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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 September 30, 2024

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

 

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

 

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

 

As of November 4, 2024, 2,807,548 shares of Class A Common Stock and 731,848 shares of Class B Common Stock were outstanding.

 

 

1

 

 

 

PART I

 

ITEM 1. FINANCIAL STATEMENTS

 

CRAWFORD UNITED CORPORATION

CONSOLIDATED BALANCE SHEET

 

  

(Unaudited)

     
  

September 30,

  

December 31,

 
  

2024

  

2023

 

ASSETS

        

Current Assets:

        

Cash and cash equivalents

 $1,996,411  $1,647,175 

Accounts receivable less allowance for doubtful accounts

  24,841,261   19,671,833 

Contract assets

  3,592,502   4,822,347 

Inventories less allowance for obsolete inventory

  18,316,060   17,672,622 

Investments

  -   665,301 

Refundable tax asset

  364,456   - 

Prepaid expenses and other current assets

  1,210,162   1,303,780 

Total Current Assets

  50,320,852   45,783,058 

Property, plant and equipment, net

  24,623,835   14,686,190 

Operating lease right of use asset, net

  7,230,196   8,356,903 

Other Assets:

        

Goodwill

  17,449,000   16,453,049 

Intangibles, net of accumulated amortization

  10,754,338   8,252,600 

Other non-current assets

  94,798   107,798 

Total Non-Current Other Assets

  28,298,136   24,813,447 

Total Assets

 $110,473,019  $93,639,598 
         

LIABILITIES AND STOCKHOLDERS’ EQUITY

        

Current Liabilities:

        

Notes payable – current

 $642,556  $824,226 

Bank debt – current

  139,287   - 

Operating lease liabilities – current

  1,384,760   1,714,174 

Accounts payable

  12,103,480   11,168,308 

Unearned revenue

  6,238,391   5,596,706 

Accrued income taxes

  -   539,876 

Accrued expenses

  3,988,193   3,292,787 

Total Current Liabilities

  24,496,667   23,136,077 

Long-Term Liabilities:

        

Notes payable

  38,526   470,209 

Bank debt

  11,397,889   5,096,672 

Operating lease liabilities – noncurrent

  6,053,220   6,901,043 

Deferred income taxes

  310,250   310,250 

Total Long-Term Liabilities

  17,799,885   12,778,174 

Stockholders' Equity:

        

Class A common shares - 10,000,000 shares authorized, 2,870,107 issued at September 30, 2024 and 2,832,966 issued at December 31, 2023

  9,985,801   8,878,986 

Class B common shares - 2,500,000 shares authorized, 914,283 shares issued at September 30, 2024 and December 31, 2023

  1,465,522   1,465,522 

Contributed capital

  1,741,901   1,741,901 

Treasury shares

  (2,542,273)  (2,237,026)

Class A common shares – 62,375 treasury shares held at September 30, 2024 and 54,074 shares held at December 31, 2023

        

Class B common shares – 182,435 treasury shares held at September 30, 2024 and December 31, 2023

        

Retained earnings

  57,525,516   47,875,964 

Total Stockholders' Equity

  68,176,467   57,725,347 

Total Liabilities and Stockholders' Equity

 $110,473,019  $93,639,598 

 

See accompanying notes to consolidated financial statements

 

2

 

 

CRAWFORD UNITED CORPORATION

CONSOLIDATED STATEMENT OF INCOME (Unaudited)

 

  

Three Months Ended

  

Nine Months Ended

 
  

September 30,

  

September 30,

 
  

2024

  

2023

  

2024

  

2023

 
                 

Total Sales

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

Cost of Sales

  26,048,576   24,732,181   81,467,956   80,158,123 

Gross Profit

  10,687,652   8,909,332   31,343,999   29,900,761 
                 

Operating Expenses:

                

Selling, general and administrative expenses

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

Operating Income

  5,258,443   4,296,968   14,948,713   14,568,600 
                 

Other Expenses and (Income):

                

Interest charges

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

(Gain) loss on investments

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

Other expense (income), net

  303,013   (599)  369,718   (345,569)

Total Other Expenses and (Income)

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

Income before Provision for Income Taxes

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

Income tax expense

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

Net Income

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

Net Income Per Common Share - Basic

 $0.95  $0.80  $2.73  $2.87 
                 

Net Income Per Common Share - Diluted

 $0.95  $0.80  $2.72  $2.86 
                 

Weighted Average Shares of Common Stock 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 

 

See accompanying notes to consolidated financial statements

 

3

 
 

 

CRAWFORD UNITED CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited)

 

Three Months Ended September 30, 2024 and 2023

 

  

COMMON SHARES -

                 
  

NO PAR VALUE

                 
          

CONTRIBUTED

  

TREASURY

  

RETAINED

     
  

CLASS A

  

CLASS B

  

CAPITAL

  

SHARES

  

EARNINGS

  

TOTAL

 
                         

Balance at June 30, 2024

 $9,753,576  $1,465,522  $1,741,901  $(2,489,295) $54,156,306  $64,628,010 

Share-based compensation expense

  232,225   -   -   -   -   232,225 

Share repurchase

  -   -   -   (52,979)  -   (52,979)

Net Income

  -   -   -   -   3,369,211   3,369,211 

Balance at September 30, 2024

 $9,985,801  $1,465,522  $1,741,901  $(2,542,273) $57,525,516  $68,176,467 

 

  

COMMON SHARES

          

COMMON SHARES

 
  

ISSUED

  

TREASURY SHARES

  

OUTSTANDING

 
  

CLASS A

  

CLASS B

  

CLASS A

  

CLASS B

  

CLASS A

  

CLASS B

 
                         

Balance at June 30, 2024

  2,870,107   914,283   61,047   182,435   2,809,060   731,848 

Share repurchase

  -   -   1,328   -   (1,328)  - 

Balance at September 30, 2024

  2,870,107   914,283   62,375   182,435   2,807,732   731,848 

 

   

COMMON SHARES -

                                 
   

NO PAR VALUE

                                 
                   

CONTRIBUTED

   

TREASURY

   

RETAINED

         
   

CLASS A

   

CLASS B

   

CAPITAL

   

SHARES

   

EARNINGS

   

TOTAL

 
                                                 

Balance at June 30, 2023

  $ 8,430,351     $ 1,465,522     $ 1,741,901     $ (2,237,027 )   $ 41,823,986     $ 51,224,732  

Share-based compensation expense

    224,317       -       -       -       -       224,317  

Net Income

    -       -       -       -       2,814,736       2,814,736  

Balance at September 30, 2023

  $ 8,654,668     $ 1,465,522     $ 1,741,901     $ (2,237,027 )   $ 44,638,722     $ 54,263,786  

 

   

COMMON SHARES

                   

COMMON SHARES

 
   

ISSUED

   

TREASURY SHARES

   

OUTSTANDING

 
   

CLASS A

   

CLASS B

   

CLASS A

   

CLASS B

   

CLASS A

   

CLASS B

 
                                                 

Balance at June 30, 2023

    2,832,966       914,283       54,074       182,435       2,778,892       731,848  

Balance at September 30, 2023

    2,832,966       914,283       54,074       182,435       2,778,892       731,848  

 

4

 

CRAWFORD UNITED CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited)

 

Nine Months Ended September 30, 2024 and 2023

 

   

COMMON SHARES -

                                 
   

NO PAR VALUE

                                 
                   

CONTRIBUTED

   

TREASURY

   

RETAINED

         
   

CLASS A

   

CLASS B

   

CAPITAL

   

SHARES

   

EARNINGS

   

TOTAL

 
                                                 

Balance at December 31, 2023

  $ 8,878,986     $ 1,465,522     $ 1,741,901     $ (2,237,026 )   $ 47,875,964     $ 57,725,347  

Share-based compensation expense

    1,076,804       -       -       -       -       1,076,804  

Stock issuance (see note 6)

    30,011       -       -       -       -       30,011  

Share repurchase

    -       -       -       (305,247 )     -       (305,247 )

Net Income

    -       -       -       -       9,649,552       9,649,552  

Balance at September 30, 2024

  $ 9,985,801     $ 1,465,522     $ 1,741,901     $ (2,542,273 )   $ 57,525,516     $ 68,176,467  

 

   

COMMON SHARES

                   

COMMON SHARES

 
   

ISSUED

   

TREASURY SHARES

   

OUTSTANDING

 
   

CLASS A

   

CLASS B

   

CLASS A

   

CLASS B

   

CLASS A

   

CLASS B

 
                                                 

Balance at December 31, 2023

    2,832,966       914,283       54,074       182,435       2,778,892       731,848  

Stock awards issued to directors and officers

    36,400       -       -       -       36,400       -  

Stock issuance (see note 6)

    741       -       -       -       741       -  

Share repurchase

    -       -       8,301       -       (8,301 )     -  

Balance at September 30, 2024

    2,870,107       914,283       62,375       182,435       2,807,732       731,848  

 

   

COMMON SHARES -

                                 
   

NO PAR VALUE

                                 
                   

CONTRIBUTED

   

TREASURY

   

RETAINED

         
   

CLASS A

   

CLASS B

   

CAPITAL

   

SHARES

   

EARNINGS

   

TOTAL

 

Balance at December 31, 2022

  $ 7,351,563     $ 1,465,522     $ 1,741,901     $ (2,125,252 )   $ 34,581,171     $ 43,014,905  

Share-based compensation expense

    1,153,105       -       -       -       -       1,153,105  

Stock issuance (see note 6)

    150,000       -       -       -       -       150,000  

Share repurchase

    -       -       -       (111,775 )     -       (111,775 )

Net Income

    -       -       -       -       10,057,550       10,057,550  

Balance at September 30, 2023

  $ 8,654,668     $ 1,465,522     $ 1,741,901     $ (2,237,027 )   $ 44,638,722     $ 54,263,786  

 

   

COMMON SHARES

                   

COMMON SHARES

 
   

ISSUED

   

TREASURY SHARES

   

OUTSTANDING

 
   

CLASS A

   

CLASS B

   

CLASS A

   

CLASS B

   

CLASS A

   

CLASS B

 

Balance at December 31, 2022

    2,791,449       914,283       47,412       182,435       2,744,037       731,848  

Stock awards issued to directors and officers

    34,700       -       -       -       34,700       -  

Stock issuance (see note 6)

    7,317       -       -       -       7,317       -  

Stock forfeit

    (500 )     -       -       -       (500 )     -  

Share repurchase

    -       -       6,662       -       (6,662 )     -  

Balance at September 30, 2023

    2,832,966       914,283       54,074       182,435       2,778,892       731,848  

 

5

 

 

CRAWFORD UNITED CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOW (Unaudited)

 

 

 

   

Nine Months Ended September 30,

 
   

2024

   

2023

 

Cash Flows from Operating Activities

               

Net Income

  $ 9,649,552     $ 10,057,550  

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

               

Depreciation and amortization

    3,059,250       3,156,558  

Loss on investments in equity securities

    367,407       17,040  

Amortization of right of use assets

    1,081,245       1,267,360  

Loss on disposal of assets

    -       59,237  

Share-based compensation expense

    1,076,804       1,153,105  

Changes in assets and liabilities:

               

Accounts receivable

    (3,861,945 )     (2,578,233 )

Inventories

    498,088       (621,222 )

Contract assets

    1,229,845       64,529  

Prepaid expenses & other assets

    196,089       378,681  

Right of use assets

    96,017       (457,317 )

Other noncurrent assets

    13,000       240,246  

Accounts payable

    781,637       (2,671,465 )

Lease liabilities

    (1,177,237 )     (673,160 )

Accrued income taxes

    (904,332 )     (1,030,135 )

Other current liabilities

    669,300       389,529  

Unearned revenue

    548,960       2,218,573  

Total adjustments

    3,674,128       913,326  

Net Cash Provided by Operating Activities

    13,323,680       10,970,876  

Cash Flows from Investing Activities

               

Cash paid for business acquisitions, net

    (10,849,750 )     -  

Proceeds from sale of property, plant and equipment

    72,000       -  

Sale of investments

    297,894       -  

Capital expenditures

    (2,127,673 )     (1,394,192 )

Net Cash (Used in) Investing Activities

    (12,607,529 )     (1,394,192 )

Cash Flows from Financing Activities

               

Payments on notes

    (613,353 )     (1,657,749 )

Payments on bank debt

    (15,266,057 )     (14,246,403 )

Borrowings on bank debt

    15,915,025       6,741,084  

Payments for debt issue costs

    (97,283 )     -  

Share repurchase

    (305,247 )     (111,775 )

Net Cash (Used in) Financing Activities

    (366,915 )     (9,274,843 )

Net Increase in cash and cash equivalents

    349,236       301,841  

Cash and cash equivalents at beginning of period

    1,647,175       1,247,627  

Cash and cash equivalents at end of period

  $ 1,996,411     $ 1,549,468  

Supplemental disclosures of cash flow information

               

Interest Paid

  $ 792,650     $ 1,002,952  

Supplemental disclosures of noncash financing and investing activity

               

Additions to ROU assets obtained from new operating lease liabilities

  $ 1,305,940     $ 457,808  

Purchase accounting adjustment to Goodwill for a change in inventory

  $ -     $ 147,591  

Purchase accounting adjustment to Goodwill for a change in fixed assets

  $ -     $ 73,520  

Assumption of debt for purchase of real-estate

  $ 5,869,250     $ -  

Issuance of Class A common shares for capital expenditures

  $ 30,011     $ 150,000  

 

See accompanying notes to consolidated financial statements

 

6

 

 

CRAWFORD UNITED CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 2024

 

 

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 considered necessary for a fair presentation have been included. Certain prior period financial information has been reclassified to conform to the current presentation. Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ended December 31, 2024. 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 year ended December 31, 2023

 

During the nine-month period ended  September 30, 2024 there have been no changes to the Company's 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 year ended December 31, 2023.

 

Recent Accounting Pronouncements

 

In  November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This ASU enhances reportable segment disclosures on both an annual and interim basis primarily in regard to the disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within the reported measure(s) of segment profit or loss. In addition, the ASU requires disclosure, by segment, of other items included in the reported measure(s) of segment profit or loss, including qualitative information describing the composition, nature and type of each item. The ASU also expands disclosure requirements related to the CODM, including how the reported measure(s) of segment profit or loss are used to assess segment performance and allocate resources, the method used to allocate overhead for significant segment expenses and others. Lastly, all previously required annual segment reporting disclosures under Topic 280 will also be required for interim periods. The ASU is effective for fiscal years beginning after  December 15, 2023, and interim periods within fiscal years beginning after  December 15, 2024, with early adoption permitted. The Company is evaluating the impact of adopting this ASU.

