UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2021
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from Not Applicable to Not Applicable
Commission file number: 000-000147
CRAWFORD UNITED CORPORATION
(Exact name of registrant as specified in its charter)
Ohio |
34-0288470 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
10514 Dupont Avenue, Suite 200, Cleveland, Ohio |
44108 |
(Address of principal executive offices) |
(Zip Code) |
Registrant's telephone number (216) 243-2614
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ |
Accelerated filer ☐ |
Non-accelerated filer ☒ |
Smaller reporting company ☒ |
Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Securities registered pursuant to Section 12(b) of the Act: None.
As of May 3, 2021, 2,637,058 shares of Class A Common Stock and 771,848 shares of Class B Common Stock were outstanding.
PART I
ITEM 1. FINANCIAL STATEMENTS
CRAWFORD UNITED CORPORATION
CONSOLIDATED BALANCE SHEET
(Unaudited) |
||||||||
March 31, 2021 |
December 31, 2020 |
|||||||
ASSETS |
||||||||
CURRENT ASSETS: |
||||||||
Cash and cash equivalents |
$ | 4,841,177 | $ | 6,194,276 | ||||
Accounts receivable less allowance for doubtful accounts |
15,550,526 | 12,021,692 | ||||||
Contract assets |
3,901,253 | 3,735,557 | ||||||
Inventories-less allowance for obsolete inventory |
13,119,476 | 11,030,960 | ||||||
Investments |
1,644,975 | 1,534,400 | ||||||
Prepaid expenses and other current assets |
674,789 | 657,496 | ||||||
Total Current Assets |
39,732,196 | 35,174,381 | ||||||
Property, plant and equipment, net |
15,286,257 | 11,290,783 | ||||||
Operating right of use asset, net |
8,565,973 | 8,856,820 | ||||||
OTHER ASSETS: |
||||||||
Goodwill |
13,978,426 | 11,505,852 | ||||||
Intangibles, net of accumulated amortization |
9,555,385 | 7,558,309 | ||||||
Other non-current assets |
102,129 | 106,638 | ||||||
Total Non-Current Other Assets |
23,635,940 | 19,170,799 | ||||||
Total Assets |
$ | 87,220,366 | $ | 74,492,783 |
See accompanying notes to consolidated financial statements
CRAWFORD UNITED CORPORATION
CONSOLIDATED BALANCE SHEET
(Unaudited) |
||||||||
March 31, 2021 |
December 31, 2020 |
|||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
CURRENT LIABILITIES: |
||||||||
Notes payable – current |
2,915,213 | 2,782,479 | ||||||
Bank debt – current |
1,333,333 | 1,333,333 | ||||||
Leases payable – current |
1,158,633 | 1,136,300 | ||||||
Accounts payable |
9,913,661 | 9,230,032 | ||||||
Unearned revenue |
677,741 | 820,002 | ||||||
Contingent liability - current |
750,000 | - | ||||||
Accrued expenses |
3,382,366 | 2,242,924 | ||||||
Total Current Liabilities |
20,130,947 | 17,545,070 | ||||||
LONG-TERM LIABILITIES: |
||||||||
Notes payable – long-term |
6,489,571 | 5,455,717 | ||||||
Bank debt – long-term |
17,757,675 | 12,174,428 | ||||||
PPP loans |
- | 1,453,837 | ||||||
Leases payable – long-term |
7,638,786 | 7,901,357 | ||||||
Deferred income taxes |
2,429,828 | 2,429,828 | ||||||
Contingent liability – long-term |
750,000 | - | ||||||
Total Long-Term Liabilities |
35,065,860 | 29,415,167 | ||||||
STOCKHOLDERS' EQUITY |
||||||||
Class A common shares - 10,000,000 shares authorized, 2,678,787 issued at March 31, 2021 and 2,595,087 issued at December 31, 2020 |
5,285,333 | 3,896,705 | ||||||
Class B common shares - 2,500,000 shares authorized, 954,283 shares issued at March 31, 2021 and December 31, 2020 |
1,465,522 | 1,465,522 | ||||||
Contributed capital |
1,741,901 | 1,741,901 | ||||||
Treasury shares |
(1,979,085 |
) |
(1,938,052 |
) |
||||
Class A common shares – 41,729 shares held at March 31, 2021 and 39,467 shares held at December 31, 2020 |
||||||||
Class B common shares – 182,435 shares held at March 31, 2021 and December 31, 2020 |
