10-K 1 crawa20231231_10k.htm FORM 10-K crawa20231231_10k.htm
0000047307 CRAWFORD UNITED Corp false --12-31 FY 2023 10,000,000 10,000,000 2,832,966 2,791,449 2,500,000 2,500,000 914,283 914,283 54,074 47,412 182,435 182,435 9 10 40 3 20 143,631 0 0 1 3,779,784 3,779,784 9,000,000 9,000,000 10 0 false false false false 00000473072023-01-012023-12-31 iso4217:USD 00000473072023-06-30 xbrli:shares 0000047307us-gaap:CommonClassAMember2024-03-04 0000047307us-gaap:CommonClassBMember2024-03-04 thunderdome:item 00000473072023-12-31 00000473072022-12-31 0000047307crawa:NotesPayableExcludingPaycheckProtectionProgramCaresActMember2023-12-31 0000047307crawa:NotesPayableExcludingPaycheckProtectionProgramCaresActMember2022-12-31 0000047307us-gaap:CommonClassAMember2023-12-31 0000047307us-gaap:CommonClassAMember2022-12-31 0000047307us-gaap:CommonClassBMember2023-12-31 0000047307us-gaap:CommonClassBMember2022-12-31 00000473072022-01-012022-12-31 iso4217:USDxbrli:shares 0000047307us-gaap:CommonClassAMemberus-gaap:CommonStockMember2021-12-31 0000047307us-gaap:CommonClassBMemberus-gaap:CommonStockMember2021-12-31 0000047307us-gaap:AdditionalPaidInCapitalMember2021-12-31 0000047307us-gaap:TreasuryStockCommonMember2021-12-31 0000047307us-gaap:RetainedEarningsMember2021-12-31 00000473072021-12-31 0000047307us-gaap:CommonClassAMemberus-gaap:CommonStockMember2022-01-012022-12-31 0000047307us-gaap:CommonClassBMemberus-gaap:CommonStockMember2022-01-012022-12-31 0000047307us-gaap:AdditionalPaidInCapitalMember2022-01-012022-12-31 0000047307us-gaap:TreasuryStockCommonMember2022-01-012022-12-31 0000047307us-gaap:RetainedEarningsMember2022-01-012022-12-31 0000047307us-gaap:CommonClassAMemberus-gaap:CommonStockMember2022-12-31 0000047307us-gaap:CommonClassBMemberus-gaap:CommonStockMember2022-12-31 0000047307us-gaap:AdditionalPaidInCapitalMember2022-12-31 0000047307us-gaap:TreasuryStockCommonMember2022-12-31 0000047307us-gaap:RetainedEarningsMember2022-12-31 0000047307us-gaap:CommonClassAMemberus-gaap:CommonStockMember2023-01-012023-12-31 0000047307us-gaap:CommonClassBMemberus-gaap:CommonStockMember2023-01-012023-12-31 0000047307us-gaap:AdditionalPaidInCapitalMember2023-01-012023-12-31 0000047307us-gaap:TreasuryStockCommonMember2023-01-012023-12-31 0000047307us-gaap:RetainedEarningsMember2023-01-012023-12-31 0000047307us-gaap:CommonClassAMemberus-gaap:CommonStockMember2023-12-31 0000047307us-gaap:CommonClassBMemberus-gaap:CommonStockMember2023-12-31 0000047307us-gaap:AdditionalPaidInCapitalMember2023-12-31 0000047307us-gaap:TreasuryStockCommonMember2023-12-31 0000047307us-gaap:RetainedEarningsMember2023-12-31 xbrli:pure 0000047307us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembercrawa:CommercialAirHandlingMember2023-01-012023-12-31 0000047307us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembercrawa:IndustrialAndTransportationProductsMember2023-01-012023-12-31 0000047307us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembercrawa:CommercialAirHandlingMember2022-01-012022-12-31 0000047307us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMembercrawa:IndustrialAndTransportationProductsMember2022-01-012022-12-31 0000047307us-gaap:TransferredOverTimeMember2023-01-012023-12-31 0000047307us-gaap:TransferredOverTimeMember2022-01-012022-12-31 0000047307us-gaap:TransferredAtPointInTimeMember2023-01-012023-12-31 0000047307us-gaap:TransferredAtPointInTimeMember2022-01-012022-12-31 utr:Y 0000047307us-gaap:BuildingAndBuildingImprovementsMembersrt:MinimumMember2023-12-31 0000047307us-gaap:BuildingAndBuildingImprovementsMembersrt:MaximumMember2022-12-31 0000047307us-gaap:MachineryAndEquipmentMembersrt:MinimumMember2023-12-31 0000047307us-gaap:MachineryAndEquipmentMembersrt:MaximumMember2022-12-31 0000047307crawa:CommercialAirHandlingMember2022-12-31 0000047307crawa:CommercialAirHandlingMember2021-12-31 0000047307crawa:CommercialAirHandlingMember2023-01-012023-12-31 0000047307crawa:CommercialAirHandlingMember2022-01-012022-12-31 0000047307crawa:CommercialAirHandlingMember2023-12-31 0000047307crawa:IndustrialAndTransportationProductsMember2022-12-31 0000047307crawa:IndustrialAndTransportationProductsMember2021-12-31 0000047307crawa:IndustrialAndTransportationProductsMember2023-01-012023-12-31 0000047307crawa:IndustrialAndTransportationProductsMember2022-01-012022-12-31 0000047307crawa:IndustrialAndTransportationProductsMember2023-12-31 0000047307crawa:GoodwillApproximationMember2022-12-31 0000047307crawa:GoodwillApproximationMember2023-12-31 0000047307crawa:GoodwillApproximationMember2021-12-31 0000047307crawa:AcquisitionOfGlobalTekManufacturingLLCMember2022-01-012022-12-31 0000047307srt:MinimumMember2022-12-31 0000047307srt:MaximumMember2022-12-31 0000047307us-gaap:CustomerListsMember2023-12-31 0000047307us-gaap:CustomerListsMember2022-12-31 0000047307us-gaap:NoncompeteAgreementsMember2023-12-31 0000047307us-gaap:NoncompeteAgreementsMember2022-12-31 0000047307us-gaap:TrademarksMember2023-12-31 0000047307us-gaap:TrademarksMember2022-12-31 0000047307us-gaap:LandMember2023-12-31 0000047307us-gaap:LandMember2022-12-31 0000047307us-gaap:BuildingAndBuildingImprovementsMember2023-12-31 0000047307us-gaap:BuildingAndBuildingImprovementsMember2022-12-31 0000047307us-gaap:MachineryAndEquipmentMember2023-12-31 0000047307us-gaap:MachineryAndEquipmentMember2022-12-31 0000047307crawa:AerospaceToolingMachineMembercrawa:AirPowerDynamicsLLCMemberus-gaap:CommonClassAMember2023-04-012023-06-30 0000047307us-gaap:FairValueInputsLevel1Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-31 0000047307us-gaap:FairValueInputsLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-31 0000047307us-gaap:FairValueInputsLevel3Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-31 0000047307us-gaap:CarryingReportedAmountFairValueDisclosureMember2023-12-31 0000047307us-gaap:FairValueInputsLevel1Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2022-12-31 0000047307us-gaap:FairValueInputsLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2022-12-31 0000047307us-gaap:FairValueInputsLevel3Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2022-12-31 0000047307us-gaap:CarryingReportedAmountFairValueDisclosureMember2022-12-31 0000047307crawa:JPMorganChaseBankMember2023-11-27 0000047307crawa:JPMorganChaseBankMember2023-11-26 0000047307us-gaap:LetterOfCreditMembercrawa:JPMorganChaseBankMember2021-03-02 0000047307us-gaap:RevolvingCreditFacilityMembercrawa:JPMorganChaseBankMemberus-gaap:PrimeRateMember2021-03-022021-03-02 0000047307us-gaap:RevolvingCreditFacilityMembercrawa:JPMorganChaseBankMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2021-03-022021-03-02 0000047307crawa:JPMorganChaseBankMembercrawa:TermDebtMemberus-gaap:PrimeRateMember2021-03-022021-03-02 0000047307crawa:BankDebtMembercrawa:TermDebtMember2023-12-31 0000047307crawa:BankDebtMembercrawa:TermDebtMember2022-12-31 0000047307crawa:BankDebtMemberus-gaap:LineOfCreditMember2023-12-31 0000047307crawa:BankDebtMemberus-gaap:LineOfCreditMember2022-12-31 0000047307crawa:BankDebtMember2023-12-31 0000047307crawa:BankDebtMember2022-12-31 0000047307us-gaap:RevolvingCreditFacilityMembercrawa:JPMorganChaseBankMember2023-12-31 0000047307us-gaap:RevolvingCreditFacilityMembercrawa:JPMorganChaseBankMember2022-12-31 0000047307crawa:RelatedPartyNotesMembercrawa:FirstFrancisMembercrawa:NotesPayableMember2021-01-14 0000047307crawa:RelatedPartyNotesMembercrawa:KomtekForgeMembercrawa:FirstFrancisMembercrawa:NotesPayableMember2021-01-14 0000047307crawa:RelatedPartyNotesThreeMembercrawa:FirstFrancisMembercrawa:NotesPayableMember2021-01-15 0000047307crawa:CADEnterprisesIncMember2018-07-012018-07-01 0000047307crawa:CADEnterprisesIncMembercrawa:SellerNoteMember2023-12-31 0000047307crawa:RelatedPartyNotesThreeMembercrawa:FirstFrancisMembercrawa:NotesPayableMember2023-12-31 0000047307crawa:RelatedPartyNotesThreeMembercrawa:FirstFrancisMembercrawa:NotesPayableMember2022-12-31 0000047307crawa:SellerNoteMembercrawa:NotesPayableMember2023-12-31 0000047307crawa:SellerNoteMembercrawa:NotesPayableMember2022-12-31 0000047307crawa:NotesPayableMember2023-12-31 0000047307crawa:NotesPayableMember2022-12-31 0000047307crawa:RelatedPartyNotesMembercrawa:NotesPayableMember2023-12-31 0000047307srt:MinimumMember2023-01-012023-12-31 0000047307srt:MaximumMember2023-01-012023-12-31 0000047307us-gaap:OtherCurrentLiabilitiesMember2023-12-31 0000047307us-gaap:OtherCurrentLiabilitiesMember2022-12-31 0000047307crawa:OperatingLeaseLiabilitiesMember2023-12-31 0000047307crawa:OperatingLeaseLiabilitiesMember2022-12-31 0000047307crawa:OtherCurrentLiabilitiesAndOperatingLeaseLiabilitiesMember2023-12-31 0000047307crawa:OtherCurrentLiabilitiesAndOperatingLeaseLiabilitiesMember2022-12-31 0000047307us-gaap:CommonClassAMember2019-12-31 0000047307us-gaap:CommonClassBMember2019-12-31 00000473072019-12-31 0000047307srt:MinimumMemberus-gaap:CommonClassAMember2023-12-31 0000047307crawa:Omnibus2023EquityPlanMemberus-gaap:CommonClassAMember2023-11-20 0000047307crawa:Omnibus2023EquityPlanMember2023-11-202023-12-31 0000047307us-gaap:CommonClassAMemberus-gaap:TreasuryStockCommonMember2021-12-31 0000047307us-gaap:CommonClassBMemberus-gaap:TreasuryStockCommonMember2021-12-31 0000047307us-gaap:CommonClassAMemberus-gaap:TreasuryStockCommonMember2022-01-012022-12-31 0000047307us-gaap:CommonClassBMemberus-gaap:TreasuryStockCommonMember2022-01-012022-12-31 0000047307us-gaap:CommonClassAMemberus-gaap:TreasuryStockCommonMember2022-12-31 0000047307us-gaap:CommonClassBMemberus-gaap:TreasuryStockCommonMember2022-12-31 0000047307us-gaap:CommonClassAMemberus-gaap:TreasuryStockCommonMember2023-01-012023-12-31 0000047307us-gaap:CommonClassBMemberus-gaap:TreasuryStockCommonMember2023-01-012023-12-31 0000047307us-gaap:CommonClassAMemberus-gaap:TreasuryStockCommonMember2023-12-31 0000047307us-gaap:CommonClassBMemberus-gaap:TreasuryStockCommonMember2023-12-31 0000047307us-gaap:ValuationAllowanceOperatingLossCarryforwardsMember2023-12-31 0000047307us-gaap:ValuationAllowanceOperatingLossCarryforwardsMember2022-12-31 0000047307crawa:ValuationAllowanceReserveForUncertainTaxPositionMember2023-12-31 0000047307crawa:ValuationAllowanceReserveForUncertainTaxPositionMember2022-12-31 0000047307us-gaap:StateAndLocalJurisdictionMembercrawa:ExpiresInTaxYear2024Member2023-12-31 0000047307crawa:ResearchDevelopmentOtherTaxCreditsMembercrawa:ExpiresInTaxYear2024Member2023-12-31 0000047307us-gaap:StateAndLocalJurisdictionMembercrawa:ExpiresInTaxYear2025Member2023-12-31 0000047307crawa:ResearchDevelopmentOtherTaxCreditsMembercrawa:ExpiresInTaxYear2025Member2023-12-31 0000047307us-gaap:StateAndLocalJurisdictionMembercrawa:ExpiresInTaxYear2026Member2023-12-31 0000047307crawa:ResearchDevelopmentOtherTaxCreditsMembercrawa:ExpiresInTaxYear2026Member2023-12-31 0000047307us-gaap:StateAndLocalJurisdictionMembercrawa:ExpiresInTaxYear2027Member2023-12-31 0000047307crawa:ResearchDevelopmentOtherTaxCreditsMembercrawa:ExpiresInTaxYear2027Member2023-12-31 0000047307us-gaap:StateAndLocalJurisdictionMembercrawa:ExpiresInTaxYear2028Member2023-12-31 0000047307crawa:ResearchDevelopmentOtherTaxCreditsMembercrawa:ExpiresInTaxYear2028Member2023-12-31 0000047307us-gaap:StateAndLocalJurisdictionMembercrawa:ExpiresInTaxYear2029Member2023-12-31 0000047307crawa:ResearchDevelopmentOtherTaxCreditsMembercrawa:ExpiresInTaxYear2029Member2023-12-31 0000047307us-gaap:StateAndLocalJurisdictionMembercrawa:ExpiresInTaxYear2030Member2023-12-31 0000047307crawa:ResearchDevelopmentOtherTaxCreditsMembercrawa:ExpiresInTaxYear2030Member2023-12-31 0000047307us-gaap:StateAndLocalJurisdictionMembercrawa:ExpiresInTaxYear2031Member2023-12-31 0000047307crawa:ResearchDevelopmentOtherTaxCreditsMembercrawa:ExpiresInTaxYear2031Member2023-12-31 0000047307us-gaap:StateAndLocalJurisdictionMembercrawa:ExpiresInTaxYear2032Member2023-12-31 0000047307crawa:ResearchDevelopmentOtherTaxCreditsMembercrawa:ExpiresInTaxYear2032Member2023-12-31 0000047307us-gaap:StateAndLocalJurisdictionMembercrawa:ExpiresInTaxYear2033Member2023-12-31 0000047307crawa:ResearchDevelopmentOtherTaxCreditsMembercrawa:ExpiresInTaxYear2033Member2023-12-31 0000047307us-gaap:StateAndLocalJurisdictionMembercrawa:ExpiresInTaxYear2034Member2023-12-31 0000047307crawa:ResearchDevelopmentOtherTaxCreditsMembercrawa:ExpiresInTaxYear2034Member2023-12-31 0000047307us-gaap:StateAndLocalJurisdictionMembercrawa:ExpiresInTaxYear2035Member2023-12-31 0000047307crawa:ResearchDevelopmentOtherTaxCreditsMembercrawa:ExpiresInTaxYear2035Member2023-12-31 0000047307us-gaap:StateAndLocalJurisdictionMembercrawa:ExpiresInTaxYear2036Member2023-12-31 0000047307crawa:ResearchDevelopmentOtherTaxCreditsMembercrawa:ExpiresInTaxYear2036Member2023-12-31 0000047307crawa:ExpiresInTaxYear2037Member2023-12-31 0000047307us-gaap:StateAndLocalJurisdictionMembercrawa:ExpiresIn2038AndBeyondMember2023-12-31 0000047307crawa:ResearchDevelopmentOtherTaxCreditsMembercrawa:ExpiresIn2038AndBeyondMember2023-12-31 0000047307us-gaap:StateAndLocalJurisdictionMember2023-12-31 0000047307us-gaap:StateAndLocalJurisdictionMembercrawa:ResearchDevelopmentOtherTaxCreditsMember2023-12-31 0000047307us-gaap:EmployeeStockOptionMember2023-01-012023-12-31 0000047307us-gaap:EmployeeStockOptionMember2022-01-012022-12-31 0000047307crawa:UnitedSteelworkersPensionFundMember2023-01-012023-12-31 0000047307crawa:UnitedSteelworkersPensionFundMember2022-01-012022-12-31 0000047307crawa:ReversoAssetPurchaseAgreementMembercrawa:ReversoPumpsIncMember2022-01-102022-01-10 0000047307crawa:ReversoPumpsIncMembercrawa:SeparAmericaMember2022-01-102022-01-10 0000047307crawa:ReversoPumpsIncMember2022-01-102022-01-10 0000047307crawa:ReversoPumpsIncMember2022-01-10 0000047307crawa:ReversoPumpsIncMembercrawa:SeparAmericaMember2022-01-10 0000047307crawa:ReversoPumpsIncMemberus-gaap:CustomerListsMember2022-01-10 0000047307crawa:ReversoPumpsIncMemberus-gaap:TrademarksMember2022-01-10 0000047307crawa:KnittingMachineryCompanyOfAmericaLLCMember2022-05-012022-05-01 0000047307crawa:KnittingMachineryCompanyOfAmericaLLCMember2022-05-01 0000047307crawa:KnittingMachineryCompanyOfAmericaLLCMember2023-01-012023-12-31 0000047307crawa:KnittingMachineryCompanyOfAmericaLLCMember2022-12-31 0000047307crawa:KnittingMachineryCompanyOfAmericaLLCMember2023-12-31 0000047307crawa:KnittingMachineryCompanyOfAmericaLLCMemberus-gaap:TrademarksMember2022-05-01 0000047307crawa:KnittingMachineryCompanyOfAmericaLLCMemberus-gaap:CustomerListsMember2022-05-01 0000047307crawa:ReversoPumpsIncMember2023-01-012023-12-31 0000047307crawa:ReversoPumpsIncMember2022-01-012022-12-31 0000047307crawa:SeparAmericaMember2023-01-012023-12-31 0000047307crawa:SeparAmericaMember2022-01-012022-12-31 0000047307crawa:KnittingMachineryCompanyOfAmericaLLCMember2022-01-012022-12-31 0000047307crawa:AcquiredEntitiesMember2023-01-012023-12-31 0000047307crawa:AcquiredEntitiesMember2022-01-012022-12-31 0000047307crawa:AllOtherEntitiesMember2023-01-012023-12-31 0000047307crawa:AllOtherEntitiesMember2022-01-012022-12-31 0000047307us-gaap:CorporateAndOtherMember2023-01-012023-12-31 0000047307us-gaap:CorporateAndOtherMember2022-01-012022-12-31 0000047307us-gaap:OperatingSegmentsMembercrawa:CommercialAirHandlingEquipmentMember2023-01-012023-12-31 0000047307us-gaap:OperatingSegmentsMembercrawa:CommercialAirHandlingEquipmentMember2022-01-012022-12-31 0000047307us-gaap:OperatingSegmentsMembercrawa:IndustrialAndTransportationProductsSegmentMember2023-01-012023-12-31 0000047307us-gaap:OperatingSegmentsMembercrawa:IndustrialAndTransportationProductsSegmentMember2022-01-012022-12-31 0000047307us-gaap:CorporateNonSegmentMember2023-01-012023-12-31 0000047307us-gaap:CorporateNonSegmentMember2022-01-012022-12-31 0000047307us-gaap:OperatingSegmentsMembercrawa:CommercialAirHandlingEquipmentMember2023-12-31 0000047307us-gaap:OperatingSegmentsMembercrawa:CommercialAirHandlingEquipmentMember2022-12-31 0000047307us-gaap:OperatingSegmentsMembercrawa:IndustrialAndTransportationProductsSegmentMember2023-12-31 0000047307us-gaap:OperatingSegmentsMembercrawa:IndustrialAndTransportationProductsSegmentMember2022-12-31 0000047307us-gaap:CorporateNonSegmentMember2023-12-31 0000047307us-gaap:CorporateNonSegmentMember2022-12-31 0000047307country:US2023-01-012023-12-31 0000047307country:US2022-01-012022-12-31 0000047307country:PR2023-01-012023-12-31 0000047307country:PR2022-01-012022-12-31 0000047307country:CA2023-01-012023-12-31 0000047307country:CA2022-01-012022-12-31 0000047307crawa:OtherForeignCountriesMember2023-01-012023-12-31 0000047307crawa:OtherForeignCountriesMember2022-01-012022-12-31 00000473072023-01-012023-03-31 00000473072023-04-012023-06-30 00000473072023-07-012023-09-30 00000473072023-10-012023-12-31 00000473072022-01-012022-03-31 00000473072022-04-012022-06-30 00000473072022-07-012022-09-30 00000473072022-10-012022-12-31 0000047307us-gaap:SubsequentEventMember2024-01-022024-01-02 0000047307us-gaap:AllowanceForCreditLossMember2021-12-31 0000047307us-gaap:AllowanceForCreditLossMember2022-01-012022-12-31 0000047307us-gaap:AllowanceForCreditLossMember2022-12-31 0000047307us-gaap:InventoryValuationReserveMember2021-12-31 0000047307us-gaap:InventoryValuationReserveMember2022-01-012022-12-31 0000047307us-gaap:InventoryValuationReserveMember2022-12-31 0000047307us-gaap:WarrantyReservesMember2021-12-31 0000047307us-gaap:WarrantyReservesMember2022-01-012022-12-31 0000047307us-gaap:WarrantyReservesMember2022-12-31 0000047307us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2021-12-31 0000047307us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2022-01-012022-12-31 0000047307us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2022-12-31 0000047307crawa:ReserveForUncertainTaxPositionsMember2021-12-31 0000047307crawa:ReserveForUncertainTaxPositionsMember2022-01-012022-12-31 0000047307crawa:ReserveForUncertainTaxPositionsMember2022-12-31 0000047307us-gaap:AllowanceForCreditLossMember2023-01-012023-12-31 0000047307us-gaap:AllowanceForCreditLossMember2023-12-31 0000047307us-gaap:InventoryValuationReserveMember2023-01-012023-12-31 0000047307us-gaap:InventoryValuationReserveMember2023-12-31 0000047307us-gaap:WarrantyReservesMember2023-01-012023-12-31 0000047307us-gaap:WarrantyReservesMember2023-12-31 0000047307us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2023-01-012023-12-31 0000047307us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2023-12-31 0000047307crawa:ReserveForUncertainTaxPositionsMember2023-01-012023-12-31 0000047307crawa:ReserveForUncertainTaxPositionsMember2023-12-31 0000047307crawa:NotesPayableMember2023-01-012023-12-31
 