 

In  December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This ASU enhances income tax disclosures by providing information to better assess how an entity’s operations, related tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. This ASU requires additional disclosures to the annual effective tax rate reconciliation including specific categories and further disaggregated reconciling items that meet the quantitative threshold. Additionally, the ASU requires disclosures relating to income tax expense and payments made to federal, state, local and foreign jurisdictions. This ASU is effective for fiscal years and interim periods beginning after  December 15, 2024. The Company is evaluating the impact of adopting this ASU.

 

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:

 

7

 

* 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.

 

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.

 

The following is a description of the valuation methodologies used for the Company's 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 balance of accounts receivable, net was $24,841,261, $19,671,833, and $21,884,807 at September 30, 2024 December 31, 2023  and December 31, 2022, respectively.

 

The Company establishes an allowance for credit losses based upon factors surrounding the credit risk of specific customers, historical trends and other information relevant to estimating expected credit losses. The reserve for credit losses was $94,719, $105,223, and $143,631 at September 30, 2024 December 31, 2023, and December 31, 2022, respectively.

  

 

4.  INVENTORY

 

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

 

  

September 30,

  

December 31,

 
  

2024

  

2023

 

Raw materials and component parts

 $4,422,348  $3,989,444 

Work-in-process

  4,729,833   4,514,263 

Finished products

  9,943,277   9,846,694 

Total inventory

 $19,095,458  $18,350,401 

Less: inventory reserves

  779,398   677,779 

Net inventory

 $18,316,060  $17,672,622 

 

8

 
  
 

5. GOODWILL AND OTHER INTANGIBLE ASSETS, NET

 

Goodwill represents the excess of cost over the fair value of identifiable assets acquired. U.S. GAAP requires that both indefinite-lived intangible assets and goodwill are tested for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not (i.e., a likelihood greater than 50%) that the intangible asset or the reporting unit is impaired. During interim periods, ASC 350 requires companies to focus on those events and circumstances that affect the significant inputs used to determine the fair value of the asset group or reporting unit to determine whether an interim quantitative impairment test is required. The Company performed its annual impairment test for goodwill and intangible assets as of the last day of the fourth quarter. The Company first assessed certain qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible assets is less than its carrying amount, and whether it is therefore necessary to perform the quantitative impairment test. In 2023, for all reporting units other than CAD Enterprises the qualitative analysis indicated that a quantitative analysis was not necessary. For the identified reporting unit, impairment testing was performed as of  December 31, 2023 using an income approach based on management’s determination of the prospective financial information, and no indefinite-lived intangible assets or goodwill was determined to be impaired.

 

There were no impairment indicators identified during the nine-month periods ended September 30, 2024 or September 30, 2023.

 

Goodwill increased by $1.0 million from $16.5 million at  December 31, 2023 to $17.4 million at  September 30, 2024. The increase in Goodwill was driven by an addition of $1.0 million in the Industrial and Transportation Products segment related to the acquisition of Heany Industries, LLC ("Heany") and Advanced Industrial Coatings, LLC ("AIC") in the first and third quarters of 2024, respectively. Goodwill increased by $0.2 million from $16.2 million at  December 31, 2022 to $16.5 million at December 31, 2023. The increase in Goodwill was driven by a purchase accounting adjustment to Goodwill, recorded in the second quarter of 2023, for Knitting Machinery Company of America (KMC).

 

Goodwill by reportable segment is as follows:

  

  

September 30,

  

December 31,

 
  

2024

  

2023

 

Commercial Air Handling Equipment Segment:

        

Beginning Balance

 $478,256  $478,256 

Acquisitions

  -   - 

Adjustments

  -   - 

Ending Balance

 $478,256  $478,256 
         

Industrial and Transportation Products Segment:

        

Beginning Balance

 $15,974,793  $15,753,682 

Acquisitions

  995,951   - 

Adjustments

  -   221,111 

Ending Balance

 $16,970,744  $15,974,793 
         

Total Company:

        

Beginning Balance

 $16,453,049  $16,231,938 

Acquisitions

  995,951   - 

Adjustments

  -   221,111 

Ending Balance

 $17,449,000  $16,453,049 

 

The Company's intangible assets have primarily been generated via acquisitions. Intangibles are being amortized on a straight-line basis over periods ranging from one to 15 years.

 

Intangible assets consist of the following:

 

  

September 30,

  

December 31,

 
  

2024

  

2023

 

Customer list intangibles

 $12,754,320  $9,316,000 

Non-compete agreements

  200,000   200,000 

Trademarks

  4,597,430   4,466,899 

Total intangible assets

  17,551,750   13,982,899 

Less: accumulated amortization

  6,797,412   5,730,299 

Intangible assets, net

 $10,754,338  $8,252,600 

 

Amortization of intangible assets was $366,442 and $315,302 for the three months ended September 30, 2024 and 2023, respectively and $1,067,113 and $945,907 for the nine months ended September 30, 2024 and 2023, respectively.

 

 

Intangible amortization for the remainder of 2024 and the next four years is expected to be as follows:

   
 

Amortization in future periods

Remainder of 2024

$378,497

2025

 1,513,988

2026

 1,186,123

2027

 1,070,076

2028

 1,011,894

 

9

 
  
 

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 expensed as incurred. Property, plant and equipment are as follows:

 

  

September 30,

  

December 31,

 
  

2024

  

2023

 

Land

 $1,133,034  $231,034 

Buildings and improvements

  10,860,633   3,760,203 

Machinery & equipment

  28,632,544   24,851,703 

Total property, plant & equipment

  40,626,211   28,842,940 

Less: accumulated depreciation

  16,002,376   14,156,750 

Property plant & equipment, net

 $24,623,835  $14,686,190 

 

During the second quarter of 2024, the Company issued 741 Class A Common Shares, valued at $30,011, to Air Power Dynamics, LLC in an arms-length exchange for an aerospace tooling machine. During the second quarter of 2023, the Company issued 7,317 Class A Common Shares, valued at $150,000, to Air Power Dynamics, LLC in an arms-length exchange for a different aerospace tooling machine. Air Power Dynamics, LLC is controlled by Ambassador Edward Crawford, who is the chairman of the Company's board. 

 

During the first quarter of 2024, the Company acquired Heany, which included property, plant and equipment valued at $2.2 million. During the second quarter of 2024, the Company exercised a purchase option for the building and land that CAD Enterprises, Inc. ("CAD") operates out of for $6.9 million, which was financed as described in the bank debt footnote (Note 8). 

 

During the third quarter of 2024, the Company acquired AIC, which included property, plant and equipment valued at $1.9 million.

 

Depreciation expense was $667,859 and $806,639 for the three months ended September 30, 2024 and 2023, respectively and $1,972,568 and $2,177,123 for the nine months ended September 30, 2024 and 2023, respectively.

 

 

7.  INVESTMENTS IN EQUITY SECURITIES

 

Investments in equity securities are valued based on quoted stock prices in active markets, thus Level 1 in the fair value hierarchy.

 

As of September 30, 2024 the Company no longer held shares of common stock in any other public company. All changes in fair value are recognized in net income at the end of each reporting period. At December 31, 2023, the fair value was $665,301. The decrease during the nine months ended September 30, 2024 was a result of a decline in share price as well as the Company selling shares for proceeds of $297,894.

 

As of September 30, 2023, the fair value was $640,931. At December 31, 2022, the fair value was $657,971. The decrease during the nine months ended September 30, 2023 was exclusively a result of a decrease in share price. No shares were purchased or sold in 2023.

 

 

10

 
  
 

8.  BANK DEBT 

 

The Company and certain of its subsidiaries are parties to a Credit Agreement with JPMorgan Chase Bank, N.A. as lender (as amended, the “Credit Agreement”).

 

The Company entered into a sixth amendment to the Credit Agreement on  June 12, 2023. The most significant change in the amended Credit Agreement was the discontinued use of LIBOR as a reference rate, with the adoption of the Federal Reserve Bank of New York's Secured Overnight Financing Rate (SOFR) as the primary reference rate. This change was anticipated and aligns with the US Dollar LIBOR panel ceasing on  June 30, 2023.  

 

The Company entered into a seventh amendment to the Credit Agreement on  November 27, 2023. The Seventh Amendment to the Credit Agreement, among other things, extended the maturity date of the underlying credit facility from  June 1, 2024 to  June 1, 2027, and increases the maximum annual amount that the Company and its subsidiaries  may pay in dividends or other restricted payments to $2,000,000 from $1,250,000.

 

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 SOFR (previously LIBOR) plus applicable margins of (i) (0.25%) for Prime Rate loans and (ii) 1.75% for SOFR (previously LIBOR) loans. 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.

 

On May 16, 2024, North 52nd Properties LLC (the “Purchaser”), a subsidiary of the Company, purchased certain real property located in Phoenix, Arizona (the “Real Property”) for $6.9 million (the “Purchase Price”) from Loudermilk, Inc. and its affiliate. The Real Property is utilized by the Company’s subsidiary, CAD, and was previously leased by CAD. The Company exercised its option to purchase the Real Property, which was independently appraised at a value substantially in excess of the Purchase Price. The purchase of the Real Property was financed with a loan of approximately $5.9 million by MidFirst Bank (the “Lender”) to the Purchaser made pursuant to a Loan Agreement dated  May 16, 2024 by and between the Purchaser and the Lender (the “Loan Agreement”). The loan is secured by the Real Property and guaranteed by the Company and CAD, accrues interest at an annual rate of 7.14%, and is payable in monthly installments until the May 16, 2034 maturity date. The Loan Agreement provides for customary covenants and events of default, including covenants which require the Company to maintain a fixed charge coverage ratio of not less than 1.2x and a tangible net worth of not less than $10 million, each as of the end of any fiscal year. If the loan is repaid within the next five years, it may be subject to a prepayment premium as further described in the Loan Agreement. The Company entered into an eighth amendment to the Credit Agreement on May 16, 2024, which adopted amendments necessary to permit the purchase of the Real Property and the financing of the purchase pursuant to the Loan Agreement.

 

The Company was in compliance with all covenants under the Credit Agreement and Loan Agreement at September 30, 2024.

 

Bank debt balances consist of the following:

 

  

September 30,

  

December 31,

 
  

2024

  

2023

 

Term debt

 $5,826,531  $- 

Revolving debt

  5,803,875   5,112,187 

Total Bank debt

  11,630,406   5,112,187 

Less: current portion

  139,287   - 

Non-current bank debt

  11,491,119   5,112,187 

Less: unamortized debt costs

  93,230   15,515 

Net non-current bank debt

 $11,397,889  $5,096,672 

 

The Company had $24.2 million and $24.9 million available to borrow on the revolving credit facility at September 30, 2024 and  December 31, 2023, respectively. Although borrowings on the revolving credit facility remained relatively consistent during the period ended September 30, 2024, the facility was utilized to finance the acquisitions of Heany for $6.6 million and AIC for $4.3 million, with these increases largely offset by repayments made during the current year to date period.

 

11

 
  
 

9.     NOTES PAYABLE

 

Notes Payable Related Party

In connection with the Komtek Forge acquisition, on  January 15, 2021, the Company refinanced its previously 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 Ambassador Edward Crawford and Matthew Crawford, both of whom serve on the Board of Directors of the Company.

 

Notes payable consists of the following: 

 

  

September 30,

  

December 31,

 
  

2024

  

2023

 

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 and maturing on October 15, 2025

 $681,082  $1,294,435 

Total notes payable

  681,082   1,294,435 

Less: current portion

  642,556   824,226 

Notes payable – non-current portion

 $38,526  $470,209 

 

12

 
  
 

10. LEASES

 

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

 

Supplemental balance sheet information related to leases:

 

  

September 30,

  

December 31,

 
  

2024

  

2023

 

Operating leases:

        

Operating lease right-of-use assets, net

 $7,230,196  $8,356,903 
         

Operating lease liabilities – current

  1,384,760   1,714,174 

Operating lease liabilities – noncurrent

  6,053,220   6,901,043 

Total operating lease liabilities

 $7,437,980  $8,615,217 

Weighted Average Remaining Lease Term

        

Operating Leases (in years)

  7.7   7.1 

Weighted Average Discount Rate

        

Operating Leases

  5.3%  5.0%

  

 

11. EARNINGS PER COMMON SHARE 

 

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

 

   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

 
                                 
   

2024

   

2023

   

2024

   

2023

 
                                 

Earnings Per Share - Basic

                               

Net Income

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

Weighted average shares of common stock outstanding - Basic

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

Earnings Per Share - Basic

  $ 0.95     $ 0.80     $ 2.73     $ 2.87  
                                 

Earnings Per Share - Diluted

                               

Weighted average shares of common stock outstanding - Basic

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

Unvested Restricted Stock Awards

    17,135       25,957       11,404       12,752  

Weighted average shares of common stock - Diluted

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

Earnings Per Share - Diluted

  $ 0.95     $ 0.80     $ 2.72     $ 2.86  

 

13

 
 

 

 

12. ACQUISITIONS

 

Heany Industries, LLC

 

Effective January 2, 2024, Heany Industries, 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 Heany Industries, Inc, a New York corporation and specialist in materials engineering solutions for a variety of aerospace, industrial and bio-medical applications pursuant to an Asset Purchase Agreement. The acquired business is strategically important to the Company’s growing aerospace presence and has expanded its offerings and diversified its customer base. The purchase price, subject to customary post-closing adjustments was $6.6 million of cash and inclusive of the real estate on which Heany operates. The Company expects to finalize the purchase price allocation within the allowable measurement period. 

 

Total Consideration

 $6,550,000 
     

Cash

 $250 

Accounts Receivable

  540,177 

Inventory

  777,738 

Fixed Assets

  2,234,200 

Prepaid and Other Assets

  79,247 

Intangible Assets: Customer List & Trademarks

  2,102,000 

Goodwill

  921,010 

Total Assets Acquired

 $6,654,622 
     

Accounts Payable

 $60,047 

Accrued Expense

  44,575 

Total Liabilities Assumed

  104,622 

Total Fair Value

 $6,550,000 
     

Acquisition transaction costs incurred were:

 $226,181 

 

Goodwill has an assigned value of $0.9 million and represents the expected synergies generated by combining the operations of Heany and the Company. The Company has been a long-time customer of Heany and the acquisition allows for a strengthening of the supply chain. The acquired customer relationships have an assigned intangible asset value of $2.05 million, which was determined using an income approach. The residual intangible asset value relates to trademarks.

 

Advanced Industrial Coatings, LLC

 

Effective August 30, 2024, Advanced Industrial Coatings LLC, a Delaware limited liability company and indirect wholly-owned subsidiary of Crawford United Corporation, completed the acquisition of substantially all the assets of Advanced Industrial Coatings, Inc., a California corporation and specialist in fluoropolymers and other high-performance coatings solutions for the aerospace, semiconductor, medical, energy and other industrial sectors, pursuant to an Asset Purchase Agreement. The acquired business is strategically important to the Company’s growing aerospace presence and has expanded its offerings and diversified its customer base. The purchase price, subject to customary post-closing adjustments was $4.3 million of cash. The Company expects to finalize the purchase price allocation within the allowable measurement period. 