||||||||
Retained earnings |
25,509,888 | 22,366,470 | ||||||
Total Stockholders' Equity |
32,023,559 | 27,532,546 | ||||||
Total Liabilities and Stockholders' Equity |
$ | 87,220,366 | $ | 74,492,783 |
See accompanying notes to consolidated financial statements
CRAWFORD UNITED CORPORATION
CONSOLIDATED STATEMENT OF INCOME (Unaudited)
Three Months Ended March 31, |
||||||||
2021 |
2020 |
|||||||
Total Sales |
$ | 23,994,004 | $ | 25,281,574 | ||||
Cost of Sales |
17,991,083 | 19,073,431 | ||||||
Gross Profit |
6,002,921 | 6,208,143 | ||||||
Operating Expenses: |
||||||||
Selling, General and administrative expenses |
3,677,461 | 3,069,994 | ||||||
Operating Income |
2,325,460 | 3,138,149 | ||||||
Other (Income) and Expenses: |
||||||||
Interest charges |
218,618 | 297,421 | ||||||
Realized (gain) on investments |
(152,761 |
) |
- | |||||
Unrealized (gain) on investments |
(233,644 |
) |
- | |||||
PPP loan forgiveness |
(1,453,837 |
) |
- | |||||
Other (income) expense, net |
278,125 | 71,361 | ||||||
Total Other (Income) and Expenses |
(1,343,499 |
) |
368,782 | |||||
Income before Provision for Income Taxes |
3,668,959 | 2,769,367 | ||||||
Provision for Income Taxes |
525,542 | 693,797 | ||||||
Net Income |
$ | 3,143,417 | $ | 2,075,570 | ||||
Net Income Per Common Share - Basic |
$ | 0.93 | $ | 0.63 | ||||
Net Income Per Common Share - Diluted |
$ | 0.93 | $ | 0.63 | ||||
Weighted Average Shares of Common Stock Outstanding |
||||||||
Basic |
3,392,839 | 3,311,477 | ||||||
Diluted |
3,393,720 | 3,313,157 |
See accompanying notes to consolidated financial statements
CRAWFORD UNITED CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
COMMON SHARES - NO PAR VALUE |
||||||||||||||||||||||||
CLASS A |
CLASS B |
CONTRIBUTED CAPITAL |
TREASURY SHARES |
RETAINED EARNINGS |
TOTAL |
|||||||||||||||||||
Balance at December 31, 2019 |
$ | 3,599,806 | $ | 1,465,522 | $ | 1,741,901 | $ | (1,905,780 |
) |
$ | 16,527,083 | $ | 21,428,532 | |||||||||||
Share-based compensation expense |
70,849 | - | - | - | - | 70,849 | ||||||||||||||||||
Stock awards |
226,050 | - | - | - | - | 226,050 | ||||||||||||||||||
Repurchase of shares |
- | - | - | (32,272 |
) |
- | (32,272 | ) | ||||||||||||||||
Net income |
- | - | - | - | 5,839,387 | 5,839,387 | ||||||||||||||||||
Balance at December 31, 2020 |
$ | 3,896,705 | $ | 1,465,522 | $ | 1,741,901 | $ | (1,938,052 |
) |
$ | 22,366,470 | $ | 27,532,546 | |||||||||||
Share-based compensation expense |
15,667 | - | - | - | - | 15,667 | ||||||||||||||||||
Stock awards |
313,961 | - | - | - | - | 313,961 | ||||||||||||||||||
Issuance for acquisition |
1,059,000 | - | - | - | - | 1,059,000 | ||||||||||||||||||
Repurchase of shares |
- | - | - | (41,033 |
) |
- | (41,033 |
) |
||||||||||||||||
Net income |
- | - | - | - | 3,143,417 | 3,143,417 | ||||||||||||||||||
Balance at March 31, 2021 |
$ | 5,285,333 | $ | 1,465,522 | $ | 1,741,901 | $ | (1,979,085 |
) |
$ | 25,509,887 | $ | 32,023,559 |
COMMON SHARES ISSUED |
TREASURY SHARES |
COMMON SHARES OUTSTANDING |
||||||||||||||||||||||
CLASS A |
CLASS B |
CLASS A |
CLASS B |
CLASS A |
CLASS B |
|||||||||||||||||||
Balance at December 31, 2019 |
2,576,837 | 954,283 | 37,208 | 182,435 | 2,539,629 | 771,848 | ||||||||||||||||||
Stock awards |
17,250 | - | - | - | 17,250 | - | ||||||||||||||||||
Stock option exercise |
1,000 | - | - | - | 1,000 | - | ||||||||||||||||||
Share repurchase |
- | - | 2,259 | - | (2,259 |
) |
- | |||||||||||||||||
Balance at December 31, 2020 |
2,595,087 | 954,283 | 39,467 | 182,435 | 2,555,620 | 771,848 | ||||||||||||||||||
Stock Awards |
23,700 | - | - | - | 23,700 | - | ||||||||||||||||||
Acquisition |
60,000 | - | - | - | 60,000 | - | ||||||||||||||||||
Share repurchase |