 

 

Table of Contents

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

 

FORM 10-K 

 

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

 

For the fiscal year ended December 31, 2023

 

OR

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

 

For the transition period from                       to                              

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, 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
Securities registered pursuant to Section 12(g) of the Act:

Class A Common Shares, without par value
(Title of Class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes ☐ No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

 

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 has filed a report on and attestation to its management’s access of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. (b)) by the registered public accounting firm that prepared or issued its audit report.

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

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

 

As of June 30, 2023, the Registrant had 2,778,892 voting Class A Common Shares outstanding and 731,848 voting Class B Common Shares outstanding. As of such date, non-affiliates held 847,420 Class A Common Shares and 128,098 Class B Common Shares. As of June 30, 2023, based on the closing price of $23.13 per Class A Common Share on the OTC Pink Open Market, the aggregate market value of the Class A Common Shares held by such non-affiliates was approximately $19,600,825. There is no trading market in the Class B Common Shares.

 

As of March 4, 2024, 2,809,219 Class A Common Shares and 731,848 Class B Common Shares were outstanding.

 

Documents Incorporated by Reference:

Portions of the Registrant’s Definitive Proxy Statement on Schedule 14A related to its 2024 Annual Meeting of Shareholders, to be filed by the Company with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year covered by this Form 10-k are incorporated by reference into Part III (Items 10, 11, 12, 13 and 14) of this report.

 

Except as otherwise stated, the information contained in this Form 10-K is as of December 31, 2023.

 

  

 

Table of Contents

 

PART I.

4

ITEM 1. BUSINESS

4

ITEM 1A. RISK FACTORS

7

ITEM 1B. UNRESOLVED STAFF COMMENTS

13

ITEM 1C. CYBERSECURITY 13

ITEM 2. PROPERTIES

13

ITEM 3. LEGAL PROCEEDINGS

13

ITEM 4. MINE SAFETY DISCLOSURES

14

* EXECUTIVE OFFICERS OF REGISTRANT

14

   

PART II.

15

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

15

ITEM 6. [RESERVED]

15

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

16

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

22

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

22

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

49

ITEM 9A. CONTROLS AND PROCEDURES

49

ITEM 9B. OTHER INFORMATION

51

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 51
   

PART III.

52

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

52

ITEM 11. EXECUTIVE COMPENSATION

52

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

52

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 

52

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

52

   

PART IV.

53

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

53

ITEM 16. FORM 10-K SUMMARY

53

EXHIBIT INDEX

55

SIGNATURES

57

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

58

 

 

 

PART I

 

ITEM 1. BUSINESS. 

 

General Development of Business

Crawford United Corporation was founded in 1910 and organized in 1915 as an Ohio corporation, and first offered its securities to the public in 1959. Except as otherwise stated, the terms "Company" or "Crawford United" as used herein mean Crawford United Corporation and its wholly-owned subsidiaries, CAD Enterprises Inc., Data Genomix LLC, Federal Hose Manufacturing LLC, Crawford AE LLC doing business as Air Enterprises, Marine Products International LLC, Komtek Forge LLC, Global-Tek-Manufacturing LLC, Global-Tek Colorado LLC, Emergency Hydraulics LLC, Knitting Machinery Company of America, LLC, Reverso Pumps LLC and Separ America LLC. Crawford United Corporation is a growth-oriented holding company providing specialty industrial products to diverse markets, including healthcare, aerospace, defense, education, transportation, and petrochemical.