 

Total Consideration

 $4,300,000 
     

Accounts Receivable

 $767,306 

Inventory

  363,788 

Fixed Assets

  1,885,087 

Prepaid and Other Assets

  23,224 

Intangible Assets: Customer List & Trademarks

  1,387,320 

Goodwill

  74,942 

Total Assets Acquired

 $4,501,667 
     

Accounts Payable

 $93,488 

Accrued Expense

  15,454 

Deferred Revenue

  92,725 

Total Liabilities Assumed

  201,667 

Total Fair Value

 $4,300,000 
     

Acquisition transaction costs incurred were:

 $134,240 

 

Goodwill has an assigned value of $0.1 million and represents the expected synergies generated by combining the operations of AIC and the Company. The acquired customer relationships have an assigned intangible asset value of $1.4 million, which was determined using an income approach. 

 

Heany and AIC became borrowers and parties under the Credit Agreement in connection with the completion of their respective acquisitions. 

 

Sales and Net Income for the Acquired Companies

Sales and net income information for Heany and AIC since their respective acquisition dates for the nine months ended September 30, 2024 and 2023 are provided below.

 

  

Nine Months ended

  

Nine Months ended

 
  

September 30, 2024

  

September 30, 2023

 
  

Sales

  

Net Income

  

Sales

  

Net Income

 

Acquired Companies:

                

Heany Industries (acquired January 2, 2024)

 $4,443,382  $211,828  $-  $- 

Advanced Industrial Coatings (acquired August 30, 2024)

  405,182   60,253   -   - 

Subtotal Acquired Companies

 $4,848,564  $272,081  $-  $- 
                 

All Other Companies

  107,963,391   9,377,471   110,058,884   10,057,550 

Total

 $112,811,955  $9,649,552  $110,058,884  $10,057,550 

 

14

 
  
 

13. REVENUE RECOGNITION  

 

Revenue is recognized when the Company's 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, as control transfers under these arrangements.

 

Contract assets primarily relate to the Commercial Air Handling segment’s rights to consideration for progress on performance obligations, measured by the proportion of actual costs incurred to the total costs expected to complete the contract, but not contractually billable at the reporting date. The contract assets are reclassified into the receivables balance when the rights to receive payment become unconditional. Substantially all contract assets are expected to be billed and collected within twelve months. The Company has no history of material cancellations or write-offs involving its contract assets.

 

Unearned revenue represents amounts collected from, or invoiced to, a customer in advance of revenue recognition. The liability for unearned revenue is reversed when the Company satisfies its performance obligations, which are typically satisfied within twelve months, but could span up to twenty-four months. All unearned revenue is recorded as a current liability, as performance periods beyond one year are usually due to unexpected circumstances outside of the Company’s control such as construction delays.

 

At December 31, 2023, the unearned revenue balance was $5.6 million, substantially all of which was recognized during the nine months ended September 30, 2024.

 

 

14. SEGMENT AND RELATED INFORMATION  

 

The Company reports operations for two business segments: (1) Commercial Air Handling Equipment and (2) Industrial and Transportation Products. The identification of the Company’s operating segments is based on guidance in ASC 280-10-50-1. The Company's management evaluates segment performance based primarily on segment operating profit. Intangible assets are allocated to each segment and the related amortization of these assets are recorded in selling, general and administrative expenses. 

 

Both the Commercial Air Handling Equipment segment and the Industrial and Transportation Products segment engage in business activities from which they recognize revenues and incur expenses, including revenue and expenses relating to transactions with other components of the Company, which are eliminated in consolidation. The operating results for both the Commercial Air Handling Equipment segment and the Industrial and Transportation Products segment are reviewed regularly by our chief operating decision maker, the chief executive officer, 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 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 and pharmaceutical 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.

 

Industrial and Transportation Products: 

The Industrial and Transportation Products segment was added  July 1, 2016, when the Company purchased the assets of 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 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 specializes 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 LLC (name later changed to Global-Tek Colorado LLC or “Global-Tek Colorado”) in Longmont, Colorado on  March 2, 2021. Global-Tek and Global-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. 

 

15

 
 

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 Company purchased substantially all of the assets of Heany in Scottsville, New York on January 2, 2024. Heany is a specialist in materials engineering solutions for a variety of aerospace, industrial and bio-medical applications. The Company purchased substantially all of the assets of AIC in Stockton, California on August 30, 2024. AIC is a specialist in fluoropolymers and other high-performance coatings solutions for the aerospace, semiconductor, medical, energy and other industrial sectors.

 

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, components and coatings 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 and coatings, 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 twenty-four 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 charges not allocated to the segments: 

Corporate costs not directly attributable to a segment are aggregated here.

 

16

 
 

Information by industry segment is set forth below: 

 

  

Three Months Ended

  

Nine Months Ended

 
  

September 30,

  

September 30,

 
  

2024

  

2023

  

2024

  

2023

 

Sales summary by segment

                

Commercial Air Handling

 $15,934,797  $12,728,949  $49,344,640  $43,640,142 

Industrial and Transportation Products

 $20,801,431  $20,912,564  $63,467,315  $66,418,742 

Total Sales

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

Gross profit summary by segment

                

Commercial Air Handling

 $5,995,775  $4,303,355  $17,329,383  $13,773,039 

Industrial and Transportation Products

 $4,691,877  $4,605,977  $14,014,616  $16,127,722 

Total Gross Profit

 $10,687,652  $8,909,332  $31,343,999  $29,900,761 
                 

Segment operating profit

                

Commercial Air Handling

 $4,942,819  $3,339,289  $14,163,654  $10,742,038 

Industrial and Transportation Products

 $1,490,599  $1,948,255  $4,658,006  $7,745,106 

Total Segment Operating Profit

 $6,433,418  $5,287,544  $18,821,660  $18,487,144 
                 

Corporate charges not allocated to segments

 $1,174,975  $990,576  $3,872,947  $3,918,544 

Operating Income

 $5,258,443  $4,296,968  $14,948,713  $14,568,600 
                 

Interest charges

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

Loss (gain) on investments

 $(12,059) $135,522  $367,407  $17,040 

Other (income) expense, net

 $303,013  $(599) $369,718  $(345,569)

Income before Provision for Income Taxes

 $4,705,359  $3,867,220  $13,407,560  $13,866,400 

 

17

 
  
 

15. SUBSEQUENT EVENTS

 

None.

  

 

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS.

 

The following discussion is intended to assist in the understanding of the Company's financial position at September 30, 2024 and December 31, 2023, results of operations for the three and nine month periods ended September 30, 2024 and 2023, and cash flows for the nine months ended September 30, 2024 and 2023, 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 within the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. 

 

Items Affecting the Comparability of our Financial Results

 

The Company purchased substantially all of the operating assets of Heany Industries, Inc. ("Heany") located in Scottsville, New York on January 2, 2024.

 

The Company purchased substantially all of the operating assets of Advanced Industrial Coatings, Inc. ("AIC") located in Stockton, California on August 30, 2024.

 

Accordingly, in light of the timing of these transactions, the Company’s results for the three and nine month periods ended September 30, 2024 include the results of Heany and AIC in the Industrial and Transportation Products segment. Conversely, our results for the three and nine month periods ended September 30, 2023 do not include Heany and AIC.  

 

 

18

 
 

 

Results of Operations Three Months Ended September 30, 2024 and 2023

 

Sales for the quarter ended September 30, 2024 (“current quarter”) increased to $36.7 million, an increase of $3.1 million or 9.2% from sales of $33.6 million during the same quarter of the prior year. The increase in sales for the quarter ended September 30, 2024 was primarily driven by an increase in volume in the Company's Commercial Air Handling Segment offset by a small decrease in volume in the Company's Industrial and Transportation Product Segment. The overall increase in volume can be attributed to the increased demand for air handling units. Further insights into the performance of each segment are provided in the detailed discussions that follow.

 

    Cost of sales for the current quarter was $26.0 million compared to $24.7 million for the same quarter of the prior year, a slight increase of $1.3 million, or 5.3%, which is attributable to the increase in sales. Gross margin of 29.1% in the current quarter increased from 26.5% in the same quarter of the prior year. The margin improvement is due to a greater proportion of sales coming from our growing Commercial Air Handling segment which operates at higher margins, coupled with manufacturing efficiencies in that segment, which allowed for improved absorption of fixed costs.

 

Selling, general and administrative expenses (SG&A) in the current quarter were $5.4 million, compared to $4.6 million, in the same quarter of the prior year. This marginal increase in SG&A expenses, which remained stable as a percentage of our total sales, is primarily due to the acquisition of Heany and AIC during the first and third quarters of 2024, respectively, as well as other strategic investments in talent aimed at managing and supporting the Company's growth.

 

Interest charges in the current quarter were $0.3 million compared to $0.3 million in the same quarter of the prior year. Average total debt outstanding has decreased, but interest rates have increased slightly leading to interest expense remaining flat. Average total debt (including notes) and average interest rates for the current quarter were $13.6 million and 7.1%, respectively, compared to $15.4 million and 7.0%, respectively, in the same period of last year.

 

The gain on investment in the current quarter was immaterial. Additionally, during the current quarter the Company sold its remaining stock investment in another public company for proceeds of $0.1 million. The loss on investment in the prior year quarter of $0.1 million is attributed to market price change impacting the Company's stock investment. 

 

The Company had other expense of $0.3 million in the current quarter, primarily resulting from fees related to the acquisition of AIC. The Company had an immaterial amount of other expense for the same quarter of the prior year. 

 

Income tax expense in the current quarter was $1.3 million compared to $1.1 million in the same quarter of the prior year. Income tax expense is higher compared to the same quarter of the prior year primarily because of higher pre-tax income.

 

Net income in the current quarter was $3.4 million, or $0.95 per diluted share, as compared to net income of $2.8 million, or $0.80 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 September 30, 2024 increased to $15.9 million, an increase of approximately $3.2 million, or 25.2%, from sales of $12.7 million during the same period of the prior year. The consistent growth in reported sales in this segment highlights our sustained momentum in meeting the rising demand for clean air solutions. 

 

Segment operating profit in the Commercial Air Handling Equipment segment for the current quarter was $4.9 million, or 31.0%, compared to $3.3 million, or 26.2% in the same quarter of the prior year, an increase of $1.6 million or 480 basis points. This enhancement in segment operating profit and margin can be attributed to the expanded revenue base, which facilitates more efficient absorption of fixed costs. Another supporting factor of the improved margins has been the continued implementation of various efficiency and continuous improvement initiatives within our manufacturing processes. These strategic measures have further optimized operations and bolstered profitability. The segment's SG&A costs remained materially consistent compared to the same quarter of the prior year. 

 

Industrial and Transportation Products Segment

 

Sales in the Industrial and Transportation Products segment for the quarter ended September 30, 2024 were $20.8 million, a slight decrease of approximately $0.1 million, or 0.5%, from sales of $20.9 million during the same period of the prior year. The decrease in the current quarter was primarily the result of decreased demand for marine products, which was mostly offset by sales from our acquisitions of Heany and AIC of approximately $1.9 million. The decrease in marine products sales volume can be attributed to the cyclical nature of recreational boating demand whereby there was a pandemic-driven surge in demand lasting through the third quarter of 2023.  By design, this segment is diversified and operates across several industries. 

 

Segment operating profit in the Industrial and Transportation Products segment for the current quarter was $1.5 million, or 7.2%, compared to $1.9 million, or 9.3%, in the same quarter of the prior year, a decrease of $0.5 million or 220 basis points. As sales have remained flat despite the two acquisitions completed in 2024, the decrease in operating profit margin can mainly be attributed to the operating costs of the two new entities, Heany and AIC. Many of the underlying expenses within this segment are fixed in the short-term and our ability to absorb fixed cost has been negatively impacted. In response, we have implemented several strategic initiatives aimed at mitigating the effects on our margin and cash flows. These include optimizing our production processes to enhance efficiency and reduce costs, renegotiating supplier contracts to secure more favorable terms, and intensifying our focus on inventory management to minimize excess inventory. 

 

 

19

 

Results of Operations  Nine Months Ended September 30, 2024 and 2023

 

Sales for the nine months ended September 30, 2024 (“current year-to-date period”) increased to $112.8 million, a modest increase of $2.8 million or 2.5% from sales of $110.1 million during the same period of the prior year. The increase in sales for the nine months ended September 30, 2024 was primarily driven by an increase in volume in the Company's Commercial Air Handling Segment partially offset by a decrease in volume in the Company's Industrial and Transportation Product Segment. The overall increase in volume can largely be attributed to the macroeconomic trend of increased demand for air handling units being partially offset by decreased demand within the boating market. Further insights into the performance of each segment are provided in the detailed discussions that follow.

 

    Cost of sales for the nine months ended September 30, 2024 remained flat at $81.5 million compared to $80.2 million for the same period of the prior year.  Gross margin of 27.8% in the current year-to-date period exceeds 27.2% in the same period of the prior year. The gross margin improvement is largely due to a greater proportion of sales coming from the Commercial Air Handling segment which operates at higher margins.

 

SG&A expenses in the current year-to-date period were $16.4 million, compared to $15.3 million, in the same period of last year. SG&A costs have risen compared to the prior year period as we have strategically increased our investment in talent to support growth.

 

Interest charges in the current year-to-date period were $0.8 million compared to $1.0 million in the same period of the prior year. Average total debt outstanding has decreased, which has been partially offset by rising interest rates. Average total debt (including notes) and average interest rates for the current year-to-date period were $13.9 million and 7.1%, respectively, compared to $19.3 million and 6.7%, respectively, in the same period of last year.

 

The loss on investment in the current year-to-date period was $0.4 million due to changes in the market value of the Company's stock investment in another public company. Additionally, during the current year-to-date period the Company sold its remaining stock investment for proceeds of $0.3 million. The loss on investment in the same period of the prior year was immaterial.

 

The Company recognized other expense of $0.4 million in the current year-to-date period, resulting from fees related to the purchases of Heany Industries, Inc and Advanced Industrial Coatings, Inc. The Company had other income of $0.3 million for the same period of the prior year, resulting from incentives that Global-Tek received from the government of Puerto Rico that did not recur in the current year-to-date period.

 

Income tax expense in the current year-to-date period was $3.8 million compared to $3.8 million in the same year-to-date period of the prior year. Despite the $0.5 million decrease in pre-tax net income, income tax expense remained flat compared to the same period of the prior year as a result of a smaller proportion of pre-tax net income being generated in Puerto Rico, which has a lower tax rate.

 

Net income in the current year-to-date period was $9.6 million, or $2.72 per diluted share, as compared to net income of $10.1 million, or $2.86 per diluted share, for the same period of the prior year because of the factors noted above.