- | - | 2,262 | - | (2,262 |
) |
- | |||||||||||||||||
Balance at March 31, 2021 |
2,678,787 | 954,283 | 41,729 | 182,435 | 2,637,058 | 771,848 |
CRAWFORD UNITED CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOW (Unaudited)
Three Months Ended March 31, |
||||||||
2021 |
2020 |
|||||||
Cash Flows from Operating Activities |
||||||||
Net Income |
$ | 3,143,417 | $ | 2,075,570 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Depreciation and amortization |
724,641 | 623,465 | ||||||
Unrealized gain on investments in equity securities |
(233,644 |
) |
- | |||||
Forgiveness of PPP loan |
(1,453,837 | ) | - | |||||
Non-cash share-based compensation expense |
329,628 | 36,466 | ||||||
Changes in assets and liabilities: |
||||||||
Decrease (Increase) in accounts receivable |
(967,662 |
) |
2,056,246 | |||||
Decrease (Increase) in inventories |
(319,455 |
) |
(339,843 | |||||
Decrease (Increase) in contract assets |
(165,696 |
) |
(1,775,539 |
) |
||||
Decrease (Increase) in prepaid expenses & other assets |
268,510 | (58,099 | ) | |||||
Increase (Decrease) in accounts payable |
(633,307 |
) |
2,305,197 | |||||
Increase (Decrease) in accrued expenses |
912,024 | 1,239,831 | ||||||
Increase (Decrease) in unearned revenue |
(142,261 |
) |
(546,965 |
) |
||||
Total adjustments |
(1,681,059 | ) | 3,540,759 | |||||
Net Cash Provided by Operating Activities |
$ | 1,462,358 | $ | 5,616,329 | ||||
Cash Flows from Investing Activities |
||||||||
Cash paid for business acquisitions |
(7,081,277 |
) |
(9,400,000 |
) |
||||
Sale of equity securities |
123,069 | - | ||||||
Capital expenditures |
(827,184 |
) |
(122,720 |
) |
||||
Net Cash (Used in) Investing Activities |
$ | (7,785,392 |
) |
$ | (9,522,720 |
) |
||
Cash Flows from Financing Activities |
||||||||
Payments on notes |
(562,500 |
) |
(684,720 |
) |
||||
Payments on bank debt |
(1,352,833 |
) |
(3,093,747 |
) |
||||
Borrowings on bank debt |
6,926,301 | 10,870,893 | ||||||
Share repurchase |
(41,033 |
) |
- | |||||
Net Cash Provided by Financing Activities |
$ | 4,969,935 | $ | 7,092,426 | ||||
Net Increase (decrease) in cash and cash equivalents |
(1,353,099 |
) |
3,186,035 | |||||
Cash and cash equivalents at beginning of period |
6,194,276 | 2,232,499 | ||||||
Cash and cash equivalents at end of period |
$ | 4,841,177 | $ | 5,418,534 | ||||
Supplemental disclosures of cash flow information |
||||||||
Interest Paid |
$ | 153,995 | $ | 255,742 | ||||
Supplemental disclosures of noncash financing activity |
||||||||
Forgiveness of PPP loan |
$ | 1,453,837 | - | |||||
Supplemental disclosures of noncash investing activity |
||||||||
Issuance of Class A common shares in business acquisition | $ | 1,059,000 | - | |||||
See accompanying notes to consolidated financial statements
CRAWFORD UNITED CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
MARCH 31, 2021
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. The consolidated financial statements include the accounts of Crawford United Corporation and its wholly-owned subsidiaries (the “Company”). Significant intercompany transactions and balances have been eliminated in the financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ended December 31, 2021. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
During the three-month period ended March 31, 2021, there have been no changes to our significant accounting policies.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company’s Summary of Significant Accounting Policies is provided with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
New Accounting Standards Not Yet Adopted
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 will be effective for smaller reporting companies beginning after December 15, 2022.