 

The Company reports operations for two business segments: (1) Commercial Air Handling Equipment and (2) Industrial and Transportation Products. The identification of our operating segments is based on guidance in ASC 280 “Segment Reporting”. The Company's management evaluates segment performance based primarily on operating income. Intangible assets are allocated to each segment and the related amortization of these assets are recorded in selling, general and administrative expenses. The Company does not allocate corporate costs or interest expense to the respective segments.

 

Both the Commercial Air Handling Equipment segment and the Industrial and Transportation Products segment engage in business activities from which they may recognize revenues and incur expenses, including revenue and expenses relating to transactions with other components of the Company. The operating results for both the Commercial Air Handling Equipment segment and the Industrial and Transportation Products segment are reviewed regularly by our chief operating decision maker and are 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, pharmaceutical and industrial manufacturing markets in the United States. This segment also sells to select international markets. The custom air handling units are constructed of non-corrosive aluminum, resulting in sustainable, long-lasting, and energy efficient solutions with life expectancies of 50 years or more. These products are distributed through a network of sales representatives, based on relationships with health care networks, building contractors and engineering firms. The custom air handling equipment is designed, manufactured and installed under the brand names FactoryBilt® and SiteBilt®. FactoryBilt® air handling solutions are designed, fabricated and assembled in a vertically integrated process entirely within the Akron, Ohio facility. SiteBilt® air handling solutions are designed and fabricated in Akron, but are then crated and shipped to the field and assembled on-site.

 

Industrial and Transportation Products: 

The Industrial and Transportation Products segment was added July 1, 2016, when the Company purchased the assets of the Federal Hose Manufacturing, LLC of Painesville, Ohio. This business segment includes the manufacture of flexible interlocking metal hoses and the distribution of silicone and hydraulic hoses. Metal hoses are sold primarily to major heavy-duty truck manufacturers and major aftermarket suppliers in North America. Metal hoses are also sold into the agricultural, industrial and petrochemical markets. Silicone hoses are distributed to a number of industries in North America, including agriculture and general industrial markets. The Company purchased all of the issued and outstanding shares of capital stock of CAD Enterprises, Inc.(“CAD”) in Phoenix, Arizona on July 1, 2018. CAD provides complete end-to-end engineering, machining, grinding, welding, brazing, heat treat and assembly solutions. Utilizing state-of-the-art machining and welding technologies, this segment is an industry leader in providing complex components produced from nickel-based superalloys and stainless steels. CAD’s quality certifications include ISO 9001:2015/AS9100D, as well as Nadcap accreditation for Fluorescent Penetrant Inspection (FPI), Heat Treating/Braze, Non-Conventional Machining EDM, and TIG/E-Beam welding. The Company added the distribution of marine hose to this segment through the acquisition of the assets of MPI Products, Inc. (“MPI”) on January 2, 2020. MPI 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 factors used to determine the Company’s reportable segments follow the guidance of ASC 280-10-50-21 and 50-10-22 and include consideration of the type of products or services delivered, the customers and end markets served, the appliable revenue recognition methodology and the length of time it takes to deliver products or services to customers. The Commercial Air Handling Equipment segment was identified as a reportable segment consisting of Air Enterprises, because Air Enterprises is strategically and operationally different from our other companies in several ways. First, Air Enterprises sells equipment to end customers and our other businesses that fall into the Industrial and Transportation Products segment sell products and components to end customers, not equipment. Second, the Commercial Air Handling Equipment segment delivers custom air handling solutions to customers which is different than the Industrial and Transportation Products segment which delivers manufactured metal, silicone, hydraulic and marine hoses, complex engineered components, highly engineered forgings, highly engineered and machined parts and data analytic technology applications. Third, the Commercial Air Handling Equipment segment serves customers primarily in the health care and education end markets while the Industrial and Transportation Products segment delivers products to customers in the heavy-duty truck manufacturing, agricultural, industrial, petrochemical, aerospace, defense, industrial gas turbine, medical prosthetics, alternative energy and emergency vehicle end markets. Fourth, the Commercial Air Handling Equipment segment recognizes revenue primarily over time while the Industrial and Transportation Products segment recognizes revenue primarily at a point in time. Fifth, the Commercial Air Handling Equipment segment manufactures custom air handling solutions for customers over a period of three to eighteen months from the time the order is received to the time the air handling solution is delivered to the end customer as compared to the Industrial and Transportation Products segment which sells and delivers products to customers much more quickly, often within 30 days or less. For the reasons previously mentioned, Air Enterprises is strategically and operationally different than the other businesses owned by the Company and management finds it useful to include this business in the Commercial Air Handling Segment which is separate and distinct from all of our other businesses that reside in the Industrial and Transportation Products segment.

 

Corporate costs not allocated to the segments: 

Costs incurred at corporate headquarters do not directly relate to the two reportable segments and thus are not allocated. The nature of these costs has remained consistent, but the dollar values have increased which coincides with the Company's growth.

 

Information by industry segment is set forth below: 

 

 

   

Years Ended

 
   

December 31,

 
   

2023

   

2022

 

Sales summary by segment

               

Commercial Air Handling

  $ 58,378,593     $ 47,649,695  

Industrial and Transportation Products

    85,507,341       80,105,232  

Total Sales

    143,885,934       127,754,927  
                 

Gross profit summary by segment

               

Commercial Air Handling

    19,123,207       10,751,822  

Industrial and Transportation Products

    18,522,875       16,280,959  

Total Gross Profit

    37,646,082       27,032,781  
                 

Segment operating profit

               

Commercial Air Handling

    15,367,247       6,670,069  

Industrial and Transportation Products

    7,594,668       5,955,820  

Total Segment Operating Profit

    22,961,915       12,625,889  
                 

Corporate charges not allocated to segments

    5,029,444       4,092,417  

Operating Income

    17,932,471       8,533,472  
                 

Interest charges

    1,255,984       1,138,224  

(Gain) loss on investments

    (7,330 )     860,273  

Other (income) expense, net

    (480,331 )     (1,197,218 )

Income before Provision for Income Taxes

  $ 17,164,148     $ 7,732,194  

 

 

Sources and Availability of Raw Materials 

Raw materials essential to the business segments are acquired from a large number of domestic manufacturers and some materials are purchased from European and Southeast Asian sources.
 

The Industrial and Transportation products segment uses various materials in the manufacture of its products. These include forgings and castings, steel fittings and hose packing consisting of silicone, cotton and copper wire. Seven suppliers provide approximately 45% of inventory purchases in this segment. If any one of these sources of supply were interrupted for any reason, the Company would need to devote additional time and expense in obtaining the same volume of supply from its other qualified sources.

 

Aluminum, the major raw material used in construction of the Commercial Air Handling units, is sourced from two major suppliers but is generally readily available from other sources. Copper is used by suppliers of a major component used in the product and the Company maintains relationships with three suppliers of these components to limit vulnerability. The Company maintains relationships with multiple suppliers for most of the other componentry used in assembly of the product, in order to maintain best costs for material and competitive lead times. The majority of materials for this segment are sourced domestically or from Canada.

 

The Company believes it has adequate sources of supply for its primary raw materials and components and has not had difficulty in obtaining the raw materials, component parts or finished goods from its suppliers.

 

Importance of Patents, Licenses, Franchises, Trademarks and Concessions 

The Company’s Data Genomix LLC subsidiary holds a patent on technology used to facilitate highly targeted advertising to identified audience members across social media channels. Other than the names “Federal Hose”, “Marine Products International”, “CAD Enterprises”, “Global-Tek”, “Komtek Forge”, “Reverso Pumps”, "Separ Filter", "Emergency Hydraulics", "Knitting Machinery Company", "Data Genomix", and “Air Enterprises” and the FactoryBilt® and SiteBilt® registered trademarks, the Company does not have any material licenses, franchises or concessions.

 

Seasonality 

In light of the markets served by its products, the Company does not believe that its Commercial Air Handling segment nor its Industrial and Transportation Products segment businesses are seasonal in nature.

 

Dependence on Customers 

For the year ended December 31, 2023, sales to nine customers in the Commercial Air Handling Equipment segment were 18.9% of consolidated sales of the Company, while sales to nine customers in the Industrial and Transportation products segment accounted for 23.2% of consolidated sales of the Company. For the year ended December 31, 2022, sales to nine customers in the Commercial Air Handling Equipment segment were 17% of consolidated sales of the Company, while sales to nine customers in the Industrial and Transportation products segment accounted for 22.5% of consolidated sales of the Company. The Company has long-term contractual relationships with a large customer in the Industrial and Transportation products segment. Sales to this large customer for the year ended December 31, 2023 were 10% of consolidated sales of the Company compared to 6.7% of consolidated sales of the Company in prior year.

 

Competitive Conditions

The Company is engaged in highly competitive industries and faces competition from domestic and international firms. Competition in the Industrial and Transportation products segment comes domestically and internationally. The Company believes that it has a strong competitive position due to its expertise, certifications, long term customer contracts, and reputation for excellent quality. Competition in the Commercial Air Handling segment comes from both custom and non-custom air handling solution manufacturers. The Company believes that it has a strong competitive position due to the high quality and long life of the Company’s customized aluminum air handling solutions.

 

Number of Persons Employed 

Total employment by the Company was 405 full-time employees at December 31, 2023, compared to 387 full-time employees at December 31, 2022.

 

Available Information

The Company's Internet address is http://www.crawfordunited.com/. Crawford United makes available free of charge on or through its website its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy and information statements and amendments and supplements to those reports and statements filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after the Company electronically files such materials with, or furnishes them to, the Securities and Exchange Commission (the "SEC"). The SEC maintains an Internet site that contains these documents at www.sec.gov.

 

 

ITEM 1A. RISK FACTORS.

 

You should carefully consider the risks and uncertainties described below, together with the information included elsewhere in this Annual Report on Form 10-K and other documents we file with the SEC. The risks and uncertainties described below are those that we have identified as material, but are not the only risks and uncertainties facing us. Our business is also subject to general risks and uncertainties that affect many other companies, such as market conditions, economic conditions, geopolitical events, changes in laws, regulations or accounting rules, fluctuations in interest rates, terrorism, wars or conflicts, major health concerns, natural disasters or other disruptions of expected business conditions. Additional risks and uncertainties not currently known to us or that we currently believe are immaterial also may impair our business, including our results of operations, liquidity and financial condition.

 

Company Risk Factors

 

Conditions in the global economy, the particular markets we serve and the financial markets may adversely affect our business and results of operations.

 

We may experience substantial increases and decreases in business volume throughout economic cycles. Industries we serve, including the heavy-duty truck, industrial equipment, aircraft, health care, education, pharmaceutical, industrial manufacturing, agricultural, marine, and petrochemical industries are sensitive to general economic conditions. Slower global economic growth or an economic recession, inflationary economic conditions, volatility in the currency and credit markets, high levels of unemployment or underemployment, reduced levels of capital expenditures, changes or anticipation of potential changes in government trade, fiscal, tax and monetary policies, public health crises, capital deficiencies and/or changes in capital requirements for financial institutions, government deficit reduction and budget negotiation dynamics, sequestration, austerity measures and other challenges that affect the global economy may adversely affect us and our distributors, customers and suppliers, including having the effect of:

 

 

reducing demand for our products, limiting the financing available to our customers and suppliers, increasing order cancellations and resulting in longer sales cycles and slower adoption of new technologies;

   

 

 

increasing the difficulty in collecting accounts receivable and the risk of excess and obsolete inventories;

   

 

 

increasing price competition in our served markets;

   

 

 

further increases in supply, freight and labor costs;

   

 

 

supply interruptions or delays, which could disrupt our ability to produce our products;

   

 

 

increasing the risk that counterparties to our contractual arrangements will become insolvent or otherwise unable to fulfill their contractual obligations; and

   

 

 

adversely impacting market sizes and growth rates.

 

 

If growth in the global economy or in any of the markets we serve slows for a significant period, if there is significant deterioration in the global economy or such markets or if improvements in the global economy do not benefit the markets we serve, it could have a material adverse effect on our financial condition, liquidity and results of operations.

 

Significant developments or uncertainties stemming from U.S. laws and policies, including changes in U.S. trade policies, tariffs and the reaction of other countries thereto, could have an adverse effect on our business.

 

Changes, potential changes or uncertainties in U.S. social, political, regulatory and economic conditions or laws and policies governing foreign trade, manufacturing, and development and investment in the territories and countries where we or our customers operate, could adversely affect our business and financial results. For example, increases in tariffs on certain goods imported into the United States, and substantial changes to the trade agreements, have adversely affected, and in the future could further adversely affect, our business and results of operations. Furthermore, retaliatory tariffs or other trade restrictions on products and materials that we or our customers and suppliers export or import could affect demand for our products. Direct or indirect consequences of tariffs, retaliatory tariffs or other trade restrictions may also alter the competitive landscape of our products in one or more regions of the world. Trade tensions or other governmental action related to tariffs or international trade agreements or policies has the potential to negatively impact our business, financial condition and results of operations.

 

As a result of Russia’s invasion of Ukraine, the United States, the United Kingdom and the European Union governments, among others, have developed coordinated sanctions packages. As the military conflict in Ukraine continues, there can be no certainty regarding whether such governments or other governments will impose additional sanctions or other economic or military measures against Russia. The impact of the military conflict in Ukraine, including further economic sanctions or expanded war or military conflict, as well as potential responses to them by Russia, could adversely affect our business, supply chain, suppliers or customers.