 

Commercial Air Handling Segment

 

Sales in the Commercial Air Handling Equipment segment for the nine months ended September 30, 2024 increased to $49.3 million, an increase of approximately $5.7 million, or 13.1%, from sales of $43.6 million during the same period of the prior year. The consistent growth in reported sales in this segment highlights our sustained momentum in meeting the rising demand for clean air solutions. 

 

Segment operating profit in the Commercial Air Handling Equipment segment for the current year-to-date period was $14.2 million, or 28.7% compared to $10.7 million, or 24.6% in the same period of the prior year, an increase of  $3.4 million or 410 basis points. This enhancement in segment operating profit and margin can be attributed to the expanded revenue base, which facilitates more efficient absorption of fixed costs. Another supporting factor of the improved margins has been the continued implementation of various efficiency and continuous improvement initiatives within our manufacturing processes. These strategic measures have further optimized operations and bolstered profitability. The segment's SG&A costs have remained materially consistent compared to the first nine months of the prior year. 

 

Industrial and Transportation Products Segment

 

Sales in the Industrial and Transportation Products segment for the nine months ended September 30, 2024 decreased to $63.5 million, a decrease of approximately $3.0 million, or 4.4%, from sales of $66.4 million during the same period of the prior year. The decrease in the current year-to-date period was primarily the result of decreased demand in the marine products, machined defense parts, and forged aerospace products businesses of approximately $9.2 million, being partially offset by sales from our acquisitions of Heany and AIC of approximately $4.8 million and increased sales in our machined aerospace parts business of $1.4 million. By design, this segment is diversified and operates across several industries. The decrease in marine sales volume can be attributed to the cyclical nature of recreational boating demand whereby there was a pandemic-driven surge in demand lasting through the third quarter of 2023. The other declines in machine defense parts and forgings are a result of two specific customers placing a pause on orders that we expect will be temporary and eventually return back to previous levels.

 

Segment operating profit in the Industrial and Transportation Products segment for the current year-to-date period was $4.7 million, or 7.3%, compared to $7.7 million, or 11.7%, in the same period of the prior year, a decrease of $3.1 million or 430 basis points. As sales have decreased and many of the underlying expenses are fixed in the short-term, our ability to absorb fixed cost has been negatively impacted. In response, we have implemented several strategic initiatives aimed at mitigating the effects on our gross margin. These include optimizing our production processes to enhance efficiency and reduce costs and renegotiating supplier contracts to secure more favorable terms. The segment's SG&A costs have risen compared to the prior year period as we have strategically increased our investment in talent to support growth.

 

20

 

Liquidity and Capital Resources

 

The Company’s credit agreement, by and among the Company, its subsidiaries and JPMorgan Chase Bank, N.A. as lender (as amended, the “Credit Agreement”), provides for a revolving credit facility of up to $30.0 million. At September 30, 2024, there was approximately $24.2 million of borrowing availability, which has decreased in the current year-to-date period as the Company borrowed cash to fund the acquisitions of Heany Industries, Inc and Advanced Industrial Coatings, Inc.

 

Operating Activities. The dynamics of cash flows from operating activities are subject to variability, influenced by the oscillating demands of working capital and the scheduling of payment cycles. Net cash provided by operating activities was $13.3 million for the nine months ended September 30, 2024, compared to $11.0 million net cash provided by operating activities for the same period of the prior year. While billing timing results in largely offsetting fluctuations in several items in the statement of cash flows, the improvement in cash flow from operations can be attributed to partnering with our vendors to better align our payment terms with that of our customers.

 

Investing Activities. Cash used in investing activities for the nine months ended September 30, 2024 was $12.6 million, compared to cash used in investing activities of $1.4 million in the same period of the prior year. Cash used in investing activities for the period ended September 30, 2024 was primarily for the acquisitions of Heany and AIC, the purchase of the property in Phoenix in which CAD operates, and routine capital expenditures. Cash used in investing activities for the nine months ended September 30, 2023 was for capital expenditures in the normal course of business.

 

Financing Activities. Cash used in financing activities was approximately $0.4 million for the nine months ended September 30, 2024, compared to cash used in financing activities of $9.3 million in the same period last year. During the current year-to-date period the Company borrowed on its revolving credit facility to fund the acquisitions noted above. In the first nine months of the prior year the Company utilized cash flow from operations to pay down debt.

 

The Company is actively managing its business to generate cash flow. 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 for at least the next 12 months. Based on a combination of sustained profitability and significant borrowing capacity, the Company believes it is well positioned to support ongoing operations as well as growth initiatives. Notwithstanding the Company's expectations, if the Company's operating results decrease as the result of pressures on the business due to, for example, supply chain interruptions or delays, increases in material, freight or labor costs, inflationary pressures, currency or interest rate fluctuations, lost customers, 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. See Notes 8 and 9 to the consolidated financial statements for further information on the Company's total debt.

 

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 until the Company’s completion of certain contractual requirements. At September 30, 2024, the Company had no secured performance and payment bonds  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 expenditure or capital resources.)

 

Critical Accounting Policies

 

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.

 

21

 

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 control transfers under these arrangements. We follow a cost-based input method, since there is no objective output measure that would fairly depict the transfer of control over the life of the performance obligation. Progress on the performance obligation is measured by the proportion of actual costs incurred to the total costs expected to complete the contract. Costs included in the measure of progress include direct labor and third-party. This cost-based method of revenue recognition requires the Company to make estimates of costs to complete its projects on an ongoing basis. Significant judgment is required to evaluate assumptions related to these estimates. The effect of revisions to estimates related to the transaction price or costs to complete a project are recorded on a cumulative catch-up basis. Certain contracts may be terminated by the customer; however, in the event of termination, most contracts require payment for services rendered through the date of termination.

 

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 economic 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 record assets and liabilities 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 assumptions including discount rates, rates of return on assets, and long-term sales growth rates.

 

Goodwill and Indefinite Lived Intangible Assets: As referenced by ASC 350 “Intangibles- Goodwill and other” (“ASC 350”), management performs its 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 2023, management performed a qualitative assessment over all reporting units other than CAD, which indicated there were no indicators of impairment. A quantitative impairment analysis was done for CAD which concluded that goodwill and intangible assets were not impaired.

 

Our goodwill impairment analysis utilizes a qualitative approach that compares the carrying amount of the 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 the reporting unit's 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.

 

22

 

 

During 2023, revenue at CAD increased from $15.5 million in 2022 to $20.9 million. The revenue growth was 35% and was consistent with the quantitative modeling done in 2022. However despite the strong revenue growth, CAD did not meet the profitability projections used in the prior year's quantitative goodwill analysis. Accordingly, we noted a triggering event and completed a Step 1 quantitative analysis as of December 31, 2023. The quantitative assessment of CAD Enterprises confirmed that the estimated fair value exceeded carrying value by 35%, and thus no impairment existed at December 31, 2023. 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 15% 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. The increase from the prior year reflects the incremental company specific risks related to the missed profitability projections in 2023. Our revenue growth rate for the 7-year period in the discounted cash flow model was 7.7% 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, inclusive of an expected increase in volume, our previous revenue history including actual revenues exceeding $30 million prior to the recent inflationary environment, and growth in the aerospace industry stemming from post-pandemic travel rebound, geopolitical conflicts and private space exploration. 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 reflect that most of CAD's non-material costs are fixed, and as revenue grows, much of the growth will fall-through to the bottom line.

 

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, 2023.

 

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.

 

23

 

Impact of Inflation

Inflationary economic conditions during the past few years have increased the Company’s costs (including labor) of producing its products. While many of the inflationary conditions have stabilized, inflationary economic conditions persist or worsen and may be impactful going forward. The Company’s products are manufactured using various metals and other commodity-based materials including steel, aluminum, rubber and silicone. Freight and labor costs also are significant elements of the Company’s production costs. Inflationary economic conditions have elevated these and personnel costs. If the Company is unable to continue mitigating cost increases through customer pricing actions, alternative supply arrangements or other cost reduction initiatives, the Company's profitability may be adversely affected.

 

Forward-Looking Statements

 

The foregoing discussion includes 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.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

 

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

 

24

 

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of disclosure controls and procedures.

 

Under the supervision of and with the participation of our management, including our chief executive officer and chief financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Based on that evaluation, our chief executive officer and chief financial officer have concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were effective.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in the Company’s internal control 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 quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

25

 

 

PART II OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS. 

At the time of filing this Quarterly Report on Form 10-Q, there were no material legal proceedings pending or threatened against the Company.

 

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, 2023.

 

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Repurchases. The following table discloses shares repurchased by the Company during the quarter ended September 30, 2024. All shares repurchased during the quarter were Class A common shares.

 

Period

 

Total number of shares purchased

   

Average price paid per share

   

Total number of shares purchased as part of publicly announced program

   

Maximum number of shares that may yet be purchased under the program (1)

 

July 1 to July 31, 2024

    -       -       -       300,000  

August 1 to August 31, 2024

    -       -       -       300,000  

September 1 to September 30, 2024

    1,328     $ 39.89       1,328       298,672  

Total

    1,328     $ 39.89       1,328       298,672  

 

  (1) On December 15, 2023, the Company announced a share repurchase program of up to 300,000 of the Company’s Class A and/or Class B common shares. Shares may be repurchased from time to time by the Company through open-market transactions, in privately negotiated transactions or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in accordance with applicable securities laws and other restrictions. The timing and total amount of share repurchases will depend upon business, economic and market conditions, corporate and regulatory requirements, prevailing share prices, and other considerations. The authorization may be suspended or discontinued at any time and does not obligate the Company to acquire any amount of shares. The authorization has no expiration date.

 

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

None

 

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

 

 

ITEM 5. OTHER INFORMATION

 

During the quarter ended September 30, 2024, no director or officer of the Company adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, each as defined in Item 408 of Regulation S-K.

 

 

26

 
 

 

ITEM 6. EXHIBITS

 

  10.1 Asset Purchase Agreement dated as of August 30, 2024 by and among Advanced Industrial Coatings, LLC and Advanced Industrial Coatings, Inc. (incorporated by reference from Exhibit 2.1 to the Company's Current Report on Form 8-K filed on September 3, 2024)
 

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.

 

27

 

 

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  November 6, 2024, thereunto duly authorized.

 

SIGNATURE:

TITLE

/s/ Brian E. Powers

President and Chief Executive Officer

Brian E. Powers

(Principal Executive Officer)

   
   
   

/s/ Jeffrey J. Salay

Vice President and Chief Financial Officer

Jeffrey J. Salay

(Principal Accounting and Financial Officer)

 

28

Exhibit 31.1

 

RULE 13a-14(a)/15d-14(a) CERTIFICATION

 

 

I, Brian E. Powers, certify that:

 

 

1.

I have reviewed this quarterly report on Form 10-Q of Crawford United Corporation (the "registrant");

 

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

 

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

 

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

By:

 
   
   

/s/ Brian E. Powers

 
   

Brian E. Powers

 
   

President and Chief Executive Officer

 
   

November 6, 2024

 

 

 

Exhibit 31.2

 

RULE 13a-14(a)/15d-14(a) CERTIFICATION

 

 

I, Jeffrey J. Salay, certify that:

 

 

1.

I have reviewed this quarterly report on Form 10-Q of Crawford United Corporation (the "registrant");

 

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

 

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

 

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

 

By:

 
   
   

/s/ Jeffrey J. Salay

 
   

Jeffrey J. Salay

 
   

Vice President and Chief Financial Officer

 
   

November 6, 2024

 

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

 

18 U.S.C. SECTION 1350,

 

AS ADOPTED PURSUANT TO

 

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

 

In connection with the Quarterly Report of Crawford United Corporation (the "Company") on Form 10-Q for the period ending September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Brian Powers, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

 

 

1.

the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

2.

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

/s/ Brian E. Powers

 
   

Brian E. Powers

 
   

President and Chief Executive Officer

 
   

November 6, 2024

 

 

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO

 

18 U.S.C. SECTION 1350,

 

AS ADOPTED PURSUANT TO

 

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

 

In connection with the Quarterly Report of Crawford United Corporation (the "Company") on Form 10-Q for the period ending September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jeffrey J. Salay, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

 

 

1.

the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

2.

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

/s/ Jeffrey J. Salay

 
   

Jeffrey J. Salay

 
   

Vice President and Chief Financial Officer

 
   

November 6, 2024

 

 