Fair Value of Financial Instruments
Accounting for "Financial Instruments" requires the Company to disclose estimated fair values of financial instruments. Financial instruments held by the Company include, among others, accounts receivable, accounts payable, and notes payable. The carrying amounts reported in the consolidated balance sheet for assets and liabilities qualifying as financial instruments is a reasonable estimate of fair value.
Fair Value Measurements
As defined in FASB ASC 820, "Fair Value Measurements", fair value is the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. In determining fair value, the Company utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable firm inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the examination of the inputs used in the valuation techniques, the Company is required to provide the following information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:
* Level 1: Quoted market prices in active markets for identical assets or liabilities.
* Level 2: Inputs to the valuation methodology include: * Quoted prices for similar assets or liabilities in active markets;
* Quoted prices for identical assets or similar assets or liabilities in inactive markets;
* Inputs other than quoted prices that are observable for the asset or liability;
* Inputs that are derived principally from or corroborated by observable market data by correlation or other means.
* Level 3: Unobservable inputs that are not corroborated by market data.
A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
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.
Stock: The stock market value is based on valuation of market quotes from independent active market sources, and is considered a level 1 investment.
3. ACCOUNTS RECEIVABLE
The Company establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. The reserve for doubtful accounts was $17,009 and $19,973 at March 31, 2021 and December 31, 2020, respectively.
4. INVENTORY
Inventory is valued at the lower of cost (first-in, first-out) or net realizable value and consists of:
March 31, 2021 |
December 31, 2020 |
|||||||
Raw materials and component parts |
$ | 3,914,652 | $ | 3,897,133 | ||||
Work-in-process |
3,963,814 | 3,449,252 | ||||||
Finished products |
5,556,355 | 3,999,920 | ||||||
Total inventory |
$ | 13,434,821 | $ | 11,346,305 | ||||
Less: inventory reserves |
315,345 | 315,345 | ||||||
Net inventory |
$ | 13,119,476 | $ | 11,030,960 |
5. GOODWILL AND OTHER INTANGIBLE ASSETS, NET
For the identified reporting units, a Step 1 impairment test was performed as of December 31, 2020 using an income approach based on management’s determination of the prospective financial information, with consideration given to the existing uncertainty in the global economy and aerospace and defense industry, particularly the commercial sector. The results of this test indicated the fair value exceeded carrying value for all reporting units tested. As a result of the impairment testing performed as of December 31, 2020, no indefinite-lived intangible assets or goodwill was determined to be impaired. Management updated their assessment during the first quarter of fiscal 2021 and validated the assumptions used in the analyses performed as of December 31, 2020 and determined that the resulting conclusions remained appropriate as of March 31, 2021.
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 intangibles is being amortized on a straight-line basis over period ranging from one year to 15 years. Intangible assets are as follows:
March 31, 2021 |
December 31, 2020 |
|||||||
Customer list intangibles |
$ | 8,741,000 | $ | 7,700,000 | ||||
Non-compete agreements |
200,000 | 200,000 | ||||||
Trademarks |
3,092,000 | 1,930,000 | ||||||
Total intangible assets |
12,033,000 | 9,830,000 | ||||||
Less: accumulated amortization |
2,477,615 | 2,271,691 | ||||||
Intangible assets, net |
$ | 9,555,385 | $ | 7,558,309 |
Amortization of intangibles assets was: $205,924 and $179,340 for the three months ended March 31, 2021 and 2020, respectively.
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:
March 31, 2021 |
December 31, 2020 |
|||||||
Land |
$ | 228,872 | $ | 228,872 | ||||
Buildings and improvements |
2,434,882 | 2,061,887 | ||||||
Machinery & equipment |
20,251,375 | 14,329,462 | ||||||
Total property, plant & equipment |
22,915,129 | 16,620,221 | ||||||
Less: accumulated depreciation |
7,628,872 | 5,329,438 | ||||||
Property plant & equipment, net |
$ | 15,286,257 | $ | 11,290,783 |
Depreciation expense was $508,937 and $434,684 for the three months ended March 31, 2021 and 2020, respectively.