 

Decreased availability or increased costs of materials could increase our costs of producing our products.

 

We purchase raw materials, fabricated components, some finished goods and services from a variety of suppliers. Where appropriate, we employ contracts with our suppliers, both domestic and international. From time to time, however, the prices, availability, or quality of these materials fluctuate due to global market demands, import duties and tariffs, freight and labor availability and costs, economic conditions, or other conditions such as public health crises, which could impair our ability to procure necessary materials or increase the cost of these materials. Further, inflationary and other increases in costs of materials have occurred and may persist or recur from time to time. In addition, freight costs associated with shipping products and receiving materials are impacted by fluctuations in the cost of oil and gas, shipping capacity and labor shortages. A reduction in the supply, further increases in the cost or changes in quality of those materials could impact our ability to manufacture our products and could increase the cost of production, which could negatively impact our revenues and profitability.

 

Our growth could suffer if the markets into which we sell our products decline, do not grow as anticipated or experience cyclicality.

 

Our growth depends in part on the growth of the markets which we serve. Our quarterly sales and profits depend substantially on the volume and timing of orders received during the fiscal quarter, which are difficult to forecast. Any economic decline or lower than expected growth in our served markets could diminish demand for our products and services, which would adversely affect our financial results. Certain businesses of ours operate in industries that may experience seasonality or other periodic, cyclical downturns. Demand for our products is also sensitive to changes in customer order patterns, which may be affected by announced price changes, marketing, new product introductions, changes in distributor or customer inventory levels due to distributor or customer management thereof or other factors. Any of these factors could adversely affect our growth and results of operations in any given period.

 

 

Our revolving credit facility contains various covenants limiting the discretion of our management in operating our business, including requiring us to maintain a maximum fixed charge coverage ratio.

 

Our revolving credit facility contains various restrictive covenants and restrictions, including financial covenants that limit management’s discretion in operating our business. In particular, these instruments limit our ability to, among other things:

 

 

incur additional debt;

   

 

 

grant liens on assets;

   

 

 

make investments, including capital expenditures;

   

 

 

sell or acquire assets outside the ordinary course of business;

   

 

 

engage in transactions with affiliates; and

   

 

 

make fundamental business changes.

 

The revolving credit facility also requires us to maintain a fixed charge coverage ratio of 1.20 to 1.00. If we fail to comply with the restrictions in the revolving credit facility or any other current or future financing agreements, a default may allow the creditors under the relevant agreements to accelerate the related debts and to exercise their remedies under these agreements, which typically will include the right to declare the principal amount of that debt, together with accrued and unpaid interest, and other related amounts, immediately due and payable, to exercise any remedies the creditors may have to foreclose on assets that are subject to liens securing that debt, and to terminate any commitments they had made to supply further funds. The exercise of any default remedies by our creditors would have a material adverse effect on our ability to finance working capital needs and capital expenditures.

 

We are dependent on key customers.

 

We rely on several key customers. For the twelve months ended December 31, 2023, our ten largest customers accounted for approximately 33% of our net sales. For the twelve months ended December 31, 2022, our ten largest customers accounted for approximately 29% of our net sales. Due to competitive issues, we have lost key customers in the past and may again in the future. Customer orders are dependent upon their markets and may be subject to delays or cancellations. As a result of dependence on our key customers, we could experience a material adverse effect on our business and results of operations if any of the following were to occur:

 

 

the loss of any key customer, in whole or in part;

   

 

 

the insolvency or bankruptcy of any key customer;

   

 

 

a declining market in which customers reduce orders or demand reduced prices; or

   

 

 

a strike or work stoppage at a key customer facility, which could affect both their suppliers and customers.

 

If any of our key customers become insolvent or file for bankruptcy, our ability to recover accounts receivable from that customer would be adversely affected and any payments we received in the preference period prior to a bankruptcy filing may be potentially forfeitable, which could adversely impact our results of operations.

 

Our acquisition of businesses could negatively impact our financial results.

 

As part of our business strategy, we acquire businesses. Acquisitions involve a number of financial, accounting, managerial, operational, legal, compliance and other risks and challenges, including the following, any of which could adversely affect our business and our financial results:

 

 

any business that we acquire could under-perform relative to our expectations and the price that we paid or not perform in accordance with our anticipated timetable, or we could fail to operate any such business profitably;

   

 

 

acquisitions could cause our financial results to differ from our own or the investment community’s expectations in any given period, or over the long-term;

 

 

 

pre-closing and post-closing earnings charges could adversely impact operating results in any given period, and the impact may be substantially different from period-to-period;

   

 

 

acquisitions could create demands on our management, operational resources and financial and internal control systems that we are unable to effectively address;

   

 

 

we could experience difficulty in integrating personnel, operations and financial and other controls and systems and retaining key employees and customers;

   

 

 

we may be unable to achieve cost savings or other synergies anticipated in connection with an acquisition; or

   

 

 

we may assume unknown liabilities, known contingent liabilities that become realized, known liabilities that prove greater than anticipated or internal control deficiencies from the acquired company’s activities and the realization of any of these liabilities or deficiencies may increase our expenses or adversely affect our financial position.

 

Future claims, litigation and regulatory actions could adversely affect our financial condition and our ability to conduct our business.

 

While we strive to ensure that our products comply with applicable government regulatory standards and internal requirements and that our products perform effectively and safely, customers from time to time could claim that our products do not meet contractual requirements, and users could be harmed by use or misuse of our products. This could give rise to breach of contract, warranty or recall claims, or claims for negligence, product liability, strict liability, personal injury or property damage. Product liability insurance coverage may not be available or adequate in all circumstances. In addition, claims may arise related to patent infringement, environmental liabilities, distributor terminations, commercial contracts, antitrust or competition law, employment law and employee benefits issues and other regulatory matters. While we have in place processes and policies to mitigate these risks and to investigate and address such claims as they arise, we cannot predict the underlying costs to defend or resolve such claims.

 

Our business operations could be significantly disrupted by the loss of any members of our senior management team and segment leaders.

 

Our success depends to a significant degree upon the continued contributions of our senior management team and segment leaders. Our senior management team has extensive marketing, sales, manufacturing, finance and engineering experience, and we believe that the depth of our management team is instrumental to our continued success. The loss of any of our key managers in the future could significantly impede our ability to successfully implement our business strategy, financial plans, expansion of services, marketing and other objectives.

 

A significant disruption in, or breach in security of, our information technology systems or data could adversely affect our business, reputation and results of operations.

 

We rely on information technology systems to process, transmit and store electronic information (including sensitive data such as confidential business information and personally identifiable data relating to employees and customers), and to manage or support a variety of critical business processes and activities (such as receiving and fulfilling orders, billing, collecting and making payments, shipping products and fulfilling contractual obligations). These systems may be damaged, disrupted or shut down due to attacks by computer hackers, computer viruses, ransomware, human error or malfeasance, power outages, hardware failures, telecommunication or utility failures, catastrophes or other unforeseen events, and in any such circumstances our system redundancy and other disaster recovery planning may be ineffective or inadequate. Security breaches could result in the misappropriation, destruction or unauthorized disclosure of confidential information or personal data belonging to us or to our employees, customers or suppliers. Our information technology systems may be exposed to computer viruses, malicious codes, unauthorized access and other cyber-attacks and we expect the sophistication and frequency of such attacks to continue to increase. Any of the attacks, breaches or other disruptions or damage described above could interrupt our operations or the operations of our customers, delay production and shipments, result in theft of our and our customers’ intellectual property and trade secrets, damage customer and employee relationships and our reputation or result in defective products, legal claims and proceedings, liability and penalties under privacy laws and increased costs for security and remediation, each of which could adversely affect our business, reputation and results of operations.

 

 

General Risk Factors

 

We are engaged in highly competitive industries and if we are unable to compete effectively, we may experience decreased demand and decreased market share.

 

Our businesses operate in industries that are highly competitive. In order to compete effectively, we must retain longstanding relationships with major customers and continue to grow our business by establishing relationships with new customers, continually developing new products to maintain and expand our brand recognition and position in various product categories and penetrating new markets, including high-growth markets. Our failure to compete effectively and/or pricing pressures resulting from competition may adversely impact our financial results.

 

Adverse credit market conditions may significantly affect our access to capital, cost of capital and ability to meet liquidity needs.

 

Disruptions, uncertainty or volatility in the credit markets may adversely impact our ability to access credit already arranged and the availability and cost of credit to us in the future. These market conditions may limit our ability to replace, in a timely manner, maturing liabilities and access the capital necessary to grow and maintain our business. Accordingly, we may be forced to delay raising capital or pay unattractive interest rates, which could increase our interest expense, decrease our profitability and significantly reduce our financial flexibility. Longer-term disruptions in the capital and credit markets as a result of the uncertainty, changing or increased regulation, reduced alternatives or failures of significant financial institutions could adversely affect our access to liquidity needed for our business. Any disruption could require us to take measures to conserve cash until the markets stabilize or until alternative credit arrangements or other funding for our business needs can be arranged. Such measures include deferring capital expenditures or other discretionary uses of cash. Overall, our results of operations, financial condition and cash flows could be materially adversely affected by disruptions in the credit markets.

 

Our business is subject to a variety of domestic and international laws, rules, policies and other obligations regarding data protection.

 

The processing and storage of certain information is increasingly subject to privacy and data security regulations and many such regulations are country-specific. The interpretation and application of data protection laws in the U.S., Europe and elsewhere, including but not limited to the California Consumer Privacy Act and the General Data Protection Regulation (the “GDPR”), are uncertain, evolving and may be inconsistent among jurisdictions. Complying with these various laws may be difficult and could cause us to incur substantial costs or require us to change our business practices in a manner adverse to our business. We may be required to expend additional resources to continue to enhance our information privacy and security measures, investigate and remediate any information security vulnerabilities and/or comply with regulatory requirements.

 

Changes in foreign, cultural, political and financial market conditions could impair the Companys operations and financial performance.

 

The economies of foreign countries important to the Company’s operations could suffer slower economic growth or economic, social and/or political instability or hyperinflation in the future. The Company’s international operations, including sourcing operations (and the international operations of the Company’s customers), are subject to inherent risks which could adversely affect the Company, including, among other things:

 

 

protectionist policies restricting or impairing the manufacturing, sales or import and export of the Company’s products, including tariffs and countermeasures;

 

 

new restrictions on access to markets;

 

 

lack of developed infrastructure;

 

 

inflation (including hyperinflation) or recession;

 

 

devaluations or fluctuations in the value of currencies;

 

 

changes in and the burdens and costs of compliance with a variety of laws and regulations, including the Foreign Corrupt Practices Act, tax laws, accounting standards, trade protection measures and import and export licensing requirements, environmental laws and occupational health and safety laws;

 

 

social, political or economic instability;

 

 

 

acts of war and terrorism, military conflict and international hostilities, and changes in diplomatic or trade relationships including any retaliatory measures, sanctions, tariffs or other restrictions on commercial activity imposed in response to any acts of war, terrorism or military conflicts;

 

 

natural disasters or other crises;

 

 

reduced protection of intellectual property rights; and

 

 

increases in duties and taxation;

 

The foregoing could create uncertainty surrounding the Company’s business and the business of existing and future customers and suppliers, which could increase the cost of some of the Company’s products, thereby reducing its margins. Further, the foregoing risks could have a significant adverse impact on the Company’s ability to commercialize its products on a competitive basis in the international markets and may have a material adverse effect on its business, financial condition, and results of operations. The Company’s small sales volume in some countries, relative to some multinational and local competitors, could exacerbate such risks.

 

Should any of these risks occur, the Company’s ability to sell or export its products could be impaired; the Company could experience a loss of sales and profitability from its international operations; and/or the Company could experience a substantial impairment or loss of assets, any of which could have a material adverse impact on the Company’s business.

 

The military conflict in Ukraine has resulted in substantial economic sanctions by the U.S. and other countries against Russia including restrictions on selling or importing goods, services or technology in or from affected regions and travel bans and asset freezes impacting connected individuals and political, military, business and financial organizations in Russia. The U.S. and other countries could impose wider sanctions and take other actions if the conflict continues or further escalates. It is not possible to predict the broader consequences of this conflict, which could include further sanctions, embargoes, regional instability, geopolitical shifts and adverse effects on macroeconomic conditions, currency exchange rates and financial markets, all of which could impact our business, financial condition and results of operations.

 

Unforeseen future events may negatively impact our economic condition.

 

Future events may occur that would adversely affect the reported value of our assets. Such events may include, but are not limited to, strategic decisions made in response to changes in economic and competitive conditions, the impact of the economic environment on our customer base, or a material adverse change in our relationship with significant customers. Such events may also include terrorist acts, conflicts, severe weather conditions and other natural or manmade disasters, including power outages, fires, explosions, cyber based attacks, epidemics or pandemics, and acts of God wherever located around the world. The potential for future such events, the national and international responses to such events or perceived threats to national security, and other actual or potential conflicts or wars, such as the Russia-Ukraine conflict, the Israel-Hamas conflict and ongoing instability in the Middle East, have created many economic and political uncertainties. Any of the foregoing events, or our inability to accurately forecast these events or mitigate the impact of these conditions on our business, could materially adversely affect us.

 

 

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

 

ITEM 1C. CYBERSECURITY.