 
v3.24.3
Document And Entity Information - shares
9 Months Ended
Sep. 30, 2024
Nov. 04, 2024
Document Information [Line Items]    
Entity Central Index Key 0000047307  
Entity Registrant Name CRAWFORD UNITED Corp  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2024  
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2024  
Document Transition Report false  
Entity File Number 000-000147  
Entity Incorporation, State or Country Code OH  
Entity Tax Identification Number 34-0288470  
Entity Address, Address Line One 10514 Dupont Avenue, Suite 200  
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  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Common Class B [Member]    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   731,848
Common Class A [Member]    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   2,807,548
v3.24.3
Consolidated Balance Sheet (Current Period Unaudited) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Current Assets:    
Cash and cash equivalents $ 1,996,411 $ 1,647,175
Accounts receivable less allowance for doubtful accounts 24,841,261 19,671,833
Contract assets 3,592,502 4,822,347
Inventories less allowance for obsolete inventory 18,316,060 17,672,622
Investments 0 665,301
Refundable tax asset 364,456 0
Prepaid expenses and other current assets 1,210,162 1,303,780
Total Current Assets 50,320,852 45,783,058
Property, plant and equipment, net 24,623,835 14,686,190
Operating lease right of use asset, net 7,230,196 8,356,903
Other Assets:    
Goodwill 17,449,000 16,453,049
Intangibles, net of accumulated amortization 10,754,338 8,252,600
Other non-current assets 94,798 107,798
Total Non-Current Other Assets 28,298,136 24,813,447
Total Assets 110,473,019 93,639,598
Current Liabilities:    
Notes payable – current 642,556 824,226
Bank debt – current 139,287 0
Operating lease liabilities – current 1,384,760 1,714,174
Accounts payable 12,103,480 11,168,308
Unearned revenue 6,238,391 5,596,706
Accrued income taxes 0 539,876
Accrued expenses 3,988,193 3,292,787
Total Current Liabilities 24,496,667 23,136,077
Long-Term Liabilities:    
Bank debt 11,397,889 5,096,672
Operating lease liabilities – noncurrent 6,053,220 6,901,043
Deferred income taxes 310,250 310,250
Total Long-Term Liabilities 17,799,885 12,778,174
Stockholders' Equity:    
Contributed capital 1,741,901 1,741,901
Treasury shares (2,542,273) (2,237,026)
Retained earnings 57,525,516 47,875,964
Total Stockholders' Equity 68,176,467 57,725,347
Total Liabilities and Stockholders' Equity 110,473,019 93,639,598
Common Class A [Member]    
Stockholders' Equity:    
Common shares 9,985,801 8,878,986
Common Class B [Member]    
Stockholders' Equity:    
Common shares 1,465,522 1,465,522
Notes Payable Excluding Paycheck Protection Program Cares Act [Member]    
Long-Term Liabilities:    
Notes Payable, Noncurrent $ 38,526 $ 470,209
v3.24.3
Consolidated Balance Sheet (Current Period Unaudited) (Parentheticals) - shares
Sep. 30, 2024
Dec. 31, 2023
Common Class A [Member]    
Common stock, shares authorized (in shares) 10,000,000 10,000,000
Common stock, shares issued (in shares) 2,870,107 2,832,966
Treasury shares, issued (in shares) 62,375 54,074
Common Class B [Member]    
Common stock, shares authorized (in shares) 2,500,000 2,500,000
Common stock, shares issued (in shares) 914,283 914,283
Treasury shares, issued (in shares) 182,435 182,435
v3.24.3
Consolidated Statement of Income (Unaudited) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Total sales $ 36,736,228 $ 33,641,513 $ 112,811,955 $ 110,058,884
Cost of Sales 26,048,576 24,732,181 81,467,956 80,158,123
Gross Profit 10,687,652 8,909,332 31,343,999 29,900,761
Operating Expenses:        
Selling, general and administrative expenses 5,429,209 4,612,364 16,395,286 15,332,161
Operating Income 5,258,443 4,296,968 14,948,713 14,568,600
Other Expenses and (Income):        
Interest charges 262,130 294,825 804,028 1,030,729
(Gain) loss on investments (12,059) 135,522 367,407 17,040
Other expense (income), net 303,013 (599) 369,718 (345,569)
Total Other Expenses and (Income) 553,084 429,748 1,541,153 702,200
Income before Provision for Income Taxes 4,705,359 3,867,220 13,407,560 13,866,400
Income tax expense 1,336,148 1,052,484 3,758,008 3,808,850
Net Income $ 3,369,211 $ 2,814,736 $ 9,649,552 $ 10,057,550
Net Income Per Common Share - Basic (in dollars per share) $ 0.95 $ 0.8 $ 2.73 $ 2.87
Net Income Per Common Share - Diluted (in dollars per share) $ 0.95 $ 0.8 $ 2.72 $ 2.86
Basic (in shares) 3,540,746 3,510,740 3,538,148 3,506,920
Diluted (in shares) 3,557,881 3,536,697 3,549,552 3,519,672
v3.24.3
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)
Common Stock [Member]
Common Class A [Member]
Common Stock [Member]
Common Class B [Member]
Treasury Stock, Common [Member]
Common Class A [Member]
Treasury Stock, Common [Member]
Common Class B [Member]
Treasury Stock, Common [Member]
Common Stock Outstanding [Member]
Common Class A [Member]
Common Stock Outstanding [Member]
Common Class B [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Balance at Dec. 31, 2022 $ 7,351,563 $ 1,465,522     $ (2,125,252)     $ 1,741,901 $ 34,581,171 $ 43,014,905
Share-based compensation expense 1,153,105 0     0     0 0 1,153,105
Share repurchase 0 0     (111,775)     0 0 (111,775)
Net Income 0 0     0     0 10,057,550 10,057,550
Balance at Sep. 30, 2023 $ 8,654,668 $ 1,465,522     (2,237,027)     1,741,901 44,638,722 54,263,786
Balance (in shares) at Dec. 31, 2022 2,791,449 914,283 47,412 182,435   2,744,037 731,848      
Share repurchase (in shares) 0 0 6,662 0     0      
Share repurchase (in shares)           (6,662)        
Balance (in shares) at Sep. 30, 2023 2,832,966 914,283 54,074 182,435   2,778,892 731,848      
Stock issuance (see note 6) $ 150,000 $ 0     0     0 0 150,000
Stock awards issued to directors and officers (in shares) 34,700 0 0 0   34,700 0      
Stock issuance (see note 6) (in shares) 7,317 0 0 0   7,317 0      
Stock forfeit (in shares) (500) 0 0 0   (500) 0      
Balance at Jun. 30, 2023 $ 8,430,351 $ 1,465,522     (2,237,027)     1,741,901 41,823,986 51,224,732
Share-based compensation expense 224,317 0     0     0 0 224,317
Net Income 0 0     0     0 2,814,736 2,814,736
Balance at Sep. 30, 2023 $ 8,654,668 $ 1,465,522     (2,237,027)     1,741,901 44,638,722 54,263,786
Balance (in shares) at Jun. 30, 2023 2,832,966 914,283 54,074 182,435   2,778,892 731,848      
Balance (in shares) at Sep. 30, 2023 2,832,966 914,283 54,074 182,435   2,778,892 731,848      
Balance at Dec. 31, 2023 $ 8,878,986 $ 1,465,522     (2,237,026)     1,741,901 47,875,964 57,725,347
Share-based compensation expense 1,076,804 0     0     0 0 1,076,804
Share repurchase 0 0     (305,247)     0 0 (305,247)
Net Income 0 0     0     0 9,649,552 9,649,552
Balance at Sep. 30, 2024 $ 9,985,801 $ 1,465,522     (2,542,273)     1,741,901 57,525,516 68,176,467
Balance (in shares) at Dec. 31, 2023 2,832,966 914,283 54,074 182,435   2,778,892 731,848      
Share repurchase (in shares) 0 0 8,301 0     0      
Share repurchase (in shares)           (8,301)        
Balance (in shares) at Sep. 30, 2024 2,870,107 914,283 62,375 182,435   2,807,732 731,848      
Stock issuance (see note 6) $ 30,011 $ 0     0     0 0 30,011
Stock awards issued to directors and officers (in shares) 36,400 0 0 0   36,400 0      
Stock issuance (see note 6) (in shares) 741 0 0 0   741 0      
Balance at Jun. 30, 2024 $ 9,753,576 $ 1,465,522     (2,489,295)     1,741,901 54,156,306 64,628,010
Share-based compensation expense 232,225 0     0     0 0 232,225
Share repurchase 0 0     (52,979)     0 0 (52,979)
Net Income 0 0     0     0 3,369,211 3,369,211
Balance at Sep. 30, 2024 $ 9,985,801 $ 1,465,522     $ (2,542,273)     $ 1,741,901 $ 57,525,516 $ 68,176,467
Balance (in shares) at Jun. 30, 2024 2,870,107 914,283 61,047 182,435   2,809,060 731,848      
Share repurchase (in shares) 0 0 1,328 0     0      
Share repurchase (in shares)           (1,328)        
Balance (in shares) at Sep. 30, 2024 2,870,107 914,283 62,375 182,435   2,807,732 731,848      
v3.24.3
Consolidated Statement of Cash Flow (Unaudited) - USD ($)
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Cash Flows from Operating Activities    
Net Income $ 9,649,552 $ 10,057,550
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 3,059,250 3,156,558
Loss on investments in equity securities 367,407 17,040
Amortization of right of use assets 1,081,245 1,267,360
Loss on disposal of assets 0 59,237
Share-based compensation expense 1,076,804 1,153,105
Changes in assets and liabilities:    
Accounts receivable (3,861,945) (2,578,233)
Inventories 498,088 (621,222)
Contract assets 1,229,845 64,529
Prepaid expenses & other assets 196,089 378,681
Right of use assets 96,017 (457,317)
Other noncurrent assets 13,000 240,246
Accounts payable 781,637 (2,671,465)
Lease liabilities (1,177,237) (673,160)
Accrued income taxes (904,332) (1,030,135)
Other current liabilities 669,300 389,529
Unearned revenue 548,960 2,218,573
Total adjustments 3,674,128 913,326
Net Cash Provided by Operating Activities 13,323,680 10,970,876
Cash Flows from Investing Activities    
Cash paid for business acquisitions, net (10,849,750) 0
Proceeds from sale of property, plant and equipment 72,000 0
Sale of investments 297,894 0
Capital expenditures (2,127,673) (1,394,192)
Net Cash (Used in) Investing Activities (12,607,529) (1,394,192)
Cash Flows from Financing Activities    
Payments on notes (613,353) (1,657,749)
Payments on bank debt (15,266,057) (14,246,403)
Borrowings on bank debt 15,915,025 6,741,084
Payments for debt issue costs (97,283) 0
Share repurchase (305,247) (111,775)
Net Cash (Used in) Financing Activities (366,915) (9,274,843)
Net Increase in cash and cash equivalents 349,236 301,841
Cash and cash equivalents at beginning of period 1,647,175 1,247,627
Cash and cash equivalents at end of period 1,996,411 1,549,468
Supplemental disclosures of cash flow information    
Interest Paid 792,650 1,002,952
Supplemental disclosures of noncash financing and investing activity    
Additions to ROU assets obtained from new operating lease liabilities 1,305,940 457,808
Purchase accounting adjustment to Goodwill for a change in inventory 0 147,591
Purchase accounting adjustment to Goodwill for a change in fixed assets 0 73,520
Assumption of debt for purchase of real-estate 5,869,250 0
Issuance of Class A common shares for capital expenditures $ 30,011 $ 150,000
v3.24.3
Note 1 - Basis of Presentation
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Basis of Accounting [Text Block]

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 considered necessary for a fair presentation have been included. Certain prior period financial information has been reclassified to conform to the current presentation. Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ended December 31, 2024. 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 year ended December 31, 2023

 

During the nine-month period ended  September 30, 2024 there have been no changes to the Company's significant accounting policies.

  

v3.24.3
Note 2 - Summary of Significant Accounting Policies
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Significant Accounting Policies [Text Block]

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 year ended December 31, 2023.

 

Recent Accounting Pronouncements

 

In  November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This ASU enhances reportable segment disclosures on both an annual and interim basis primarily in regard to the disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within the reported measure(s) of segment profit or loss. In addition, the ASU requires disclosure, by segment, of other items included in the reported measure(s) of segment profit or loss, including qualitative information describing the composition, nature and type of each item. The ASU also expands disclosure requirements related to the CODM, including how the reported measure(s) of segment profit or loss are used to assess segment performance and allocate resources, the method used to allocate overhead for significant segment expenses and others. Lastly, all previously required annual segment reporting disclosures under Topic 280 will also be required for interim periods. The ASU is effective for fiscal years beginning after  December 15, 2023, and interim periods within fiscal years beginning after  December 15, 2024, with early adoption permitted. The Company is evaluating the impact of adopting this ASU.

 

In  December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This ASU enhances income tax disclosures by providing information to better assess how an entity’s operations, related tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. This ASU requires additional disclosures to the annual effective tax rate reconciliation including specific categories and further disaggregated reconciling items that meet the quantitative threshold. Additionally, the ASU requires disclosures relating to income tax expense and payments made to federal, state, local and foreign jurisdictions. This ASU is effective for fiscal years and interim periods beginning after  December 15, 2024. The Company is evaluating the impact of adopting this ASU.

 

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:

 

* 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.

 

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.

 

The following is a description of the valuation methodologies used for the Company's 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.

  

v3.24.3
Note 3 - Accounts Receivable
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Loans, Notes, Trade and Other Receivables Disclosure [Text Block]

3.  ACCOUNTS RECEIVABLE 

 

The balance of accounts receivable, net was $24,841,261, $19,671,833, and $21,884,807 at September 30, 2024 December 31, 2023  and December 31, 2022, respectively.

 

The Company establishes an allowance for credit losses based upon factors surrounding the credit risk of specific customers, historical trends and other information relevant to estimating expected credit losses. The reserve for credit losses was $94,719, $105,223, and $143,631 at September 30, 2024 December 31, 2023, and December 31, 2022, respectively.

  

v3.24.3
Note 4 - Inventory
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Inventory Disclosure [Text Block]

4.  INVENTORY

 

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

 

  

September 30,

  

December 31,

 
  

2024

  

2023

 

Raw materials and component parts

 $4,422,348  $3,989,444 

Work-in-process

  4,729,833   4,514,263 

Finished products

  9,943,277   9,846,694 

Total inventory

 $19,095,458  $18,350,401 

Less: inventory reserves

  779,398   677,779 

Net inventory

 $18,316,060  $17,672,622 

 

v3.24.3
Note 5 - Goodwill and Other Intangible Assets, Net
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Goodwill and Intangible Assets Disclosure [Text Block]

5. GOODWILL AND OTHER INTANGIBLE ASSETS, NET

 

Goodwill represents the excess of cost over the fair value of identifiable assets acquired. U.S. GAAP requires that both indefinite-lived intangible assets and goodwill are tested for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not (i.e., a likelihood greater than 50%) that the intangible asset or the reporting unit is impaired. During interim periods, ASC 350 requires companies to focus on those events and circumstances that affect the significant inputs used to determine the fair value of the asset group or reporting unit to determine whether an interim quantitative impairment test is required. The Company performed its annual impairment test for goodwill and intangible assets as of the last day of the fourth quarter. The Company first assessed certain qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible assets is less than its carrying amount, and whether it is therefore necessary to perform the quantitative impairment test. In 2023, for all reporting units other than CAD Enterprises the qualitative analysis indicated that a quantitative analysis was not necessary. For the identified reporting unit, impairment testing was performed as of  December 31, 2023 using an income approach based on management’s determination of the prospective financial information, and no indefinite-lived intangible assets or goodwill was determined to be impaired.

 

There were no impairment indicators identified during the nine-month periods ended September 30, 2024 or September 30, 2023.

 

Goodwill increased by $1.0 million from $16.5 million at  December 31, 2023 to $17.4 million at  September 30, 2024. The increase in Goodwill was driven by an addition of $1.0 million in the Industrial and Transportation Products segment related to the acquisition of Heany Industries, LLC ("Heany") and Advanced Industrial Coatings, LLC ("AIC") in the first and third quarters of 2024, respectively. Goodwill increased by $0.2 million from $16.2 million at  December 31, 2022 to $16.5 million at December 31, 2023. The increase in Goodwill was driven by a purchase accounting adjustment to Goodwill, recorded in the second quarter of 2023, for Knitting Machinery Company of America (KMC).

 

Goodwill by reportable segment is as follows:

  

  

September 30,

  

December 31,

 
  

2024

  

2023

 

Commercial Air Handling Equipment Segment:

        

Beginning Balance

 $478,256  $478,256 

Acquisitions

  -   - 

Adjustments

  -   - 

Ending Balance

 $478,256  $478,256 
         

Industrial and Transportation Products Segment:

        

Beginning Balance

 $15,974,793  $15,753,682 

Acquisitions

  995,951   - 

Adjustments

  -   221,111 

Ending Balance

 $16,970,744  $15,974,793 
         

Total Company:

        

Beginning Balance

 $16,453,049  $16,231,938 

Acquisitions

  995,951   - 

Adjustments

  -   221,111 

Ending Balance

 $17,449,000  $16,453,049 

 

The Company's intangible assets have primarily been generated via acquisitions. Intangibles are being amortized on a straight-line basis over periods ranging from one to 15 years.