7. INVESTMENTS IN EQUITY SECURITIES
Investments in equity securities are summarized in the table below:
March 31, 2021 |
December 31, 2020 |
|||||||
Fair value of equity securities |
$ | 1,644,975 | $ | 1,534,400 | ||||
Cost basis |
826,224 | 949,293 | ||||||
Unrealized gain (loss) on equity securities |
$ | 818,751 | $ | 585,107 |
Unrealized gains were $233,644 as of March 31, 2021 compared to $585,107 as of December 31, 2020 and unrealized losses were $0 as of March 31, 2021 compared to $0 as of December 31, 2020. Realized gains were $152,748 as of March 31, 2021 compared to $0 as of December 31, 2020 and Realized losses were $0 as of March 31, 2021 and $0 as of December 31, 2020.
Investments by fair value level in the hierarchy as of March 31, 2021 and December 31, 2020 are as follows:
Quoted Market Prices in Attractive Markets (Level 1) |
Models with Significant Observable Market Parameters (Level 2) |
Unobservable Inputs that are not Corroborated by Market Data (Level 3) |
Total Carrying Value in the Balance Sheet |
|||||||||||||
Common stock as of March 31, 2021 |
$ | 1,644,975 | $ | - | $ | - | $ | 1,644,975 | ||||||||
Common stock as of December 31, 2020 |
$ | 1,534,400 | $ | - | $ | - | $ | 1,534,400 |
8. BANK DEBT
The Company entered into a Credit Agreement on June 1, 2017 with JPMorgan Chase Bank, N.A. as lender, which was amended in connection with funding the acquisition of CAD Enterprises, Inc. (“CAD”) on July 5, 2018 and further amended on September 30, 2019, December 30, 2019 and March 2, 2021 (as amended, the “Credit Agreement”). The March 2, 2021 amendment increased the maximum borrowing amount under the revolving credit facility from $20,000,000 to $30,000,000. As amended, the Credit Agreement is comprised of a revolving facility in the amount of $30,000,000 and a term A loan in the amount of $6,000,000. Outstanding borrowings on the term A loan are payable in consecutive monthly installments, which currently amount to $111,111 per month.
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 LIBOR plus applicable margins of (i) (0.25%) for Prime Rate loans and (ii) 1.75% for LIBOR loans. The maturity date of the revolving facility is June 1, 2024. Interest for borrowings under the term A loan accrues at a per annum rate equal to Prime Rate or LIBOR plus applicable margins of (i) 0.25% for Prime Rate loans and (ii) 2.25% for LIBOR loans. The maturity date of the term A loan is December 1, 2022. 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:
March 31, 2021 |
December 31, 2020 |
|||||||
Term debt |
$ | 2,444,445 | $ | 2,777,778 | ||||
Revolving debt |
16,752,098 | 10,825,797 | ||||||
Total Bank debt |
19,196,543 | 13,603,575 | ||||||
Less: current portion |
1,333,333 | 1,333,333 | ||||||
Non-current bank debt |
17,863,210 | 12,270,242 | ||||||
Less: unamortized debt costs |
105,535 | 95,814 | ||||||
Net non-current bank debt |
$ | 17,757,675 | $ | 12,174,428 |
The Company had $13.2 million and $9.2 million available to borrow on the revolving credit facility at March 31, 2021 and December 31, 2020, respectively.
9. NOTES PAYABLE
Notes Payable – Related Party
The Company had two separate outstanding promissory notes with First Francis Company Inc. (“First Francis”), which were originally issued in July 2016 in connection with the acquisition of Federal Hose Manufacturing (“Federal Hose”) and which were amended in July 2018 in connection with acquisition of CAD. The first promissory note was issued with original principal in the amount of $2,000,000, and the second was issued with original principal in the amount of $2,768,662. The promissory notes each had an interest rate of 6.25% per annum, which was increased from 4.0% per annum as part of the July 2018 amendments to the Credit Agreement.
In connection with the Komtek Forge acquisition, on January 15, 2021, the Company refinanced the 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 Matthew Crawford, who serves on the Board of Directors of the Company, and Edward Crawford, who served on the Board of Directors of the Company until June 17, 2019 and who has been nominated for election to the Board of Directors in 2021.