In the past year and with the guidance of a qualified third-party, we have made improvements in our cybersecurity program across the Company, and we have developed processes for deterring, detecting, evaluating, and responding to potential cybersecurity incidents. In doing so, we focus on our employees, networks, applications and data with a cybersecurity plan, informed by nationally recognized frameworks.

 

Our third-party advisor has performed cybersecurity risk assessments of our information technology security processes and implemented technologies to lessen risk. Using third party services, we monitor, scan, assess, audit, and remediate identified vulnerabilities across our networks, as appropriate. Furthermore, recognizing that our employees are an essential line of defense in cybersecurity, we require employees to participate in training and testing programs through which we provide education on the risk of potential cybersecurity incidents, methods for identification of such incidents and appropriate responses. Our policies and processes are informed by industry standard practices regarding application security, access management, device protection, network management, and data loss prevention and recovery.

 

Our cybersecurity incident response plan includes retention of external experts for prompt assistance following discovery of any material incident. This cybersecurity incident response plan is part of our ongoing cybersecurity vulnerability management, and we endeavor to maintain appropriate controls to identify, monitor, analyze and address potential cybersecurity incidents, including potential unauthorized access to our networks and applications, along with detection of potential unusual activity within our networks or applications. Any potential cybersecurity incident is immediately reported the Chief Executive Officer and Chief Financial Officer, and the Audit Committee or the full Board, as appropriate.

 

Our Board of Directors provides oversight of risks from cybersecurity threats, in coordination with our management team and the Audit Committee of the Board. Our Board relies on management to bring significant matters impacting the Company to its attention, including with respect to material risks from cybersecurity threats. Our Audit Committee provides an additional layer of cybersecurity oversight and is responsible for discussing cybersecurity concerns (including data privacy risk management) and the steps management has taken to monitor and control such exposures with management.

 

 

There have been no cybersecurity incidents which have materially affected us to date, including our business strategy, results of operations or financial condition. However, any future potential risks from cybersecurity threats, including but not limited to exploitation of vulnerabilities, ransomware, denial of service, supply chain attacks, or other similar threats may materially affect us, including our execution of business strategy, reputation, results of operations and/or financial condition. See Item 1A. Risk Factors — “A significant disruption in, or breach in security of, our information technology systems or data could adversely affect our
business, reputation  and results of operations.”

 

 

ITEM 2. PROPERTIES.

The Company operates facilities in the United States of America and Puerto Rico. The following table provides information relative to our principal facilities as of December 31, 2023:

 

LOCATION

 

SIZE

 

DESCRIPTION

 

OWNED OR LEASED

Akron, OH

 

100,000 Sq. Ft.

 

Used for design and manufacturing air handling units and administration

 

Leased through 2034

             

Ceiba, Puerto Rico

 

11,467 Sq. Ft.

 

Used for manufacturing and precision machining of industrial components.

 

Leased through 2026.

             

Cleveland, Ohio

 

37,000 Sq. Ft.

 

Used for corporate administrative headquarters and for the operations of our digital marketing and data analytic company.

 

Owned

             

Eastlake, Ohio

 

51,520 Sq. Ft.

 

Used for the storage and distribution of marine hose and administration

 

Leased through 2027.

             

Longmont, Colorado

 

2,400 Sq. Ft.

 

Used for manufacturing and precision machining of industrial components.

 

Leased, through 2024.

             

Ocala, Florida

 

27,000 Sq. Ft.

 

Used for the storage of hydraulic hose.

 

Leased, through 2024.

             

Davie, Florida

 

7,010 Sq. Ft.

 

Used for the manufacturing, storage and distribution of fuel pump products and administration.

 

Leased, through 2025.

             

Painesville, Ohio

 

50,000 Sq. Ft.

 

Used for manufacturing flexible metal hose and administration.

 

Leased, through 2026.

             

Phoenix, Arizona

 

67,000 Sq. Ft.

 

Used for manufacturing and precision machining of aerospace components.

 

Leased through 2026.

             

Worcester, Massachusetts

 

56,706 Sq. Ft.

 

Used for manufacturing of highly engineered forgings.

 

Leased through 2033.

             
Greenville, OH   53,135 Sq. Ft.   Used for manufacturing and precision machining of industrial components.   Leased through 2028.

 

The Company's headquarters and executive offices are located in Cleveland, Ohio. The Company's Industrial and Transportation Products segment utilizes the Phoenix, Arizona; Worcester, Massachusetts; Longmont, Colorado; Ceiba, Puerto Rico; Painesville, Ohio; Eastlake, Ohio; Greenville, Ohio: Ocala, Florida; and Davie, Florida properties. The Company’s Commercial Air Handling Equipment segment utilizes the Akron, Ohio property.

 

We consider our facilities to be well-maintained and in good operating condition. We believe the quality and production capacity of our facilities is sufficient to maintain our competitive position for the foreseeable future and accommodate our anticipated growth in production.

 

ITEM 3. LEGAL PROCEEDINGS. 

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

 

 

ITEM 4. MINE SAFETY DISCLOSURES. 

 

Not Applicable.

 

EXECUTIVE OFFICERS OF THE REGISTRANT. *

The following is a list of the executive officers of the Company. The executive officers are elected each year and serve at the pleasure of the Board of Directors.

 

Mr. Brian E. Powers was elected to the Company’s Board of Directors in February 2014. He was appointed Chief Executive Officer on September 1, 2016.

 

Mr. Jeffrey J. Salay became Chief Financial Officer on May 1, 2023. Prior to joining the Company, Mr. Salay served as Chief Accounting Officer for Diebold Nixdorf, Incorporated (NYSE: DBD), from July 2022 to May 2023 and served as Corporate Controller from November 2020 to July 2022. Prior to that, he was Senior Assurance Manager with Ernst & Young LLP from December 2014 to November 2020. Mr. Salay began his career with KPMG LLP and is a licensed Certified Public Accountant in Ohio.

 

 

OFFICE

OFFICER

AGE

Chief Executive Officer

Brian E. Powers 

61

Chief Financial Officer

Jeffrey J. Salay

39

 

 

●*

The description of Executive Officers called for in this Item is included pursuant to the instructions to Item 401 of Regulation S-K.

 

 

 

PART II

 

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. 

 

a) MARKET INFORMATION

The Company’s Class A Common Shares are traded on the OTC Pink Open Market under the symbol “CRAWA”. There is no market for the Company’s Class B Common Shares.

 

The following table sets forth the per share range of high and low bids for the Company’s Class A Common Shares for the periods indicated, as reported by the OTC Pink Open Market. These prices reflect inter-dealer prices without retail mark-up, mark-down or commissions and may not represent actual transactions. Trading on the OTC Pink Open Market is limited and the prices quoted by brokers are not a reliable indication of the value of our Class A Common Shares.

 

   

Fiscal year ended

   

Fiscal year ended

 
   

December 31, 2023

   

December 31, 2022

 
   

HIGH

   

LOW

   

HIGH

   

LOW

 

First Quarter

  $ 19.50     $ 13.56     $ 32.00     $ 26.35  

Second Quarter

    25.82       16.50       30.00       21.01  

Third Quarter

    34.97       23.13       22.50       17.73  

Fourth Quarter

    34.24       26.00       19.88       12.25  

 

b) HOLDERS 

As of March 4, 2024, there were approximately 140 shareholders of record of the Company's outstanding Class A Common Shares and 7 holders of record of the Company's outstanding Class B Common Shares. 

 

c) ISSUER PURCHASES OF EQUITY SECURITIES
The following table discloses shares repurchased by the Company during the quarter ended December 31, 2023.

 

 

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)  

 

October 1 to October 31, 2023

    -       -       -       -  

November 1 to November 30, 2023

    -       -       -       -  

December 1 to December 31, 2023

    -       -       -       300,000  

Total

    -       -       -       300,000  

 

 

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 6.[RESERVED]

 

 

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

Items Affecting the Comparability of our Financial Results

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

 

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

 

Accordingly, in light of the timing of these transactions, the Company’s results for the year ended December 31, 2023 include the added results of operations of Reverso Pumps, Separ America and Knitting Machinery in the Industrial and Transportation Products segment. Conversely, our results for the year ended December 31, 2022 do not include the full twelve months results of operations of Reverso Pumps, Separ America and Knitting Machinery in the Industrial and Transportation Products segment.

 

Reportable Segment Information

Refer to Part 1, Item 1. Business for descriptions of our business segments.

 

Results of Operations

 

Year Ended December 31, 2023 Compared with Year ended December 31, 2022

Sales for the year ended December 31, 2023 increased to $143.9 million, an increase of $16.1 million or 12.6% from sales of $127.8 million during the prior year. The increase in sales for the year ended December 31, 2023 was predominantly attributable to organic growth mechanisms, including a strategic implementation of price adjustments, predominantly within the low single-digit percentage range, and an escalation in sales volume across both of the Company's reportable segments. Further insights into the performance of each segment are provided in the detailed discussions that follow.

 

Cost of sales for the year ended December 31, 2023 were $106.2 million compared to $100.7 million for the prior year, an increase of $5.5 million or 5.5%, which is directly attributable to the increase in sales. Gross margin was 26.2% in the current year compared to 21.2% for the prior year. The 500 basis point increase can be primarily attributed to the expanded sales base, which facilitated more efficient absorption of fixed costs, alongside the normalization of escalated raw material and logistics expenses driven by inflationary pressures. Additionally, a series of company efficiency initiatives contributed to this improvement. Throughout the fiscal year 2023, the company effectively navigated the inflationary challenges that peaked in the prior year. The strategy of passing on a portion of the increased costs to customers, coupled with rigorous direct cost management programs, played a crucial role in bolstering our financial performance. These measures not only helped in mitigating the impact of inflation but also resulted in notable cost savings.

 

Selling, general and administrative expenses (SG&A) for the year ended December 31, 2023 were $19.7 million, compared to $18.5 million for the prior year. This marginal increase in SG&A expenses, which remained stable as a percentage of our total sales, is primarily reflective of inflationary labor costs as well as strategic investments aimed at managing and supporting the company's growth.

 

 

Interest charges for the year ended December 31, 2023 were approximately $1.3 million compared to $1.1 million in the prior year. Total debt outstanding decreased, thus the comparability in interest expense was directly attributable to interest rate increases, which align with the macroeconomic environment. Average total debt (including notes) and average interest rates for the year ended December 31, 2023 were $17.4 million and 6.8%, respectively, compared to $27.3 million and 3.8%, respectively, for the prior year.

 

Gain on investment for the year ended December 31, 2023 was immaterial, compared to a loss of $0.9 million in the prior year. The change is the result of market price changes in the Company's investments in marketable securities. There have been no significant changes in the Company's investment strategy or portfolio as compared to the prior year.

 

Income tax expense in the year ended December 31, 2023 was $3.9 million compared to $1.2 million in the prior year. Tax expense was higher in 2023 compared to the prior year driven primarily by higher pre-tax income.

 

Net income for the year ended December 31, 2023 was $13.3 million or $3.77 per diluted share as compared to net income of $6.6 million or $1.89 per diluted share for the prior year.  

 

Commercial Air Handling Segment

 

Sales in the Commercial Air Handling Equipment segment for the year ended December 31, 2023 increased to $58.4 million, an increase of approximately $10.7 million, or 22.5%, from sales of $47.6 million during the prior year. The primary driver behind this increase was a heightened demand for clean air solutions, a trend accelerated by the post-COVID-19 pandemic landscape. As pandemic-related restrictions were progressively lifted, it enabled our teams to gain on-site access essential for completing installations, particularly for key clients in the hospital and university sectors. Additionally, our company capitalized on the economic upturn and is effectively managing a strong backlog of orders, which signifies not only the current demand but also positions us well for sustained growth in the foreseeable future.

 

Segment operating profit in the Commercial Air Handling Equipment segment for the year ended December 31, 2023 was $15.4 million, or 26.3%, compared to $6.7 million, or 14.0% for the prior year, an increase of $8.7 million or 1,230 basis points. This improvement in both operating profit and margin can be primarily attributed to the increased revenue base, which facilitated more efficient absorption of fixed costs. Additionally, the segment benefited from reduced input costs, reflecting the broader economic stabilization and recovery trends in 2023. A notable factor contributing to this success has been the implementation of various efficiency, cost management, and continuous improvement initiatives within our manufacturing processes. These strategic measures have effectively streamlined operations and enhanced profitability. Moreover, the segment's Selling, General, and Administrative (SG&A) costs have remained consistent compared to the previous year. This consistency in SG&A expenses, alongside the improved revenue and operational efficiencies, underscores our focused approach towards sustainable growth and profitability in this segment.

 

 

Industrial and Transportation Products Segment

 

Sales in the Industrial and Transportation Products segment for the year ended December 31, 2023 increased to $85.5 million, an increase of approximately $5.4 million or 6.7%, from sales of $80.1 million during the prior year. The increase in sales for the year ended December 31, 2023 was largely attributed to a broad-based upswing across our diversified portfolio, aligning with the economic recovery and resurgence in various industries post-pandemic. A key highlight of this performance was the growth in our aerospace-related product lines. Sales in machined aerospace parts surged by $5.3 million, while our forged aerospace products saw an increase of approximately $1.2 million. These gains are indicative of the revitalization of the travel and aerospace industries, as global travel restrictions eased and demand for air travel rebounded strongly. Additionally, our machined defense parts product line witnessed a significant increase in sales, amounting to about $2.1 million. This reflects a return to pre-pandemic sales volumes, underscoring our capacity to meet the robust and evolving demands of the defense sector. However, these positive developments were partially offset by declines in other areas. Our digital marketing entity experienced a decrease of approximately $1.5 million, reflecting the dynamic and competitive nature of the digital marketing landscape. Similarly, sales of boating products dipped by $1.5 million, following a period of heightened demand during the pandemic. The sale of industrial hose also saw a slight decrease of around $0.2 million. Overall, the segment's performance in 2023 is a testament to our strategic agility and ability to capitalize on market opportunities, particularly in the aerospace and defense sectors, while navigating challenges in other areas. This balanced approach has positioned us well for continued growth and resilience in a rapidly evolving global market.