 

Intangible assets consist of the following:

 

  

September 30,

  

December 31,

 
  

2024

  

2023

 

Customer list intangibles

 $12,754,320  $9,316,000 

Non-compete agreements

  200,000   200,000 

Trademarks

  4,597,430   4,466,899 

Total intangible assets

  17,551,750   13,982,899 

Less: accumulated amortization

  6,797,412   5,730,299 

Intangible assets, net

 $10,754,338  $8,252,600 

 

Amortization of intangible assets was $366,442 and $315,302 for the three months ended September 30, 2024 and 2023, respectively and $1,067,113 and $945,907 for the nine months ended September 30, 2024 and 2023, respectively.

 

 

Intangible amortization for the remainder of 2024 and the next four years is expected to be as follows:

   
 

Amortization in future periods

Remainder of 2024

$378,497

2025

 1,513,988

2026

 1,186,123

2027

 1,070,076

2028

 1,011,894

 

v3.24.3
Note 6 - Property, Plant and Equipment, Net
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Property, Plant and Equipment Disclosure [Text Block]

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 expensed as incurred. Property, plant and equipment are as follows:

 

  

September 30,

  

December 31,

 
  

2024

  

2023

 

Land

 $1,133,034  $231,034 

Buildings and improvements

  10,860,633   3,760,203 

Machinery & equipment

  28,632,544   24,851,703 

Total property, plant & equipment

  40,626,211   28,842,940 

Less: accumulated depreciation

  16,002,376   14,156,750 

Property plant & equipment, net

 $24,623,835  $14,686,190 

 

During the second quarter of 2024, the Company issued 741 Class A Common Shares, valued at $30,011, to Air Power Dynamics, LLC in an arms-length exchange for an aerospace tooling machine. During the second quarter of 2023, the Company issued 7,317 Class A Common Shares, valued at $150,000, to Air Power Dynamics, LLC in an arms-length exchange for a different aerospace tooling machine. Air Power Dynamics, LLC is controlled by Ambassador Edward Crawford, who is the chairman of the Company's board. 

 

During the first quarter of 2024, the Company acquired Heany, which included property, plant and equipment valued at $2.2 million. During the second quarter of 2024, the Company exercised a purchase option for the building and land that CAD Enterprises, Inc. ("CAD") operates out of for $6.9 million, which was financed as described in the bank debt footnote (Note 8). 

 

During the third quarter of 2024, the Company acquired AIC, which included property, plant and equipment valued at $1.9 million.

 

Depreciation expense was $667,859 and $806,639 for the three months ended September 30, 2024 and 2023, respectively and $1,972,568 and $2,177,123 for the nine months ended September 30, 2024 and 2023, respectively.

 

v3.24.3
Note 7 - Investments in Equity Securities
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block]

7.  INVESTMENTS IN EQUITY SECURITIES

 

Investments in equity securities are valued based on quoted stock prices in active markets, thus Level 1 in the fair value hierarchy.

 

As of September 30, 2024 the Company no longer held shares of common stock in any other public company. All changes in fair value are recognized in net income at the end of each reporting period. At December 31, 2023, the fair value was $665,301. The decrease during the nine months ended September 30, 2024 was a result of a decline in share price as well as the Company selling shares for proceeds of $297,894.

 

As of September 30, 2023, the fair value was $640,931. At December 31, 2022, the fair value was $657,971. The decrease during the nine months ended September 30, 2023 was exclusively a result of a decrease in share price. No shares were purchased or sold in 2023.

 

 

v3.24.3
Note 8 - Bank Debt
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Long-Term Debt [Text Block]

8.  BANK DEBT 

 

The Company and certain of its subsidiaries are parties to a Credit Agreement with JPMorgan Chase Bank, N.A. as lender (as amended, the “Credit Agreement”).

 

The Company entered into a sixth amendment to the Credit Agreement on  June 12, 2023. The most significant change in the amended Credit Agreement was the discontinued use of LIBOR as a reference rate, with the adoption of the Federal Reserve Bank of New York's Secured Overnight Financing Rate (SOFR) as the primary reference rate. This change was anticipated and aligns with the US Dollar LIBOR panel ceasing on  June 30, 2023.  

 

The Company entered into a seventh amendment to the Credit Agreement on  November 27, 2023. The Seventh Amendment to the Credit Agreement, among other things, extended the maturity date of the underlying credit facility from  June 1, 2024 to  June 1, 2027, and increases the maximum annual amount that the Company and its subsidiaries  may pay in dividends or other restricted payments to $2,000,000 from $1,250,000.

 

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 SOFR (previously LIBOR) plus applicable margins of (i) (0.25%) for Prime Rate loans and (ii) 1.75% for SOFR (previously LIBOR) loans. 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.

 

On May 16, 2024, North 52nd Properties LLC (the “Purchaser”), a subsidiary of the Company, purchased certain real property located in Phoenix, Arizona (the “Real Property”) for $6.9 million (the “Purchase Price”) from Loudermilk, Inc. and its affiliate. The Real Property is utilized by the Company’s subsidiary, CAD, and was previously leased by CAD. The Company exercised its option to purchase the Real Property, which was independently appraised at a value substantially in excess of the Purchase Price. The purchase of the Real Property was financed with a loan of approximately $5.9 million by MidFirst Bank (the “Lender”) to the Purchaser made pursuant to a Loan Agreement dated  May 16, 2024 by and between the Purchaser and the Lender (the “Loan Agreement”). The loan is secured by the Real Property and guaranteed by the Company and CAD, accrues interest at an annual rate of 7.14%, and is payable in monthly installments until the May 16, 2034 maturity date. The Loan Agreement provides for customary covenants and events of default, including covenants which require the Company to maintain a fixed charge coverage ratio of not less than 1.2x and a tangible net worth of not less than $10 million, each as of the end of any fiscal year. If the loan is repaid within the next five years, it may be subject to a prepayment premium as further described in the Loan Agreement. The Company entered into an eighth amendment to the Credit Agreement on May 16, 2024, which adopted amendments necessary to permit the purchase of the Real Property and the financing of the purchase pursuant to the Loan Agreement.

 

The Company was in compliance with all covenants under the Credit Agreement and Loan Agreement at September 30, 2024.

 

Bank debt balances consist of the following:

 

  

September 30,

  

December 31,

 
  

2024

  

2023

 

Term debt

 $5,826,531  $- 

Revolving debt

  5,803,875   5,112,187 

Total Bank debt

  11,630,406   5,112,187 

Less: current portion

  139,287   - 

Non-current bank debt

  11,491,119   5,112,187 

Less: unamortized debt costs

  93,230   15,515 

Net non-current bank debt

 $11,397,889  $5,096,672 

 

The Company had $24.2 million and $24.9 million available to borrow on the revolving credit facility at September 30, 2024 and  December 31, 2023, respectively. Although borrowings on the revolving credit facility remained relatively consistent during the period ended September 30, 2024, the facility was utilized to finance the acquisitions of Heany for $6.6 million and AIC for $4.3 million, with these increases largely offset by repayments made during the current year to date period.

 

v3.24.3
Note 9 - Notes Payable
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Debt Disclosure [Text Block]

9.     NOTES PAYABLE

 

Notes Payable Related Party

In connection with the Komtek Forge acquisition, on  January 15, 2021, the Company refinanced its previously 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 Ambassador Edward Crawford and Matthew Crawford, both of whom serve on the Board of Directors of the Company.

 

Notes payable consists of the following: 

 

  

September 30,

  

December 31,

 
  

2024

  

2023

 

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 and maturing on October 15, 2025

 $681,082  $1,294,435 

Total notes payable

  681,082   1,294,435 

Less: current portion

  642,556   824,226 

Notes payable – non-current portion

 $38,526  $470,209 

 

v3.24.3
Note 10 - Leases
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Lessee, Operating and Finance Leases [Text Block]

10. LEASES

 

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

 

Supplemental balance sheet information related to leases:

 

  

September 30,

  

December 31,

 
  

2024

  

2023

 

Operating leases:

        

Operating lease right-of-use assets, net

 $7,230,196  $8,356,903 
         

Operating lease liabilities – current

  1,384,760   1,714,174 

Operating lease liabilities – noncurrent

  6,053,220   6,901,043 

Total operating lease liabilities

 $7,437,980  $8,615,217 

Weighted Average Remaining Lease Term

        

Operating Leases (in years)

  7.7   7.1 

Weighted Average Discount Rate

        

Operating Leases

  5.3%  5.0%

  

v3.24.3
Note 11 - Earnings Per Common Share
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Earnings Per Share [Text Block]

11. EARNINGS PER COMMON SHARE 

 

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

 

   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

 
                                 
   

2024

   

2023

   

2024

   

2023

 
                                 

Earnings Per Share - Basic

                               

Net Income

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

Weighted average shares of common stock outstanding - Basic

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

Earnings Per Share - Basic

  $ 0.95     $ 0.80     $ 2.73     $ 2.87  
                                 

Earnings Per Share - Diluted

                               

Weighted average shares of common stock outstanding - Basic

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

Unvested Restricted Stock Awards

    17,135       25,957       11,404       12,752  

Weighted average shares of common stock - Diluted

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

Earnings Per Share - Diluted

  $ 0.95     $ 0.80     $ 2.72     $ 2.86  

 

v3.24.3
Note 12 - Acquisitions
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Mergers, Acquisitions and Dispositions Disclosures [Text Block]

12. ACQUISITIONS

 

Heany Industries, LLC

 

Effective January 2, 2024, Heany Industries, 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 Heany Industries, Inc, a New York corporation and specialist in materials engineering solutions for a variety of aerospace, industrial and bio-medical applications pursuant to an Asset Purchase Agreement. The acquired business is strategically important to the Company’s growing aerospace presence and has expanded its offerings and diversified its customer base. The purchase price, subject to customary post-closing adjustments was $6.6 million of cash and inclusive of the real estate on which Heany operates. The Company expects to finalize the purchase price allocation within the allowable measurement period. 

 

Total Consideration

 $6,550,000 
     

Cash

 $250 

Accounts Receivable

  540,177 

Inventory

  777,738 

Fixed Assets

  2,234,200 

Prepaid and Other Assets

  79,247 

Intangible Assets: Customer List & Trademarks

  2,102,000 

Goodwill

  921,010 

Total Assets Acquired

 $6,654,622 
     

Accounts Payable

 $60,047 

Accrued Expense

  44,575 

Total Liabilities Assumed

  104,622 

Total Fair Value

 $6,550,000 
     

Acquisition transaction costs incurred were:

 $226,181 

 

Goodwill has an assigned value of $0.9 million and represents the expected synergies generated by combining the operations of Heany and the Company. The Company has been a long-time customer of Heany and the acquisition allows for a strengthening of the supply chain. The acquired customer relationships have an assigned intangible asset value of $2.05 million, which was determined using an income approach. The residual intangible asset value relates to trademarks.

 

Advanced Industrial Coatings, LLC

 

Effective August 30, 2024, Advanced Industrial Coatings LLC, a Delaware limited liability company and indirect wholly-owned subsidiary of Crawford United Corporation, completed the acquisition of substantially all the assets of Advanced Industrial Coatings, Inc., a California corporation and specialist in fluoropolymers and other high-performance coatings solutions for the aerospace, semiconductor, medical, energy and other industrial sectors, pursuant to an Asset Purchase Agreement. The acquired business is strategically important to the Company’s growing aerospace presence and has expanded its offerings and diversified its customer base. The purchase price, subject to customary post-closing adjustments was $4.3 million of cash. The Company expects to finalize the purchase price allocation within the allowable measurement period. 

 

Total Consideration

 $4,300,000 
     

Accounts Receivable

 $767,306 

Inventory

  363,788 

Fixed Assets

  1,885,087 

Prepaid and Other Assets

  23,224 

Intangible Assets: Customer List & Trademarks

  1,387,320 

Goodwill

  74,942 

Total Assets Acquired

 $4,501,667 
     

Accounts Payable

 $93,488 

Accrued Expense

  15,454 

Deferred Revenue

  92,725 

Total Liabilities Assumed

  201,667 

Total Fair Value

 $4,300,000 
     

Acquisition transaction costs incurred were:

 $134,240 

 

Goodwill has an assigned value of $0.1 million and represents the expected synergies generated by combining the operations of AIC and the Company. The acquired customer relationships have an assigned intangible asset value of $1.4 million, which was determined using an income approach. 

 

Heany and AIC became borrowers and parties under the Credit Agreement in connection with the completion of their respective acquisitions. 

 

Sales and Net Income for the Acquired Companies

Sales and net income information for Heany and AIC since their respective acquisition dates for the nine months ended September 30, 2024 and 2023 are provided below.

 

  

Nine Months ended

  

Nine Months ended

 
  

September 30, 2024

  

September 30, 2023

 
  

Sales

  

Net Income

  

Sales

  

Net Income

 

Acquired Companies:

                

Heany Industries (acquired January 2, 2024)

 $4,443,382  $211,828  $-  $- 

Advanced Industrial Coatings (acquired August 30, 2024)

  405,182   60,253   -   - 

Subtotal Acquired Companies

 $4,848,564  $272,081  $-  $- 
                 

All Other Companies

  107,963,391   9,377,471   110,058,884   10,057,550 

Total

 $112,811,955  $9,649,552  $110,058,884  $10,057,550 

 

v3.24.3
Note 13 - Revenue Recognition
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Revenue from Contract with Customer [Text Block]

13. REVENUE RECOGNITION  

 

Revenue is recognized when the Company's 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, as control transfers under these arrangements.

 

Contract assets primarily relate to the Commercial Air Handling segment’s rights to consideration for progress on performance obligations, measured by the proportion of actual costs incurred to the total costs expected to complete the contract, but not contractually billable at the reporting date. The contract assets are reclassified into the receivables balance when the rights to receive payment become unconditional. Substantially all contract assets are expected to be billed and collected within twelve months. The Company has no history of material cancellations or write-offs involving its contract assets.

 

Unearned revenue represents amounts collected from, or invoiced to, a customer in advance of revenue recognition. The liability for unearned revenue is reversed when the Company satisfies its performance obligations, which are typically satisfied within twelve months, but could span up to twenty-four months. All unearned revenue is recorded as a current liability, as performance periods beyond one year are usually due to unexpected circumstances outside of the Company’s control such as construction delays.

 

At December 31, 2023, the unearned revenue balance was $5.6 million, substantially all of which was recognized during the nine months ended September 30, 2024.

v3.24.3
Note 14 - Segment and Related Information
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Segment Reporting Disclosure [Text Block]

14. SEGMENT AND RELATED INFORMATION  

 

The Company reports operations for two business segments: (1) Commercial Air Handling Equipment and (2) Industrial and Transportation Products. The identification of the Company’s operating segments is based on guidance in ASC 280-10-50-1. The Company's management evaluates segment performance based primarily on segment operating profit. Intangible assets are allocated to each segment and the related amortization of these assets are recorded in selling, general and administrative expenses. 

