0.80             $ 2.73           $ 2.87    

Diluted

$ 0.95           $ 0.80             $ 2.72           $ 2.86    
                                                     

Weighted average shares outstanding

                                                   

Basic

  3,540,746             3,510,740               3,538,148             3,506,920    

Diluted

  3,557,881             3,536,697               3,549,552             3,519,672    

 

 

 

 

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

 

Nine Months Ended

   

September 30,

 

September 30,

                 
   

2024

 

2023

 

2024

 

2023

Net Income

 

$ 3,369,211

 

$ 2,814,736

 

$ 9,649,552

 

$ 10,057,550

Addback:

               

Interest charges

 

262,130

 

294,825

 

804,028

 

1,030,729

Income tax expense

 

1,336,148

 

1,052,484

 

3,758,008

 

3,808,850

Depreciation and amortization

 

1,034,301

 

1,132,262

 

3,039,681

 

3,156,558

Non-cash stock-based compensation expense

 

232,225

 

224,317

 

1,076,804

 

1,153,105

Amortization of right of use assets

 

299,893

 

474,978

 

1,081,245

 

1,267,360

(Gain) loss on investments in equity securities

 

(12,059)

 

135,522

 

367,407

 

17,040

Non-recurring transaction charges

 

228,771

 

-

 

341,422

 

-

                 

EBITDA As Defined

 

$ 6,750,620

 

$ 6,129,124

 

$ 20,118,147

 

$ 20,491,192

 
v3.24.3
Document And Entity Information
Nov. 06, 2024
Document Information [Line Items]  
Entity, Registrant Name Crawford United Corporation
Document, Type 8-K
Document, Period End Date Nov. 06, 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

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