 

Segment operating profit in the Industrial and Transportation Products segment for the year ended December 31, 2023 was $7.6 million, or 8.9%, compared to $6.0 million, or 7.4%, for the prior year, an increase of $1.6 million or 140 basis points. This enhancement in both operating profit and margin was largely driven by the increased revenue stemming from our aerospace and defense sales, which rose notably due to the recovery in the aerospace sector, as detailed in our sales analysis. The gross margin within this segment improved largely due to the efficient absorption of fixed costs. This was made possible by the growth in sales volume, especially in areas where we experienced a resurgence post-pandemic. Additionally, we successfully managed to pass through certain increased costs attributable to inflation, while simultaneously implementing various efficiency initiatives. These strategic measures contributed to bolstering our financial performance in this challenging economic environment. The segment's Selling, General, and Administrative (SG&A) costs have risen in line with the sales increase. This indicates that while we have strategically increased our investment in SG&A to support growth, it has been proportional and in sync with our expanding revenue streams. This balanced approach underscores our commitment to maintaining a sustainable growth trajectory while effectively managing operational costs.

 

 

 

Liquidity and Capital Resources

The Company’s credit agreement, by and between the Company 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 December 31, 2023 there was approximately $24.9 million of borrowing availability, which has increased in recent quarters as the Company generated cash, and used that cash to pay down debt. 

 

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 $18.8 million for the year ended December 31, 2023, compared to $8.0 million net cash provided by operating activities for the prior year. The improvement in cash flow from operations is most directly attributable to the increase in net income. Despite its growing sales base, the Company had an inventory balance $2.4 million lower for the year ended December 31, 2023 compared to the prior year. Partially offsetting these improvements was a use of $2.8 million on accounts payable for the year ended December 31, 2023 compared to proceeds of $2.0 million in the prior year. The Company maintains strict oversight of disbursements, and this change is largely the result of invoice timing. Concurrently, the Company's focus on enhancing the efficiency of its receivables process yielded a notable decrease in the accounts receivable balance by $2.2 million for the year ended December 31, 2023, despite the growth in sales. This decrease is testament to our strategic emphasis on expediting collections, thereby strengthening our liquidity position.

 

Investing Activities. Cash used in investing activities for the year ended December 31, 2023 was $2.0 million, compared to cash used in investing activities of $5.1 million in the prior year. Cash used in investing activities for the year ended December 31, 2023 was for capital expenditures in the normal course of business. Cash used in investing activities for the prior year was for the acquisitions of Knitting Machinery Corporation, Reverso Pumps and Separ America in the Industrial and Transportation Products segment as well as capital expenditures in the normal course of business.

 

Financing Activities. Cash used in financing activities was approximately $16.4 million for the year ended December 31, 2023, compared to cash used in financing activities of $3.2 million in the prior year. Beginning in the second half of 2022, the Company has utilized cash flow from operations to pay down its total debt. In the first half of the prior year period, the Company borrowed on its revolving credit facility to fund the acquisitions noted above.

 

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 increased profitability and decreased debt levels, 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, 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 Note 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 in connection with commercial air handling contracts. These bonds are secured by certain assets of the Company by the surety until the Company’s completion of the requirements of the commercial air handling contract. At December 31, 2023, the Company has secured performance and payment bonds in the amount of $8.1 million, which is consistent with the prior year, and represents 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 and Estimates

 

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.

 

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 annual 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. During 2022, management performed quantitative testing for the CAD Enterprises and Global-Tek reporting units. In 2023, and because of the Company’s strong performance, a thorough qualitative analysis was performed, which did not indicate that quantitative testing was necessary in any reporting units other than CAD Enterprises.

 

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.

 

 

In conducting our annual Goodwill impairment analyses at December 31, 2023 and 2022, Goodwill for CAD Enterprises was $7.3 million.

 

In our 2022 qualitative assessment of CAD Enterprises, we noted a decline in revenue from $30.1 million in 2019 to $18.9 million in 2020, $18.3 million in 2021 and $15.5 million in 2022 and a decline in after-tax income margin from 5.8% in 2019 to -4.6% in 2020, -0.5% in 2021, and -3.4% in 2022 and thus determined to conduct a quantitative assessment of CAD Enterprises. The quantitative assessment of CAD Enterprises confirmed that the estimated fair value exceeded carrying value by 12 percent, and thus no impairment existed at December 31, 2022. The key assumptions used to estimate fair value included discount rates; revenue growth rates, including assumed terminal growth rates; and after-tax income margins used to project future cash flows for CAD Enterprises. The discount rate used to estimate fair value was 10% and was based on estimates of capital costs and management’s assessment of a market participant’s view with respect to other risks associated with the projected cash flows for CAD Enterprises. Our revenue growth rate for the 9-year period in the discounted cash flow model was 10.2% 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, a new $7.5 million incremental purchase order with this customer, our previous revenue history including actual revenues of $30.1 million in 2019 before the onset of the COVID-19 pandemic, and a continued business rebound in the aerospace industry. The assumed terminal growth rate for CAD Enterprises was 3% based on management’s assessment of long-term growth rates for the Aerospace industry. The after-tax income margins used to project future margins for the company were based on the historical margins for CAD Enterprises prior to the COVID-19 pandemic.

 

During 2023, revenue at CAD Enterprises 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 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 percent, 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.

 

In conducting our 2022 annual Goodwill impairment analysis, Goodwill for Global-Tek Manufacturing and Global-Tek Colorado at December 31, 2022 was $1.9 million. In our qualitative assessment of Global-Tek Manufacturing and Global-Tek Colorado, we noted a decline in revenue from $9.2 million in 2021 to $6.5 million in 2022 and a decline in after-tax income margin from 17.3% in 2021 to -3.3% in 2022 and thus determined to conduct a quantitative assessment of Global-Tek Manufacturing and Global-Tek Colorado. The quantitative assessment of Global-Tek Manufacturing and Global-Tek Colorado confirmed that the estimated fair value exceeded carrying value by 23.3%, and thus no impairment existed at December 31, 2022. 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 Global-Tek Manufacturing and Global-Tek Colorado. The discount rate used to estimate fair value was 10% and was based on estimates of capital costs and management’s assessment of a market participant’s view with respect to other risks associated with the projected cash flows for Global-Tek Manufacturing and Global-Tek Colorado. Our revenue growth rate for the 9-year period in the discounted cash flow model was 6.5% per year, which reflects management’s assessment of estimated future orders for Global-Tek Manufacturing and Global-Tek Colorado based on our previous revenue history including actual revenues of $9.2 million in 10 months of operations after the acquisition in 2021 before the untimely passing of the General Manager. The assumed terminal growth rate for Global-Tek Manufacturing and Global-Tek Colorado was 3% based on management’s assessment of long-term growth rates for the Aerospace and Defense industries. The after-tax income margins used to project future margins for the company were based on the historical margins for Global-Tek Manufacturing and Global-Tek Colorado prior to the untimely passing of the General Manager. In 2021, Global-Tek Manufacturing and Global-Tek Colorado earned an debt-free after-tax income margin of 16.4%. The discounted cash flow model used to estimate fair value assumes an after-tax income margin of 6.2% in 2027, or year 5 of the forecast period and expanding margins to 7.8% in the terminal year. This is based on management’s assessment of our ability to grow SG&A expenses at a slower rate than revenues as the company achieves more scale. Our estimates are based upon assumptions we believe to be reasonable, but which by nature are uncertain and unpredictable.

 

During 2023, revenue at Global-Tek increased from $6.5 million in 2022 to $8.6 million. The revenue growth was 32% and exceeded the quantitative modeling done in 2022. Aspects of the Global-Tek business underlying revenue also remain favorable, which were key factors in the qualitative analysis which deemed quantitative testing not necessary. 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.

 

Impact of Inflation:

Inflationary economic conditions during the past few years have increased the Company’s costs of producing its products. While these inflationary conditions stabilized during 2023, the Company's costs have remained elevated, and may increase further if inflationary economic conditions persist. 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 various 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, such as the COVID-19 pandemic, including mandatory business closures and restrictions on onsite commercial interactions; (d) conditions in the global and regional economies and economic activity, including slow economic growth or recession, inflation, currency and credit market volatility, reduced capital expenditures and changes in government trade, fiscal, tax and monetary policies; (e) adverse effects from evolving geopolitical conditions, such as the military 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 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

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

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. 

 

The following pages contain the Financial Statements and Supplementary Data as specified for Item 8 of Part II of Form 10-K.

 

 

 

mm.jpg

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Shareholders and Board of Directors

Crawford United Corporation

Cleveland, Ohio

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Crawford United Corporation (the "Company") as of December 31, 2023 and 2022, and the related consolidated statements of income, stockholders' equity, and cash flows, for the years then ended, and the related notes and schedules (collectively referred to as the "financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matters

 

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 

Goodwill Impairment Assessment

 

As described in Note 5 to the consolidated financial statements, the Company’s consolidated goodwill balance was approximately $16.5 million and $16.3 million at December 31, 2023 and 2022, respectively, which is allocated to the Company’s reporting units. Goodwill is tested for impairment at least annually at the reporting unit level. The determination of the fair value requires management to make significant estimates and assumptions related to forecasts of future revenues and operating margins and discount rates. As disclosed by management, changes in these assumptions could have a significant impact on either the fair value of the reporting units, the amount of any goodwill impairment charge, or both.

 

 

We identified the goodwill impairment assessment as a critical audit matter. The primary procedures we performed to address this critical audit matter included: a) Testing the effectiveness of controls related to management’s goodwill impairment tests, including controls over the determination of fair value; b) Testing management’s process for determining the fair value; c) Evaluating whether the assumptions used were reasonable by considering past performance and whether such assumptions were consistent with evidence obtained in other areas of the audit.

 

/s/Meaden & Moore, Ltd.

 

We are uncertain as to the year we began servicing consecutively as the auditor of the Company’s financial statements; however, we are aware that we have been the Company’s auditor consecutively since at least 1979.

 

Cleveland, Ohio

March 4, 2024

 

 

 

CRAWFORD UNITED CORPORATION

CONSOLIDATED BALANCE SHEETS

 

ASSETS

 

   

December 31,

 
   

2023

   

2022

 

CURRENT ASSETS:

               

Cash and cash equivalents

  $ 1,647,175     $ 1,247,627  

Accounts receivable less allowance for doubtful accounts

    19,671,833       21,884,807  

Contract assets

    4,822,347       3,284,301  

Inventories less allowance for obsolete inventory

    17,672,622       20,176,142  

Investments

    665,301       657,971  

Prepaid expenses and other current assets

    1,303,780       1,522,516  

Total Current Assets

    45,783,058       48,773,364  
                 

Property, plant and equipment, net

    14,686,190       15,213,443  
                 

Operating right of use asset, net

    8,356,903       9,524,280  
                 

OTHER ASSETS:

               

Goodwill

    16,453,049       16,231,938  

Intangibles, net of accumulated amortization

    8,252,600       9,492,560  

Other non-current assets

    107,798       362,489  

Total Non-Current Assets

    24,813,447       26,086,987  

Total Assets

  $ 93,639,598     $ 99,598,074  

 

LIABILITIES AND STOCKHOLDERS' EQUITY 

 

  

December 31,

 
  

2023

  

2022

 

CURRENT LIABILITIES:

        

Notes payable – current

 $824,226  $1,303,972 

Bank debt – current

  -   222,222 

Operating lease liabilities - current

  1,714,174   1,705,224 

Accounts payable

  11,168,308   14,017,973 

Unearned revenue

  5,596,706   4,354,868 

Accrued income taxes

  539,876   1,239,289 

Accrued expenses

  3,292,787   3,224,188 

Total Current Liabilities

  23,136,077   26,067,736 
         

LONG-TERM LIABILITIES:

        

Notes payable

  470,209   1,846,405 

Bank debt

  5,096,672   19,224,318 

Operating lease liabilities - noncurrent

  6,901,043   8,060,152 

Deferred income taxes

  310,250   1,384,558 

Total Long-Term Liabilities

  12,778,174   30,515,433 
         

STOCKHOLDERS' EQUITY

        

Class A common shares - 10,000,000 shares authorized, 2,832,966 issued at December 31, 2023 and 2,791,449 issued at December 31, 2022

  8,878,986   7,351,563 

Class B common shares - 2,500,000 shares authorized, 914,283 shares issued at December 31, 2023 and December 31, 2022

  1,465,522   1,465,522 

Contributed capital

  1,741,901   1,741,901 

Treasury shares

  (2,237,026)  (2,125,252)

Class A common shares – 54,074 shares held at December 31, 2023 and 47,412 shares held at December 31, 2022

        

Class B common shares – 182,435 shares held at December 31, 2023 and December 31, 2022

        

Retained earnings

  47,875,964   34,581,171 

Total Stockholders' Equity

  57,725,347   43,014,905 

Total Liabilities and Stockholders' Equity

 $93,639,598  $99,598,074 

 

See accompanying notes to consolidated financial statements.