 

Both the Commercial Air Handling Equipment segment and the Industrial and Transportation Products segment engage in business activities from which they recognize revenues and incur expenses, including revenue and expenses relating to transactions with other components of the Company, which are eliminated in consolidation. The operating results for both the Commercial Air Handling Equipment segment and the Industrial and Transportation Products segment are reviewed regularly by our chief operating decision maker, the chief executive officer, 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 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 and pharmaceutical 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.

 

Industrial and Transportation Products: 

The Industrial and Transportation Products segment was added  July 1, 2016, when the Company purchased the assets of 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 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 specializes 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 LLC (name later changed to Global-Tek Colorado LLC or “Global-Tek Colorado”) in Longmont, Colorado on  March 2, 2021. Global-Tek and Global-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. 

 

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 Company purchased substantially all of the assets of Heany in Scottsville, New York on January 2, 2024. Heany is a specialist in materials engineering solutions for a variety of aerospace, industrial and bio-medical applications. The Company purchased substantially all of the assets of AIC in Stockton, California on August 30, 2024. AIC is a specialist in fluoropolymers and other high-performance coatings solutions for the aerospace, semiconductor, medical, energy and other industrial sectors.

 

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, components and coatings 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 and coatings, 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 twenty-four 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 charges not allocated to the segments: 

Corporate costs not directly attributable to a segment are aggregated here.

 

Information by industry segment is set forth below: 

 

  

Three Months Ended

  

Nine Months Ended

 
  

September 30,

  

September 30,

 
  

2024

  

2023

  

2024

  

2023

 

Sales summary by segment

                

Commercial Air Handling

 $15,934,797  $12,728,949  $49,344,640  $43,640,142 

Industrial and Transportation Products

 $20,801,431  $20,912,564  $63,467,315  $66,418,742 

Total Sales

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

Gross profit summary by segment

                

Commercial Air Handling

 $5,995,775  $4,303,355  $17,329,383  $13,773,039 

Industrial and Transportation Products

 $4,691,877  $4,605,977  $14,014,616  $16,127,722 

Total Gross Profit

 $10,687,652  $8,909,332  $31,343,999  $29,900,761 
                 

Segment operating profit

                

Commercial Air Handling

 $4,942,819  $3,339,289  $14,163,654  $10,742,038 

Industrial and Transportation Products

 $1,490,599  $1,948,255  $4,658,006  $7,745,106 

Total Segment Operating Profit

 $6,433,418  $5,287,544  $18,821,660  $18,487,144 
                 

Corporate charges not allocated to segments

 $1,174,975  $990,576  $3,872,947  $3,918,544 

Operating Income

 $5,258,443  $4,296,968  $14,948,713  $14,568,600 
                 

Interest charges

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

Loss (gain) on investments

 $(12,059) $135,522  $367,407  $17,040 

Other (income) expense, net

 $303,013  $(599) $369,718  $(345,569)

Income before Provision for Income Taxes

 $4,705,359  $3,867,220  $13,407,560  $13,866,400 

 

v3.24.3
Note 15 - Subsequent Events
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Subsequent Events [Text Block]

15. SUBSEQUENT EVENTS

 

None.

  

v3.24.3
Insider Trading Arrangements
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2024
Insider Trading Arr Line Items    
Material Terms of Trading Arrangement [Text Block]  

ITEM 5. OTHER INFORMATION

 

During the quarter ended September 30, 2024, no director or officer of the Company adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, each as defined in Item 408 of Regulation S-K.

 

 

Rule 10b5-1 Arrangement Adopted [Flag] false  
Non-Rule 10b5-1 Arrangement Adopted [Flag] false  
Rule 10b5-1 Arrangement Terminated [Flag] false  
Non-Rule 10b5-1 Arrangement Terminated [Flag] false  
v3.24.3
Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

 

In  November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This ASU enhances reportable segment disclosures on both an annual and interim basis primarily in regard to the disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within the reported measure(s) of segment profit or loss. In addition, the ASU requires disclosure, by segment, of other items included in the reported measure(s) of segment profit or loss, including qualitative information describing the composition, nature and type of each item. The ASU also expands disclosure requirements related to the CODM, including how the reported measure(s) of segment profit or loss are used to assess segment performance and allocate resources, the method used to allocate overhead for significant segment expenses and others. Lastly, all previously required annual segment reporting disclosures under Topic 280 will also be required for interim periods. The ASU is effective for fiscal years beginning after  December 15, 2023, and interim periods within fiscal years beginning after  December 15, 2024, with early adoption permitted. The Company is evaluating the impact of adopting this ASU.

 

In  December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This ASU enhances income tax disclosures by providing information to better assess how an entity’s operations, related tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. This ASU requires additional disclosures to the annual effective tax rate reconciliation including specific categories and further disaggregated reconciling items that meet the quantitative threshold. Additionally, the ASU requires disclosures relating to income tax expense and payments made to federal, state, local and foreign jurisdictions. This ASU is effective for fiscal years and interim periods beginning after  December 15, 2024. The Company is evaluating the impact of adopting this ASU.

 

Use of Estimates, Policy [Policy Text Block]

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, Policy [Policy Text Block]

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 Measurement, Policy [Policy Text Block]

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:

 

* 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.

 

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.

 

The following is a description of the valuation methodologies used for the Company's 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.

  

v3.24.3
Note 4 - Inventory (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Schedule of Inventory, Current [Table Text Block]
  

September 30,

  

December 31,

 
  

2024

  

2023

 

Raw materials and component parts

 $4,422,348  $3,989,444 

Work-in-process

  4,729,833   4,514,263 

Finished products

  9,943,277   9,846,694 

Total inventory

 $19,095,458  $18,350,401 

Less: inventory reserves

  779,398   677,779 

Net inventory

 $18,316,060  $17,672,622 
v3.24.3
Note 5 - Goodwill and Other Intangible Assets, Net (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Schedule of Goodwill [Table Text Block]
  

September 30,

  

December 31,

 
  

2024

  

2023

 

Commercial Air Handling Equipment Segment:

        

Beginning Balance

 $478,256  $478,256 

Acquisitions

  -   - 

Adjustments

  -   - 

Ending Balance

 $478,256  $478,256 
         

Industrial and Transportation Products Segment:

        

Beginning Balance

 $15,974,793  $15,753,682 

Acquisitions

  995,951   - 

Adjustments

  -   221,111 

Ending Balance

 $16,970,744  $15,974,793 
         

Total Company:

        

Beginning Balance

 $16,453,049  $16,231,938 

Acquisitions

  995,951   - 

Adjustments

  -   221,111 

Ending Balance

 $17,449,000  $16,453,049 
Schedule of Finite-Lived Intangible Assets [Table Text Block]
  

September 30,

  

December 31,

 
  

2024

  

2023

 

Customer list intangibles

 $12,754,320  $9,316,000 

Non-compete agreements

  200,000   200,000 

Trademarks

  4,597,430   4,466,899 

Total intangible assets

  17,551,750   13,982,899 

Less: accumulated amortization

  6,797,412   5,730,299 

Intangible assets, net

 $10,754,338  $8,252,600 
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]
   
 

Amortization in future periods

Remainder of 2024

$378,497

2025

 1,513,988

2026

 1,186,123

2027

 1,070,076

2028

 1,011,894
v3.24.3
Note 6 - Property, Plant and Equipment, Net (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Property, Plant and Equipment [Table Text Block]
  

September 30,

  

December 31,

 
  

2024

  

2023

 

Land

 $1,133,034  $231,034 

Buildings and improvements

  10,860,633   3,760,203 

Machinery & equipment

  28,632,544   24,851,703 

Total property, plant & equipment

  40,626,211   28,842,940 

Less: accumulated depreciation

  16,002,376   14,156,750 

Property plant & equipment, net

 $24,623,835  $14,686,190 
v3.24.3
Note 8 - Bank Debt (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Schedule of Debt [Table Text Block]
  

September 30,

  

December 31,

 
  

2024

  

2023

 

Term debt

 $5,826,531  $- 

Revolving debt

  5,803,875   5,112,187 

Total Bank debt

  11,630,406   5,112,187 

Less: current portion

  139,287   - 

Non-current bank debt

  11,491,119   5,112,187 

Less: unamortized debt costs

  93,230   15,515 

Net non-current bank debt

 $11,397,889  $5,096,672 
v3.24.3
Note 9 - Notes Payable (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Schedule of Long-Term Debt Instruments [Table Text Block]
  

September 30,

  

December 31,

 
  

2024

  

2023

 

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 and maturing on October 15, 2025

 $681,082  $1,294,435 

Total notes payable

  681,082   1,294,435 

Less: current portion

  642,556   824,226 

Notes payable – non-current portion

 $38,526  $470,209 
v3.24.3
Note 10 - Leases (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Lessee, Operating and Finance Lease, Assets and Liabilities [Table Text Block]
  

September 30,

  

December 31,

 
  

2024

  

2023

 

Operating leases:

        

Operating lease right-of-use assets, net

 $7,230,196  $8,356,903 
         

Operating lease liabilities – current

  1,384,760   1,714,174 

Operating lease liabilities – noncurrent

  6,053,220   6,901,043 

Total operating lease liabilities

 $7,437,980  $8,615,217 

Weighted Average Remaining Lease Term

        

Operating Leases (in years)

  7.7   7.1 

Weighted Average Discount Rate

        

Operating Leases

  5.3%  5.0%
v3.24.3
Note 11 - Earnings Per Common Share (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]
   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

 
                                 
   

2024

   

2023

   

2024

   

2023

 
                                 

Earnings Per Share - Basic

                               

Net Income

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

Weighted average shares of common stock outstanding - Basic

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

Earnings Per Share - Basic

  $ 0.95     $ 0.80     $ 2.73     $ 2.87  
                                 

Earnings Per Share - Diluted

                               

Weighted average shares of common stock outstanding - Basic

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

Unvested Restricted Stock Awards

    17,135       25,957       11,404       12,752  

Weighted average shares of common stock - Diluted

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

Earnings Per Share - Diluted

  $ 0.95     $ 0.80     $ 2.72     $ 2.86  
v3.24.3
Note 12 - Acquisitions (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

Total Consideration

 $6,550,000 
     

Cash

 $250 

Accounts Receivable

  540,177 

Inventory

  777,738 

Fixed Assets

  2,234,200 

Prepaid and Other Assets

  79,247 

Intangible Assets: Customer List & Trademarks

  2,102,000 

Goodwill

  921,010 

Total Assets Acquired

 $6,654,622 
     

Accounts Payable

 $60,047 

Accrued Expense

  44,575 

Total Liabilities Assumed

  104,622 

Total Fair Value

 $6,550,000 
     

Acquisition transaction costs incurred were:

 $226,181 

Total Consideration

 $4,300,000 
     

Accounts Receivable

 $767,306 

Inventory

  363,788 

Fixed Assets

  1,885,087 

Prepaid and Other Assets

  23,224 

Intangible Assets: Customer List & Trademarks

  1,387,320 

Goodwill

  74,942 

Total Assets Acquired

 $4,501,667 
     

Accounts Payable

 $93,488 

Accrued Expense

  15,454 

Deferred Revenue

  92,725 

Total Liabilities Assumed

  201,667 

Total Fair Value

 $4,300,000 
     

Acquisition transaction costs incurred were:

 $134,240 
Business Acquisition, Pro Forma Information [Table Text Block]
  

Nine Months ended

  

Nine Months ended

 
  

September 30, 2024

  

September 30, 2023

 
  

Sales

  

Net Income

  

Sales

  

Net Income

 

Acquired Companies:

                

Heany Industries (acquired January 2, 2024)

 $4,443,382  $211,828  $-  $- 

Advanced Industrial Coatings (acquired August 30, 2024)

  405,182   60,253   -   - 

Subtotal Acquired Companies

 $4,848,564  $272,081  $-  $- 
                 

All Other Companies

  107,963,391   9,377,471   110,058,884   10,057,550 

Total

 $112,811,955  $9,649,552  $110,058,884  $10,057,550 
v3.24.3
Note 14 - Segment and Related Information (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Schedule of Segment Reporting Information, by Segment [Table Text Block]
  

Three Months Ended

  

Nine Months Ended

 
  

September 30,

  

September 30,

 
  

2024

  

2023

  

2024

  

2023

 

Sales summary by segment

                

Commercial Air Handling

 $15,934,797  $12,728,949  $49,344,640  $43,640,142 

Industrial and Transportation Products

 $20,801,431  $20,912,564  $63,467,315  $66,418,742 

Total Sales

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

Gross profit summary by segment

                

Commercial Air Handling

 $5,995,775  $4,303,355  $17,329,383  $13,773,039 

Industrial and Transportation Products

 $4,691,877  $4,605,977  $14,014,616  $16,127,722 

Total Gross Profit

 $10,687,652  $8,909,332  $31,343,999  $29,900,761 
                 

Segment operating profit

                

Commercial Air Handling

 $4,942,819  $3,339,289  $14,163,654  $10,742,038 

Industrial and Transportation Products

 $1,490,599  $1,948,255  $4,658,006  $7,745,106 

Total Segment Operating Profit

 $6,433,418  $5,287,544  $18,821,660  $18,487,144 
                 

Corporate charges not allocated to segments

 $1,174,975  $990,576  $3,872,947  $3,918,544 

Operating Income

 $5,258,443  $4,296,968  $14,948,713  $14,568,600 
                 

Interest charges

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

Loss (gain) on investments

 $(12,059) $135,522  $367,407  $17,040 

Other (income) expense, net

 $303,013  $(599) $369,718  $(345,569)