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”), which is subject to certain post-closing adjustments based on working capital, indebtedness and selling expenses, as specified in the Share Purchase Agreement entered into in connection with the acquisition (the “Share Purchase Agreement”). The Seller Note bears interest at a rate of four percent (4%) per annum and is payable in full no later than June 30, 2023 (the “Maturity Date”). The Maturity Date, with respect to any then-outstanding portion of the original principal amount which is subject to an indemnification claim by the Company (asserted in accordance with the terms of the Share Purchase Agreement) pending as of the date thereof, will be automatically extended until such time as any claim relating to such disputed amount is no longer pending, pursuant to the terms of the Seller Note and subject to additional conditions set forth therein and in the Share Purchase Agreement. The Company is not permitted to prepay any amounts due and owing under the Seller Note. Payment of the Seller Note is secured by a second-priority security interest in the assets of CAD. Interest accrued on the original principal amount is due and payable in arrears on the first day of each calendar quarter up to and including June 30, 2023. The Company is required to make quarterly principal payments, the amount of which is calculated based on a four (4) year amortization schedule, on the last day of each calendar quarter up to and including the Maturity Date. The holders of the Seller Note and the Company agreed to defer the quarterly principal payment due June 30, 2020 until June 30, 2023; quarterly interest was paid on the Seller Note.
Paycheck Protection Program Notes
The Company applied for and was approved for a loan in the amount of $3,679,383 (the “PPP Loan”) on April 10, 2020 pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). On May 5, 2020, the Company instructed JPMorgan to repay in full the Promissory Note pursuant to the Paycheck Protection Program under the CARES Act. On June 4, 2020, Federal Hose and CAD each entered into unsecured loans with First Federal Savings and Loan Association of Lakewood, pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), in the amounts of $253,071 and $1,200,766, respectively (the “PPP Loans”). The Company received notice of forgiveness from First Federal Savings and Loan Association of Lakewood of 100% of the CAD and Federal Hose PPP loans on January 2, 2021 and January 29, 2021 respectively.
Notes payable consists of the following:
March 31, 2021 |
December 31, 2020 |
|||||||
In connection with the Federal Hose acquisition, the Company entered into a promissory note on July 1, 2016 for a $2,000,000 loan due to First Francis Company, payable in quarterly installments beginning October 31, 2016. Refinanced on January 15, 2021. |
$ | - | $ | 1,108,829 | ||||
In connection with the Federal Hose acquisition, the Company entered into a promissory note on July 1, 2016 for a $2,768,662 loan due to First Francis Company, payable in quarterly installments beginning October 31, 2016. Refinanced on January 15, 2021. |
- | 941,867 | ||||||
In connection with the Komtek Forge acquisition, the Company refinanced the outstanding First Francis promissory notes, accrued interest payable through the refinance date and the assumed First Francis promissory note into one note on January 15, 2021 for a $3,779,784 loan due to First Francis Company, payable in quarterly installments beginning April 15, 2021. |
3,779,784 | - | ||||||
In connection with the CARES Act, Federal Hose entered into a promissory note on June 4, 2020 for a $253,071 loan due to First Federal Savings and Loan Association of Lakewood, with monthly principal and interest installments scheduled to begin January 4, 2021. This note was fully forgiven on January 29, 2021. |
- | 253,071 | ||||||
In connection with the CARES Act, CAD entered into a promissory note on June 4, 2020 for a $1,200,766 loan due to First Federal Savings and Loan Association of Lakewood, with monthly principal and interest installments scheduled to begin January 4, 2021. This note was fully forgiven on January 22, 2021. |
- | 1,200,766 | ||||||
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 Loudermilks, payable in quarterly installments beginning September 30, 2018. |
5,625,000 | 6,187,500 | ||||||
Total notes payable |
9,404,784 | 9,692,033 | ||||||
Less current portion |
2,915,213 | 2,782,479 | ||||||
Notes payable – non-current portion |
$ | 6,489,571 | $ | 6,909,554 |
10. LEASES
On January 1, 2019, the Company adopted ASU 2016-02 “Leases (Topic 842),” a new standard related to leases to increase transparency and comparability among organizations by requiring the recognition of lease assets and lease liabilities on the balance sheet. Most prominent among the amendments is the recognition of assets and liabilities by lessees for those leases classified as operating leases under previous U.S. GAAP.
The Company has operating and finance leases for facilities, vehicles and equipment. These leases have remaining terms of 2 years to 15 years, some of which include options to extended the leases for up to 10 years.