 

 

 

CRAWFORD UNITED CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

 

   

Years Ended

 
   

December 31, 2023

   

December 31, 2022

 
                 

Total Sales

  $ 143,885,934     $ 127,754,927  

Cost of Sales

    106,239,852       100,722,146  

Gross Profit

    37,646,082       27,032,781  
                 

Operating Expenses:

               

Selling, general and administrative expenses

    19,713,611       18,499,309  

Operating Income

    17,932,471       8,533,472  
                 

Other (Income) and Expenses:

               

Interest charges

    1,255,984       1,138,224  

(Gain) loss on investments

    (7,330 )     860,273  

Other (income) expense, net

    (480,331 )     (1,197,218 )

Total Other (Income) and Expenses

    768,323       801,279  

Income before Provision for Income Taxes

    17,164,148       7,732,194  
                 

Income tax expense

    3,869,355       1,170,791  

Net Income

  $ 13,294,793     $ 6,561,403  
                 

Net Income Per Common Share - Basic

  $ 3.79     $ 1.89  
                 

Net Income Per Common Share - Diluted

  $ 3.77     $ 1.89  
                 

Weighted Average Shares of Common Stock Outstanding

               

Basic

    3,507,883       3,462,868  

Diluted

    3,526,836       3,462,868  

 

See accompanying notes to consolidated financial statements

 

 

 

CRAWFORD UNITED CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY 

 

  

COMMON SHARES -

                 
  

NO PAR VALUE

                 
          

CONTRIBUTED

  

TREASURY

  

RETAINED

     
  

CLASS A

  

CLASS B

  

CAPITAL

  

SHARES

  

EARNINGS

  

TOTAL

 
                         

Balance at December 31, 2021

 $5,393,823  $1,465,522  $1,741,901  $(1,981,113) $28,019,768  $34,639,901 

Stock Awards to Directors and Officers

  957,728   -   -   -   -   957,728 

Acquisition

  1,000,012   -   -   -   -   1,000,012 

Share repurchase

  -   -   -   (144,139)  -   (144,139)

Net income

  -   -   -   -   6,561,403   6,561,403 

Balance at December 31, 2022

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

Stock Awards to Directors and Officers

  1,377,423   -   -   -   -   1,377,423 

Stock issuance (see note 6)

  150,000   -   -   -   -   150,000 

Share repurchase

  -   -   -   (111,774)  -   (111,774)

Net income

  -   -   -   -   13,294,793   13,294,793 

Balance at December 31, 2023

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

 

 

  

COMMON SHARES

          

COMMON SHARES

 
  

ISSUED

  

TREASURY SHARES

  

OUTSTANDING

 
  

CLASS A

  

CLASS B

  

CLASS A

  

CLASS B

  

CLASS A

  

CLASS B

 
                         

Balance at December 31, 2021

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

Stock Awards to Directors and Officers

  32,200   -   -   -   32,200   - 

Acquisition

  38,462   -   -   -   38,462   - 

Share repurchase

  -   -   5,568   -   (5,568)  - 

Balance at December 31, 2022

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

Stock Awards 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 December 31, 2023

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

 

See accompanying notes to consolidated financial statements

 

 

 

CRAWFORD UNITED CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOW

 

 

   

Years Ended December 31,

 
   

2023

   

2022

 

Cash Flows from Operating Activities

               

Net Income

  $ 13,294,793     $ 6,561,403  

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

               

Depreciation and amortization

    3,921,740       3,750,805  

Loss (Gain) on investments in equity securities

    (7,330 )     860,273  

Reduction in carrying amount of RoU assets

    1,720,844       1,706,810  

Loss (Gain) on disposal of assets

    (3,988 )     16,930  

Write off of contingent liability

    -       (750,000 )

Share-based compensation expense

    1,377,423       957,728  

Deferred income taxes

    (1,074,308 )     (1,872,770 )

Changes in assets and liabilities:

               

Accounts receivable

    2,212,974       (2,745,949 )

Inventories

    2,355,929       (2,772,375 )

Contract assets

    (1,538,046 )     (1,173,244 )

Prepaid expenses & other current assets

    218,736       (373,139 )

Right of use assets

    (457,317 )     (2,232,314 )

Other noncurrent assets

    254,691       (265,166 )

Accounts payable

    (2,849,665 )     1,981,556  

Lease liabilities

    (1,150,159 )     538,067  

Accrued income taxes

    (699,413 )     2,555,884  

Other current liabilities

    (27,551 )     204,050  

Unearned revenue

    1,241,838       1,097,850  

Total adjustments

    5,496,398       1,484,996  

Net Cash Provided by Operating Activities

    18,791,191       8,046,399  
                 

Cash Flows from Investing Activities

               

Cash paid for business acquisitions

    -       (4,331,739 )

Capital expenditures

    (2,032,773 )     (742,828 )

Net Cash Used in Investing Activities

    (2,032,773 )     (5,074,567 )
                 

Cash Flows from Financing Activities

               

Payments on related party notes

    (1,855,942 )     (4,071,885 )

Payments on bank debt

    (21,667,362 )     (7,120,834 )

Borrowings on bank debt

    7,276,208       8,868,238  

Payments on contingent liability

    -       (750,000 )

Share repurchase

    (111,774 )     (144,139 )

Net Cash Used in Financing Activities

    (16,358,870 )     (3,218,620 )

Net Increase (Decrease) in cash and cash equivalents

    399,548       (246,788 )

Cash and cash equivalents at beginning of period

    1,247,627       1,494,415  

Cash and cash equivalents at end of period

  $ 1,647,175     $ 1,247,627  

Supplemental disclosures of cash flow information

               

Interest paid

  $ 1,220,439     $ 1,060,483  

Income taxes paid

  $ 5,599,745     $ 582,883  

Supplemental disclosures of noncash financing and investing activity

               

Additions to ROU assets obtained from new operating lease liabilities

  $ 457,317     $ 2,232,314  

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     $ -  

Issuance of Class A common shares in business acquisition

  $ -     $ 1,000,012  

Issuance of Class A common shares for capital expenditures

  $ 150,000     $ -  

 

 

See accompanying notes to consolidated financial statements  

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CRAWFORD UNITED CORPORATION
December 31, 2023 and 2022

 

 

 

1.   BASIS OF PRESENTATION

 

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) and with the instructions to Form 10-K and Article 8 of Regulation S-X. 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.

 

During the year ended December 31, 2023, there have been no changes to the Company's significant accounting policies. 

 

 

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses. The standard requires a financial asset (including trade receivables) measured at amortized cost basis to be presented at the net amount expected to be collected. Thus, the income statement will reflect the measurement of credit losses for newly-recognized financial assets as well as the expected increases or decreases of expected credit losses that have taken place during the period. This standard was effective for smaller reporting companies for fiscal years beginning after December 15, 2022. The Company has fully adopted the standard with no material impact to the financial statements. 

 

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 regards 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 current required annual segment reporting disclosures under Topic 280 are now effective 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.

 

29

 

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 instruments measured at fair value, including the general classification of such instruments pursuant to the valuation hierarchy.

 

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

 

Concentration of Credit Risk
The Company sells its products and services primarily to customers in the United States of America and to a lesser extent overseas. All sales are made in U.S. dollars. The Company extends normal credit terms to its customers. For the year ended December 31, 2023, sales to nine customers in the Commercial Air Handling Equipment segment were 18.9% of consolidated sales of the Company, while sales to nine customers in the Industrial and Transportation Products segment accounted for 23.2% of consolidated sales. For the year ended December 31, 2022, sales to nine customers in the Commercial Air Handling Equipment segment were 17.0% of consolidated sales of the Company, while nine customers in the Industrial and Transportation Products segment accounted for 22.5% of consolidated sales.

 

Revenue Recognition

The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers”. The core principle of the revenue standard is that a company should recognize revenue by analyzing the following five steps: (1) Identify the contract with the customer; 2) Identify the performance obligations in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to the performance obligations; and 5) Recognize revenue when (or as) each performance obligation is satisfied. The Company primarily receives fixed consideration for sales of product. The Company does not have any significant financing components as payment is received at or shortly after the point of sale. Costs incurred to obtain a contract will be expensed as incurred when the amortization period is less than a year. Shipping and handling amounts paid by customers are included in revenue. Sales tax and other similar taxes are excluded from revenue.

 

Contract Performance Obligations:

To determine proper revenue recognition, the Company evaluates whether two or more contracts should be combined and accounted for as a single contract and whether a combined or single contract should be accounted for as more than one performance obligation. This evaluation sometimes requires judgment, and the decision to combine contracts or separate a combined or single contract into multiple performance obligations could change the amount of revenue and profit recorded in a given period. Contracts are considered to contain a single performance obligation if the promise to transfer individual goods or services is not separately identifiable from other promises in the contracts primarily because the Company provides a significant service of integrating a complex set of tasks and components into a single project or capability. Contracts that cover multiple performance phases of the product lifecycle (development, construction, maintenance and support) are typically considered to have multiple performance obligations even when they are part of a single contract. The Company provides warranties, as well as limited workmanship warranties, to customers. These warranties are included in the sale, and do not provide customers with a service in addition to assurance of compliance with agreed upon specifications. The Company does not consider these assurance-type warranties to be separate performance obligations.

 

30

 

Construction Contracts

The Company recognizes revenue on construction contracts over time, as performance obligations are satisfied, due to the continuous transfer of control to the customer. The customer typically controls the work in process, as evidenced by the contract.

 

The Company’s construction contracts are generally accounted for as a single performance obligation, since the Company is providing a significant service of integrating components into a single project. The Company recognizes revenue using a cost-based input method, by which actual costs incurred relative to total estimated contract costs determine, as a percentage, progress toward contract completion. This percentage is applied to the transaction price to determine the amount of revenue to recognize. The Company believes the cost-based input method is the best depiction of performance, because it directly measures the value of the services transferred to the customer. Revenues on uninstalled materials are recognized when control is transferred to the customer, which does not necessarily equate to when the cost is incurred.

 

If based on a lack of reliable information, progress cannot be reasonably measured, recognition of revenues (but not costs) is deferred until progress can be reliably measured. If, however, the Company expects that total costs will be recovered, revenues are recognized equal to costs incurred until the Company can reliably measure progress. There were no contracts that were unable to be reasonably measured at December 31, 2023 and 2022.

 

Revenues on uninstalled materials are recognized when control is transferred to the customer, which does not necessarily equate to when the cost is incurred. Under limited circumstances (e.g., transfer of control occurs significantly after services are provided, the cost of the materials is significant), revenue is recognized, but no profit is recognized, on certain uninstalled third-party materials when the cost is incurred.

 

Because the Company almost always acts as a principal in contracts, revenues are recognized gross. The Company is considered the principal because the Company controls the contractually specified goods and services before they are transferred to the customer. The payment terms of the Company’s construction contracts from time to time require the customer to make advance payments as well as interim payments as work progresses. The advance payment generally is not considered a significant financing component as the Company expects to recognize those amounts in revenue within a year of receipt as work progresses on the related performance obligation.

 

The payment terms of the Company’s construction contracts from time to time require the customer to make advance payments as well as interim payments as work progresses. The advance payment generally is not considered a significant financing component as the Company expect to recognize those amounts in revenue within a year of receipt as work progresses on the related performance obligation.

 

Contract Assets

Contract assets are related to the Commercial Air Handling segment. A contract asset is recorded when revenue is recognized in advance of the right to receive consideration (i.e., the Company must perform additional services in order to receive consideration). Amounts are recorded as receivables when the right to consideration is unconditional. When consideration is received, or the Company has an unconditional right to consideration in advance of delivery of goods or services, a contract liability would be recorded.

 

Contract Estimates

Due to the nature of the Company’s performance obligations, the estimation of total revenue and cost at completion is subject to many variables and requires significant judgment. Since a significant change in one or more of these variables could affect the profitability of contracts, the Company reviews and updates contract-related estimates regularly through a review process in which the Company reviews the progress and execution of performance obligations and the estimated cost at completion.

 

The Company recognizes adjustments in estimated profit on contracts under the cumulative catch-up method. Under this method, the impact of the adjustment on profit recorded to date is recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance is recognized using the adjusted estimate. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, a provision for the entire loss is recognized in the period it is identified.

 

Contract Modifications

Contract modifications are routine in the performance of the Company’s contracts. Contracts are often modified to account for changes in the contract specifications or requirements. In most instances, contract modifications are for goods or services that are not distinct, and, therefore, are accounted for as part of the existing contract.

 

31

 

Variable Consideration

The nature of the Company’s contracts can, but typically do not, give rise to several types of variable consideration, including claims, unpriced change orders, and liquidated damages and penalties. The Company recognizes revenue for variable consideration when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The Company estimates the amount of revenue to be recognized on variable consideration using the expected value (i.e., the sum of a probability-weighted amount) or the most likely amount method, whichever is expected to better predict the amount.

 

Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on assessment of legal enforceability, past performance, and all information (historical, current, and forecasted) that is reasonably available to the Company.

 

Cost and Expense Recognition

Contract costs include all direct labor, materials, subcontractor, and equipment costs, and those indirect costs related to contract performance, such as indirect labor, tools and supplies. For construction contracts, costs are generally recognized as incurred. Under certain circumstances, costs incurred in the period related to future activity on contracts may be capitalized.