Income before Provision for Income Taxes

 $4,705,359  $3,867,220  $13,407,560  $13,866,400 
v3.24.3
Note 3 - Accounts Receivable (Details Textual) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Dec. 31, 2022
Accounts Receivable, after Allowance for Credit Loss $ 24,841,261 $ 19,671,833 $ 21,884,807
Accounts Receivable, Allowance for Credit Loss $ 94,719 $ 105,223 $ 143,631
v3.24.3
Note 4 - Inventory - Inventory (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Raw materials and component parts $ 4,422,348 $ 3,989,444
Work-in-process 4,729,833 4,514,263
Finished products 9,943,277 9,846,694
Total inventory 19,095,458 18,350,401
Less: inventory reserves 779,398 677,779
Net inventory $ 18,316,060 $ 17,672,622
v3.24.3
Note 5 - Goodwill and Other Intangible Assets, Net (Details Textual) - USD ($)
2 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 01, 2023
Sep. 30, 2024
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Dec. 31, 2022
Goodwill, Impairment Loss     $ 0 $ 0    
Goodwill, Period Increase (Decrease)     1,000,000   $ 200,000  
Goodwill   $ 17,449,000 17,449,000   16,453,049 $ 16,231,938
Goodwill, Acquired During Period     995,951   $ 0  
Amortization of Intangible Assets $ 315,302 $ 366,442 $ 1,067,113 $ 945,907    
Minimum [Member]            
Finite-Lived Intangible Asset, Useful Life (Year)   1 year 1 year      
Maximum [Member]            
Finite-Lived Intangible Asset, Useful Life (Year)   15 years 15 years      
v3.24.3
Note 5 - Goodwill and Other Intangible Assets, Net - Goodwill By Reportable Segment (Details) - USD ($)
9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Beginning Balance $ 16,453,049 $ 16,231,938
Acquisitions 995,951 0
Adjustments 0 221,111
Ending Balance 17,449,000 16,453,049
Commercial Air Handling [Member]    
Beginning Balance 478,256 478,256
Acquisitions 0 0
Adjustments 0 0
Ending Balance 478,256 478,256
Industrial and Transportation Products [Member]    
Beginning Balance 15,974,793 15,753,682
Acquisitions 995,951 0
Adjustments 0 221,111
Ending Balance $ 16,970,744 $ 15,974,793
v3.24.3
Note 5 - Goodwill and Other Intangible Assets, Net - Summary of Intangible Assets (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Other intangibles, gross $ 17,551,750 $ 13,982,899
Less: accumulated amortization 6,797,412 5,730,299
Intangible assets, net 10,754,338 8,252,600
Customer Lists [Member]    
Other intangibles, gross 12,754,320 9,316,000
Noncompete Agreements [Member]    
Other intangibles, gross 200,000 200,000
Trademarks [Member]    
Other intangibles, gross $ 4,597,430 $ 4,466,899
v3.24.3
Note 5 - Goodwill and Other Intangible Assets, Net - Future Amortization Expense (Details)
Sep. 30, 2024
USD ($)
Remainder of 2024 $ 378,497
2025 1,513,988
2026 1,186,123
2027 1,070,076
2028 $ 1,011,894
v3.24.3
Note 6 - Property, Plant and Equipment, Net (Details Textual) - USD ($)
3 Months Ended 9 Months Ended
May 16, 2024
Sep. 30, 2024
Jun. 30, 2024
Sep. 30, 2023
Jun. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Aug. 30, 2024
Mar. 31, 2024
Jan. 02, 2024
Payments to Acquire Productive Assets           $ 2,127,673 $ 1,394,192      
Depreciation   $ 667,859   $ 806,639   1,972,568 $ 2,177,123      
North 52nd Properties LLC [Member]                    
Payments to Acquire Productive Assets $ 6,900,000   $ 6,900,000              
Heany Industries, LLC [Member]                    
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment                 $ 2,200,000 $ 2,234,200
Advanced Industrial Coatings LLC [Member]                    
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment   $ 1,900,000       $ 1,900,000   $ 1,885,087    
Common Class A [Member] | Aerospace Tooling Machine [Member] | Air Power Dynamics, LLC [Member]                    
Stock Issued During Period, Shares, Purchase of Assets (in shares)     741   7,317          
Stock Issued During Period, Value, Purchase of Assets     $ 30,011   $ 150,000          
v3.24.3
Note 6 - Property, Plant and Equipment, Net - Schedule of Property, Plant, and Equipment (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Property Plant and Equipment, Gross $ 40,626,211 $ 28,842,940
Less: accumulated depreciation 16,002,376 14,156,750
Property plant & equipment, net 24,623,835 14,686,190
Land [Member]    
Property Plant and Equipment, Gross 1,133,034 231,034
Building and Building Improvements [Member]    
Property Plant and Equipment, Gross 10,860,633 3,760,203
Machinery and Equipment [Member]    
Property Plant and Equipment, Gross $ 28,632,544 $ 24,851,703
v3.24.3
Note 7 - Investments in Equity Securities (Details Textual) - USD ($)
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Dec. 31, 2022
Equity Securities, FV-NI, Current $ 0 $ 640,931 $ 665,301 $ 657,971
Proceeds from Sale of Equity Securities, FV-NI $ 297,894      
Equity Securities, FV-NI, Realized Gain (Loss)   $ 0    
v3.24.3
Note 8 - Bank Debt (Details Textual) - USD ($)
3 Months Ended 9 Months Ended
Aug. 30, 2024
May 16, 2024
Jan. 02, 2024
Mar. 02, 2021
Jun. 30, 2024
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Nov. 27, 2023
Nov. 26, 2023
Payments to Acquire Productive Assets           $ 2,127,673 $ 1,394,192      
Heany Industries, LLC [Member]                    
Business Combination, Consideration Transferred     $ 6,550,000     6,600,000        
Advanced Industrial Coatings LLC [Member]                    
Business Combination, Consideration Transferred $ 4,300,000         4,300,000        
North 52nd Properties LLC [Member]                    
Payments to Acquire Productive Assets   $ 6,900,000     $ 6,900,000          
North 52nd Properties LLC [Member] | MidFirst Loan Agreement [Member]                    
Debt Instrument, Face Amount   $ 5,900,000                
Debt Instrument, Interest Rate, Stated Percentage   7.14%                
Debt Instrument, Covenant, Minimum Net Worth   $ 10,000,000                
J P Morgan Chase Bank [Member]                    
Line of Credit Facility, Covenant, Maximum Annual Amount Payable in Dividends or Other Restricted Payments                 $ 2,000,000 $ 1,250,000
J P Morgan Chase Bank [Member] | Prime Rate [Member] | Term Debt [Member]                    
Debt Instrument, Basis Spread on Variable Rate       0.25%            
J P Morgan Chase Bank [Member] | Letter of Credit [Member]                    
Line of Credit Facility, Maximum Borrowing Capacity       $ 3,000,000            
J P Morgan Chase Bank [Member] | Revolving Credit Facility [Member]                    
Line of Credit Facility, Remaining Borrowing Capacity           $ 24,200,000   $ 24,900,000    
J P Morgan Chase Bank [Member] | Revolving Credit Facility [Member] | Prime Rate [Member]                    
Debt Instrument, Basis Spread on Variable Rate       0.25%            
J P Morgan Chase Bank [Member] | Revolving Credit Facility [Member] | Secured Overnight Financing Rate (SOFR) [Member]                    
Debt Instrument, Basis Spread on Variable Rate       1.75%            
v3.24.3
Note 8 - Bank Debt - Summary of Loan Balances (Details) - Bank Debt [Member] - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Total Bank Debt $ 11,630,406 $ 5,112,187
Less: current portion 139,287 0
Non-current bank debt 11,491,119 5,112,187
Less: unamortized debt costs 93,230 15,515
Net non-current bank debt 11,397,889 5,096,672
Term Debt [Member]    
Total Bank Debt 5,826,531 0
Line of Credit [Member]    
Total Bank Debt $ 5,803,875 $ 5,112,187
v3.24.3
Note 9 - Notes Payable (Details Textual) - Notes Payable [Member] - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Jan. 15, 2021
Jan. 14, 2021
Notes Payable, Total $ 681,082 $ 1,294,435    
Related Party Notes [Member] | First Francis [Member]        
Notes Payable, Total       $ 2,077,384
Related Party Notes [Member] | First Francis [Member] | Komtek Forge [Member]        
Notes Payable, Total       $ 1,702,400
Related Party Notes Three [Member] | First Francis [Member]        
Notes Payable, Total $ 681,082 $ 1,294,435 $ 3,779,784  
Debt Instrument, Interest Rate, Stated Percentage     6.25%  
v3.24.3
Note 9 - Notes Payable - Notes Payable (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Jan. 15, 2021
Less: current portion $ 642,556 $ 824,226  
Notes Payable [Member]      
Notes payable 681,082 1,294,435  
Less: current portion 642,556 824,226  
Notes payable – non-current portion 38,526 470,209  
Notes Payable [Member] | Related Party Notes Three [Member] | First Francis [Member]      
Notes payable $ 681,082 $ 1,294,435 $ 3,779,784
v3.24.3
Note 10 - Leases (Details Textual)
9 Months Ended
Sep. 30, 2024
Lessee, Operating and Finance Lease, Renewal Term (Year) 10 years
Minimum [Member]  
Operating and Finance Lease, Remaining Term (Year) 1 year
Maximum [Member]  
Operating and Finance Lease, Remaining Term (Year) 10 years
v3.24.3
Note 10 - Leases - Lease Assets and Liabilities (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Operating lease right-of-use assets, net $ 7,230,196 $ 8,356,903
Operating lease liabilities – current 1,384,760 1,714,174
Operating lease liabilities – noncurrent 6,053,220 6,901,043
Total operating lease liabilities $ 7,437,980 $ 8,615,217
Weighted Average Remaining Lease Term, Operating Leases (in years) (Year) 7 years 8 months 12 days 7 years 1 month 6 days
Weighted Average Discount Rate, Operating Leases 5.30% 5.00%
v3.24.3
Note 11 - Earnings Per Common Share - Summary of Earnings Per Share Calculation (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Net Income $ 3,369,211 $ 2,814,736 $ 9,649,552 $ 10,057,550
Weighted average shares of common stock outstanding - Basic (in shares) 3,540,746 3,510,740 3,538,148 3,506,920
Net Income Per Common Share - Basic (in dollars per share) $ 0.95 $ 0.8 $ 2.73 $ 2.87
Unvested Restricted Stock Awards (in shares) 17,135 25,957 11,404 12,752
Weighted average shares of common stock - Diluted (in shares) 3,557,881 3,536,697 3,549,552 3,519,672
Net Income Per Common Share - Diluted (in dollars per share) $ 0.95 $ 0.8 $ 2.72 $ 2.86
v3.24.3
Note 12 - Acquisitions (Details Textual) - USD ($)
Aug. 31, 2024
Jan. 03, 2024
Sep. 30, 2024
Aug. 30, 2024
Jan. 02, 2024
Dec. 31, 2023
Dec. 31, 2022
Goodwill     $ 17,449,000     $ 16,453,049 $ 16,231,938
Heany Industries, LLC [Member]              
Business Combination, Consideration Transferred, Liabilities Incurred   $ 6,600,000          
Goodwill   900,000     $ 921,010    
Heany Industries, LLC [Member] | Customer Lists [Member]              
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles   $ 2,050,000.00          
Advanced Industrial Coatings LLC [Member]              
Business Combination, Consideration Transferred, Liabilities Incurred $ 4,300,000            
Goodwill 100,000     $ 74,942      
Advanced Industrial Coatings LLC [Member] | Customer Lists [Member]              
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles $ 1,400,000            
v3.24.3
Note 12 - Acquisitions - Summary Assets Acquired and Liabilities Assumed (Details) - USD ($)
9 Months Ended
Aug. 30, 2024
Jan. 02, 2024
Sep. 30, 2024
Aug. 31, 2024
Mar. 31, 2024
Jan. 03, 2024
Dec. 31, 2023
Dec. 31, 2022
Goodwill     $ 17,449,000       $ 16,453,049 $ 16,231,938
Heany Industries, LLC [Member]                
Total Consideration   $ 6,550,000 6,600,000          
Cash   250            
Accounts Receivable   540,177            
Inventory   777,738            
Fixed Assets   2,234,200     $ 2,200,000      
Prepaid and Other Assets   79,247            
Intangible Assets: Customer List & Trademarks   2,102,000            
Goodwill   921,010       $ 900,000    
Total Assets Acquired   6,654,622            
Accounts Payable   60,047            
Accrued Expense   44,575            
Total Liabilities Assumed   104,622            
Total Fair Value   6,550,000            
Acquisition transaction costs incurred were:   $ 226,181            
Advanced Industrial Coatings LLC [Member]                
Total Consideration $ 4,300,000   4,300,000          
Accounts Receivable 767,306              
Inventory 363,788              
Fixed Assets 1,885,087   $ 1,900,000          
Prepaid and Other Assets 23,224              
Intangible Assets: Customer List & Trademarks 1,387,320              
Goodwill 74,942     $ 100,000        
Total Assets Acquired 4,501,667              
Accounts Payable 93,488              
Accrued Expense 15,454              
Total Liabilities Assumed 201,667              
Total Fair Value 4,300,000              
Acquisition transaction costs incurred were: 134,240              
Deferred Revenue $ 92,725              
v3.24.3
Note 12 - Acquisitions - Revenue and Net Income of Acquired Entities (Details) - USD ($)
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual $ 112,811,955 $ 110,058,884
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual 9,649,552 10,057,550
Heany Industries, LLC [Member]    
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual 4,443,382 0
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual 211,828 0
Advanced Industrial Coatings LLC [Member]    
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual 405,182 0
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual 60,253 0
Acquired Entities [Member]    
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual 4,848,564 0
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual 272,081 0
All Other Entities [Member]    
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual 107,963,391 110,058,884
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual $ 9,377,471 $ 10,057,550
v3.24.3
Note 13 - Revenue Recognition (Details Textual) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Deferred Revenue, Current $ 6,238,391 $ 5,596,706
v3.24.3
Note 14 - Segment and Related Information (Details Textual)
9 Months Ended
Sep. 30, 2024
Number of Reportable Segments 2
v3.24.3
Note 14 - Segment and Related Information - Information by Industry Segment (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Sales $ 36,736,228 $ 33,641,513 $ 112,811,955 $ 110,058,884
Gross profit 10,687,652 8,909,332 31,343,999 29,900,761
Operating profit 5,258,443 4,296,968 14,948,713 14,568,600
Interest charges 262,130 294,825 804,028 1,030,729
Loss on investments in equity securities (12,059) 135,522 367,407 17,040
Other (income) expense, net 303,013 (599) 369,718 (345,569)
Income before Provision for Income Taxes 4,705,359 3,867,220 13,407,560 13,866,400
Operating Segments [Member]        
Sales 36,736,228 33,641,513 112,811,955 110,058,884
Gross profit 10,687,652 8,909,332 31,343,999 29,900,761
Operating profit 6,433,418 5,287,544 18,821,660 18,487,144
Corporate and Reconciling Items [Member]        
Operating profit 1,174,975 990,576 3,872,947 3,918,544
Commercial Air Handling [Member] | Operating Segments [Member]        
Sales 15,934,797 12,728,949 49,344,640 43,640,142
Gross profit 5,995,775 4,303,355 17,329,383 13,773,039
Operating profit 4,942,819 3,339,289 14,163,654 10,742,038
Industrial and Transportation Products [Member] | Operating Segments [Member]        
Sales 20,801,431 20,912,564 63,467,315 66,418,742
Gross profit 4,691,877 4,605,977 14,014,616 16,127,722
Operating profit $ 1,490,599 $ 1,948,255 $ 4,658,006 $ 7,745,106

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