UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 10, 2020
Crawford United Corporation
(Exact Name of Registrant as Specified in Charter)
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Ohio |
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000-00147 |
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34-0288470 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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10514 Dupont Avenue Cleveland, Ohio |
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44108 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
(216) 243-2614
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 2.02 |
Results of Operations and Financial Condition. |
On November 10, 2020, Crawford United Corporation (the “Company”) issued a press release announcing financial results for the quarter ended September 30, 2020. The press release is attached hereto as Exhibit 99.1.
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Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
Description of Exhibit |
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99.1 |
Crawford United Corporation press release dated November 10, 2020. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CRAWFORD UNITED CORPORATION |
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Date: November 10, 2020 |
/s/ John P. Daly |
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Name: John P. Daly |
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Its: Chief Financial Officer |
Exhibit Index
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Exhibit No. |
Description of Exhibit |
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99.1 |
Press release dated November 10, 2020. |
Exhibit 99.1
Contact:
Brian E. Powers, Chairman and Chief Executive Officer
CRAWFORD UNITED CORPORATION
10514 Dupont Avenue, Suite 200
Cleveland, Ohio 44108
216-243-2449
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November 10, 2020 |
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FOR IMMEDIATE RELEASE |
Crawford United Corporation Announces Third Quarter 2020 Results
CLEVELAND, OHIO, November 10, 2020 – Crawford United Corporation (OTC: CRAWA), a growth-oriented holding company serving diverse markets, today reported results for the three-month and nine-month periods ended September 30, 2020.
For the quarter, sales were $21.3 million compared to $22.2 million in the same period last year, a decrease of 4.3%. In this quarter, the Company recorded operating income of $2.1 million compared to operating income of $2.6 million in the same quarter last year. Net income was $1.4 million, or $0.43 per fully diluted share, compared to $1.7 million, or $0.52 per fully diluted share in the same quarter last year.
For the nine months ended September 30, 2020, sales were $65.1 million compared to $68.6 million in the same period last year, a decrease of 5.0%. In this nine-month period, the Company recorded operating income of $5.8 million compared to operating income of $7.9 million in the same period last year. Net income was $3.7 million, or $1.12 per fully diluted share, compared to $5.3 million, or $1.64 per fully diluted share in the same period last year.
For the quarter and the nine months ended September 30, the decreases in sales, operating income and net income were due to the impact of COVID-19. The pandemic significantly weakened customer demand across the Company's business segments, particularly in the second quarter. In the third quarter, sales and net income increased 14.5% and 520.8% respectively compared to the second quarter, demonstrating a strong recovery in customer demand.
Brian Powers, Chairman and CEO, stated “We are pleased with the progress made by each of our business segments in this most recent quarter and remain confident in our ability to pursue and achieve long-term strategic priorities. Crawford United has the stability required to explore opportunities for growing our revenue and improving our profitability, with an eye towards future acquisitions.”
About Crawford United Corporation. Crawford United Corporation is a growth-oriented holding company providing specialty industrial products to diverse markets, including healthcare, aerospace, education, transportation, and petrochemical. The company currently operates three business segments. The Aerospace Components business specializes in highly complex precision components for customers in the commercial and military aviation industry, offering complete end-to-end engineering, machining, grinding, welding, brazing, heat treat, and assembly solutions. The Commercial Air Handling business is a leader in designing, manufacturing, and installing highly customized, large-scale commercial, institutional, and industrial air handling solutions. The Industrial Hose business is a premier manufacturer of flexible interlocking metal hoses and a distributor of a full line of branded silicone, plastic, rubber, hydraulic, marine and fuel hose products. For more information, go to www.crawfordunited.com.