 

Costs incurred that do not contribute to satisfying performance obligations are excluded from the cost input calculation for revenue recognition. Excluded costs include both uninstalled materials and abnormal costs. Abnormal costs comprise wasted materials, wasted or rework labor and other resources to fulfill a contract that were not reflected in the price of the contract. A limited allowance for material overages and labor inefficiencies is typically included in our contract costs estimates (and by extension in the contract price).

 

For construction contracts, when it is probable that the total contract costs will exceed total contract revenues, a provision for the estimated expected loss is recorded. As long-term contracts extend over one or more years, revisions in costs and profits estimated during the course of the work are reflected in the accounting period in which the facts requiring the changes become known. Contracts which are substantially complete are considered closed for financial statement purposes.

 

Unearned Revenue

Unearned revenue consists of customer deposits and contract liabilities related to the Commercial Air Handling Equipment segment.  Unearned revenue for the year ended  December 31, 2022 was $4,354,868, substantially all of this unearned revenue was recognized in 2023

 

Disaggregation of Revenue

Revenue earned over time compared to at a point in time is as follows for the years ended December 31, 2023 and 2022.

 

  

December 31,

 
  

2023

  

2022

 
         

Earned over time

 $59,572,611  $50,236,873 

Point in time

  84,313,323   77,518,054 

Total revenue

 $143,885,934  $127,754,927 

 

Deferred Commissions

Commissions are earned based on the status of the contract. Commissions are paid upon receipt of payment for units shipped.

 

Product Warranties

The Company provides a warranty for its custom air handling business covering parts for 12 months from startup or 18 months from shipment, whichever comes first. The warranty reserve is maintained at a level which, in management’s judgment, is adequate to absorb potential warranties incurred. The amount of the reserve is based on management’s knowledge of the contracts and historical trends. Because of the uncertainties involved in the contracts, it is reasonably possible that management’s estimates may change in the near term. However, the amount of change that is reasonably possible cannot be precisely estimated at this time. There are no material warranty obligations outside of the air handling business.

 

Cash and Cash Equivalents
The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. From time to time the Company maintains cash balances in excess of the FDIC limits.

 

32

 

Accounts Receivable

The Company recognizes an allowance for losses on accounts receivable in an amount equal to the current expected credit losses. The estimation of the allowance is based on an analysis of historical loss experience, current receivables aging, and management’s assessment of current conditions and reasonable and supportable expectation of future conditions, as well as an assessment of specific identifiable customer accounts considered at risk or uncollectible. The expense associated with the allowance for expected credit losses is recognized in selling, general and administrative expenses

 

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.
 

 

Property, Plant and Equipment
Property, plant and equipment are carried at cost. Maintenance and repair costs are expensed as incurred. Additions and betterments are capitalized. The depreciation policy of the Company is generally as follows:

 

    

Estimated Useful

 

Class

 

Method

 

Lives (years)

 
      

Buildings and Improvements

 

Straight-line

 10 to 40 

Machinery and Equipment

 

Straight-line

 3 to 20 

 

Valuation of Long-Lived Assets
Long-lived assets such as property, plant and equipment, as well as intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the total of the expected future undiscounted cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying value of the asset.

 

Shipping and Handling Costs
Shipping and handling costs are classified as cost of product sold.

 

Income Taxes
The provision for income taxes is computed on domestic financial statement income. Where transactions are included in the determination of taxable income in a different year, deferred income tax accounting is used.

 

The provision for income taxes is determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year plus any change in deferred taxes during the year. Deferred taxes result from differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. The IRS concluded the audit of the 2018 Tax Return on February 3, 2023 and there were no material findings and this matter is considered closed.

 

Income per Common Share
Income per common share information is computed on the weighted average number of shares outstanding during each period.

 

Goodwill

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.

 

Reclassifications: Certain 2022 financial information has been reclassified to conform to the 2023 presentation.

 

33

  
 

3.    ACCOUNTS RECEIVABLE

 

The balance of accounts receivable, net was $19.7 million, $21.9 million, and $18.4 million at December 31, 2023, 2022 and 2021respectively.

 

The Company establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information relevant to estimating expected credit losses. The reserve for doubtful accounts was $105,223, $143,631 and $75,930 at  December 31, 2023, 2022 and 2021, respectively.

 

 

4.    INVENTORY

 

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

 

  

December 31,

  

December 31,

 
  

2023

  

2022

 

Raw materials and component parts

 $3,989,444  $2,892,820 

Work-in-process

  4,514,263   5,158,252 

Finished products

  9,846,694   13,483,017 

Total inventory

 $18,350,401  $21,534,089 

Less: inventory reserves

  677,779   1,357,947 

Net inventory

 $17,672,622  $20,176,142 

 

 

5.     GOODWILL AND OTHER INTANGIBLE ASSETS

 

Impairment testing

 

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. During 2022 a quantitative analysis was performed for Global-Tek as well as CAD. No impairment was identified in the periods presented.

 

The Goodwill values are presented below:

 

  

December 31,

  

December 31,

 
  

2023

  

2022

 

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

 $15,753,682  $13,926,362 

Acquisitions

  -   1,997,174 

Adjustments

  221,111   (169,854)

Ending Balance

 $15,974,793  $15,753,682 
         

Total Company:

        

Beginning Balance

 $16,231,938  $14,404,618 

Acquisitions

  -   1,997,174 

Adjustments

  221,111   (169,854)

Ending Balance

 $16,453,049  $16,231,938 

 

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 increased by $1.8 million from $14.4 million at   December 31, 2021 to $16.2 million at  December 31, 2022. The increase in Goodwill was driven by the addition of $2.0 million in the Industrial and Transportation Products segment related to the acquisitions of Reverso Pumps & Separ America and KMC and in the first and second quarters of 2022, respectively. These increases were partially offset by a decrease of $0.2 million related to a purchase accounting adjustment for Global-Tek, also in the Industrial and Transportation Products segment.

 

34

 

Intangible assets relate to the purchase of businesses. Goodwill represents the excess of cost over the fair value of identifiable assets acquired. Goodwill is not amortized, but is reviewed on an annual basis for impairment. Amortization of other intangible assets is calculated on a straight-line basis over periods ranging from one year to 15 years. Intangible assets consist of the following:

 

  

December 31, 2023

  

December 31, 2022

 

Customer list intangibles

 $9,316,000  $9,316,000 

Non-compete agreements

  200,000   200,000 

Trademarks

  4,466,899   4,445,649 

Total intangible assets

  13,982,899   13,961,649 

Less: accumulated amortization

  5,730,299   4,469,089 

Intangible assets, net

 $8,252,600  $9,492,560 

 

Intangible amortization expense was as follows:

 

  

December 31, 2023

  

December 31, 2022

 
         

Accumulated amortization at the beginning of the period

 $4,469,089  $3,203,585 

Amortization expense

  1,261,210   1,265,504 

Accumulated amortization at end of period

 $5,730,299  $4,469,089 

 

Intangible amortization for the next five years is as follows:

 

  

Amortization in future periods

 

2024

  1,261,210 

2025

  1,261,210 

2026

  933,345 

2027

  817,298 

2028

  759,117 

  

 

6.      PROPERTY, PLANT AND EQUIPMENT, NET

 

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

 

  

December 31,

  

December 31,

 
  

2023

  

2022

 

Land

 $231,034  $231,034 

Buildings and improvements

  3,760,203   3,222,243 

Machinery & equipment

  24,851,703   23,301,660 

Total property, plant & equipment

  28,842,940   26,754,937 

Less: accumulated depreciation

  14,156,750   11,541,494 

Property plant & equipment, net

 $14,686,190  $15,213,443 

 

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 an aerospace tooling machine. Air Power Dynamics, LLC is controlled by Ambassador Edward Crawford, who is the chairman of the Company's board.

 

Depreciation expense for the years ended  December 31, 2023 and 2022 was $2,619,244 and $2,398,445, respectively.

 

35

 
 

7.  INVESTMENTS IN EQUITY SECURITIES

 

Investments in equity securities as of  December 31, 2023 and 2022 are summarized in the table below:

 

          

UNREALIZED

  

REALIZED

     
  

BALANCE

  

ACQUISITIONS,

  

GAINS

  

GAINS

  

BALANCE

 
  

AT

  

DISPOSITIONS

  

(LOSSES)

  

(LOSSES)

  

AT END

 
  

BEGINNING

  

AND

  

INCLUDED

  

INCLUDED

  

OF

 
  

OF YEAR

  

SETTLEMENTS

  

IN EARNINGS

  

IN EARNINGS

  

PERIOD

 

December 31, 2022

 $1,518,244  $-  $(860,273) $-  $657,971 
                     

Year-to-date December 31, 2023

  657,971   -   53,614   (46,284)  665,301 

 

Investments by fair value level in the hierarchy as of December 31, 2023 and December 31, 2022 are as follows:

 

          

Unobservable

     
  

Quoted

  

Models with

  

Inputs that

     
  

Market

  

Significant

  

are not

  

Total

 
  

Prices in

  

Observable

  

Corroborated

  

Carrying

 
  

Attractive

  

Market

  

by Market

  

Value in the

 
  

Markets

  

Parameters

  

Data

  

Balance

 
  

(Level 1)

  

(Level 2)

  

(Level 3)

  

Sheet

 

Common stock as of December 31, 2023

 $665,301  $-  $-  $665,301 

Common stock as of December 31, 2022

 $657,971  $-  $-  $657,971 

 

36

  
 

8.      BANK DEBT and NOTES PAYABLE

The Company is party 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, (a) extends the maturity date of the underlying credit facility from June 1, 2024 to June 1, 2027, (b) 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, and (c) permits the repurchase by the Company and its subsidiaries of up to $7,000,000 of Company equity prior to June 30, 2024, subject to compliance with certain financial covenants under the Credit Agreement.

 

A Term Loan A matured  December 1, 2022, and was paid in full on  January 4, 2023.

 

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.

 

Bank debt balances consist of the following:

 

  

December 31,

  

December 31,

 
  

2023

  

2022

 

Term debt

 $-  $222,222 

Revolving debt

  5,112,187   19,281,119 

Total Bank debt

  5,112,187   19,503,341 

Less: current portion

  -   222,222 

Non-current bank debt

  5,112,187   19,281,119 

Less: unamortized debt costs

  15,515   56,801 

Net non-current bank debt

 $5,096,672  $19,224,318 

 

The Company had $24.9 million and $10.7 million available to borrow on the revolving credit facility at December 31, 2023 and 2022, respectively.  

 

37

 

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 Seller Note

Effective  July 1, 2018, the Company completed the acquisition of all of the issued and outstanding shares of capital stock of CAD. Upon the closing of the transaction, the CAD shares were transferred and assigned to the Company in consideration of the payment by the Company of an aggregate purchase price of $21 million, $12 million of which was payable in cash at closing, with the remainder paid in the form of a subordinated promissory note issued by the Company in favor of a Seller (the “Seller Note”). The Seller Note had an interest rate of four percent (4.00%) per annum and the loan was paid in full on  March 31, 2023.

 

Notes Payable

 

Notes payable consists of the following: 

 

  

December 31,

  

December 31,

 
  

2023

  

2022

 

In connection with the Komtek Forge acquisition, the Company refinanced its previously 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

 $1,294,435  $2,587,877 

In connection with the CAD acquisition, the Company entered into a promissory note on July 1, 2018 for a $9,000,000 loan due to the seller, payable in quarterly installments beginning September 30, 2018. The note was paid in full on March 31, 2023

  -   562,500 

Total notes payable

  1,294,435   3,150,377 

Less current portion

  824,226   1,303,972 

Notes payable – non-current portion

 $470,209  $1,846,405 

 

38

 

Principal payments on the notes payable are as follows for the years ended December 31:

 

  

Related Party

  

Total Principal

 
  

Notes

  

Payments

 
         

2024

  824,226   824,226 

2025

  470,209   470,209 

2026

  -   - 

2027

  -   - 

Total principal payments

 $1,294,435  $1,294,435 

 

 

9.     LEASES 

 

The Company has operating leases for facilities, vehicles and equipment. These leases have remaining terms of 2 years to 10 years, some of which include options to extend the leases for up to 10 years.  Lease expense for the years ended  December 31, 2023 and 2022 was approximately $2.2 million and $2.0 million, respectively.

 

Supplemental balance sheet information related to leases:

 

  

December 31,

  

December 31,

 
  

2023

  

2022

 

Operating leases:

        

Operating lease right-of-use assets, net

 $8,356,903  $9,524,280 
         

Other current liabilities

  1,714,174   1,705,224 

Operating lease liabilities

  6,901,043   8,060,152 

Total operating lease liabilities

 $8,615,217  $9,765,376 

Weighted Average Remaining Lease Term

        

Operating Leases (in years)

  7.1   7.7 

Weighted Average Discount Rate

        

Operating Leases

  5.0%  5.0%

 

Future minimum lease payments at December 31, 2023 were as follows:

 

  

Operating

 
  

Leases

 

Year Ending December 31,

    

2024

 $2,105,239 

2025

  2,061,125 

2026

  1,521,090 

2027

  845,957 

2028

  636,577 

Thereafter

  3,059,965 

Total future minimum lease payments

 $10,229,953 

Less: imputed interest

  (1,614,736)