Information about Forward Looking Statements. This press release contains forward-looking statements within the meaning of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995, including statements made regarding the company’s future results. Generally, these statements can be identified by the use of words such as “guidance,” “outlook,” “believes,” “estimates,” “anticipates,” “expects,” “forecasts,” “seeks,” “projects,” “intends,” “plans,” “may,” “will,” “should,” “could,” “would” and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward looking statements, or other statements made by the Company, are made based upon 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 such forward looking statements. These uncertainties and factors include the Company’s ability to successfully integrate acquisitions, including the acquisition of MPI Products Inc. (dba Marine Products International), and manage the larger operations of the combined businesses, the Company’s dependence upon a limited number of customers in the aerospace industry, the highly competitive industry in which the Company operates, which includes several competitors with greater financial resources and larger sales organizations, the Company’s ability to capitalize on market opportunities in certain sectors, the Company’s ability to obtain cost effective financing and the Company’s ability to satisfy obligations under its financing arrangements, statements related to the expected effects on the Company’s business of the COVID-19 pandemic, the duration and scope of the COVID-19 pandemic and impact on the demand for the Company’s products, actions that governments, businesses and individuals take in response to the pandemic, including mandatory business closures and restrictions on onsite commercial interactions and any re-imposed public health measures or tightened public health restrictions in response to any increased spread of COVID-19 in the Company’s markets, the impact of the pandemic and actions taken in response to the pandemic on global and regional economies and economic activity, the pace of recovery when the COVID-19 pandemic subsides, general economic uncertainty in key global markets and a worsening of global economic conditions or low levels of economic growth, as well as the risks described from time to time in the Company’s reports as filed with the Securities and Exchange Commission. Further information on potential factors that could affect the financial results of the Company and its forward-looking statements is included in its most recent Form 10-K and subsequent filings with the Securities and Exchange Commission. The Company assumes no obligation to update any forward-looking statement, except as may be required by law. These forward-looking statements speak only as of the date of this release. All forward-looking statements are qualified in their entirety by this cautionary statement.
Brian E. Powers
Chairman & CEO
216-243-2449
bpowers@crawfordunited.com
“Crawford United has a great future behind it.”
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CRAWFORD UNITED CORPORATION |
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Consolidated Income Statement (Unaudited) |
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Three Months Ended |
Nine Months Ended |
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September 30, |
September 30, |
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2020 |
2019 |
2020 |
2019 |
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Sales |
$ | 21,277,797 | 100 |
% |
$ | 22,244,681 | 100 |
% |
$ | 65,135,959 | 100 |
% |
$ | 68,595,404 | 100 |
% |
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Cost of Sales |
16,425,380 | 77 |
% |
17,257,118 | 78 |
% |
50,576,360 | 78 |
% |
53,551,020 | 78 |
% |
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Gross Profit |
4,852,417 | 23 |
% |
4,987,563 | 22 |
% |
14,559,599 | 22 |
% |
15,044,384 | 22 |
% |
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Selling, general and administrative expenses |
2,726,000 | 13 |
% |
2,428,784 | 11 |
% |
8,764,513 | 13 |
% |
7,122,981 | 10 |
% |
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Operating Income |
2,126,417 | 10 |
% |
2,558,779 | 12 |
% |
5,795,086 | 9 |
% |
7,921,403 | 12 |
% |
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Interest charges |
208,030 | 1 |
% |
321,994 | 1 |
% |
740,740 | 1 |
% |
872,646 | 1 |
% |
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Other (income) expense, net |
13,966 | 0 |
% |
3 | 0 |
% |
72,933 | 0 |
% |
1,664 | 0 |
% |
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Income before Income Taxes |
1,904,421 | 9 |
% |
2,336,782 | 10 |
% |
4,981,413 | 8 |
% |
7,047,093 | 10 |
% |
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Income tax expense |
478,331 | 2 |
% |
541,914 | 2 |
% |
1,250,916 | 2 |
% |
1,775,288 | 3 |
% |
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Net income |
$ | 1,426,090 | 7 |
% |
$ | 1,694,868 | 8 |
% |
$ | 3,730,497 | 6 |
% |
$ | 5,271,805 | 8 |
% |
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Net income (loss) per common share |
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Basic |
$ | 0.43 | $ | 0.59 | $ | 1.12 | $ | 1.89 | ||||||||||||||||||||||||
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Diluted |
$ | 0.43 | $ | 0.52 | $ | 1.12 | $ | 1.64 | ||||||||||||||||||||||||
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Weighted average shares outstanding |
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Basic |
3,324,380 | 2,850,958 | 3,317,864 | 2,787,845 | ||||||||||||||||||||||||||||
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Diluted |
3,326,003 | 3,249,233 | 3,319,501 | 3,223,004 | ||||||||||||||||||||||||||||