Supplemental balance sheet information related to leases:
March 31, 2021 |
December 31, 2020 |
|||||||
Operating leases: |
||||||||
Operating lease right-of-use assets, net |
$ | 8,565,973 | $ | 8,856,820 | ||||
Other current liabilities |
1,158,633 | 1,136,300 | ||||||
Operating lease liabilities |
7,638,786 | 7,901,357 | ||||||
Total operating lease liabilities |
$ | 8,797,419 | $ | 9,037,657 | ||||
Weighted Average Remaining Lease Term |
||||||||
Operating Leases (in years) |
9.0 | 9.0 | ||||||
Weighted Average Discount Rate |
||||||||
Operating Leases |
5.0 |
% |
5.0 |
% |
11. EARNINGS PER COMMON SHARE
The following table sets forth the computation of basic and diluted earnings per share.
Three Months Ended March 31, |
||||||||
2021 |
2020 |
|||||||
Earnings Per Share - Basic |
||||||||
Net Income |
$ | 3,143,417 | $ | 2,075,570 | ||||
Weighted average shares of common stock outstanding - Basic |
3,392,839 | 3,311,477 | ||||||
Earnings Per Share - Basic |
$ | 0.93 | $ | 0.63 | ||||
Earnings Per Share - Diluted |
||||||||
Weighted average shares of common stock outstanding - Basic |
3,392,839 | 3,311,477 | ||||||
Warrants, Options and Convertible Notes |
881 | 1,680 | ||||||
Weighted average shares of common stock -Diluted |
3,393,720 | 3,313,157 | ||||||
Earnings Per Share - Diluted |
$ | 0.93 | $ | 0.63 |
12. ACQUISITIONS
Effective January 15, 2021, the Company completed the acquisition of all of the issued and outstanding membership interests of KT Acquisition LLC (dba Komtek Forge, “Komtek”), a Massachusetts limited liability company and supplier of highly engineered forgings for the aerospace, industrial gas turbine, medical prosthetics. alternative energy, petrochemical, and defense industries, pursuant to a Membership Interest Purchase Agreement entered into as of January 15, 2021. The Company acquired Komtek in consideration of the payment by the Company of an aggregate purchase price of $3.6 million, subject to certain post-closing adjustments based on working capital, indebtedness and selling expenses, as specified in the Membership Interest Purchase Agreement, which was comprised of cash, the issuance of 60,000 Class A common shares of the Company and the assumption of approximately $1,702,000 of specified liabilities of the seller.
Cash |
$ | 75,701 | ||
Accounts Receivable |
1,502,713 | |||
Inventory |
1,595,859 | |||
Fixed Assets |
434,197 | |||
Prepaid and Other Assets |
280,258 | |||
Goodwill |
832,306 | |||
Total Assets Acquired |
$ | 4,721,034 | ||
Accounts Payable |
$ | 843,817 | ||
Accrued Expense |
223,909 | |||
Assumed debt |
1,753,757 | |||
Total Liabilities Assumed |
$ | 2,821,483 | ||
Equity Issuance |
$ | 1,059,000 | ||
Net Assets Acquired |
$ | 840,551 | ||
Acquisition transaction costs incurred were: |
$ | 145,900 |
Effective March 1, 2021, MTA Acquisition Company, LLC, a Delaware limited liability company (“MTA”) and indirect wholly-owned subsidiary of Crawford United Corporation, completed the acquisition of all of the membership interests of Global-Tek-Manufacturing LLC, a Puerto Rico limited liability company and specialist in machining parts from wrought, rounds, castings or extrusions and providing in house anodizing and other finishing and assembly operations and substantially all of the assets of Machining Technology L.L.C., a Colorado limited liability company with CNC machining capability, pursuant to a Membership Interest and Asset Purchase Agreement entered into March 2, 2021 and effective as of March 1, 2021. The stock and assets were transferred and assigned to MTA in exchange for approximately $4.9 million in cash and the repayment of remaining outstanding indebtedness and transaction costs totaling approximately $1.6 million, subject to customary post-closing adjustments. The Purchase Agreement also includes a post-closing “earnout” that provides for up to an aggregate of $1.5 million in additional consideration to the certain sellers (up to $750,000 per year) if specified performance targets are met in the two years following closing. If earned, the additional consideration is payable in cash or, at the election of each such seller, in Company common shares up to a maximum aggregate amount of 61,475 shares.
Accounts Receivable |
$ | 1,058,459 | ||
Inventory |
173,202 | |||
Fixed Assets |
3,243,031 | |||
Prepaid and Other Assets |
1,036 | |||
Intangibles Assets |
2,203,000 | |||
Goodwill |
1,640,268 | |||
Total Assets Acquired |
$ | 8,318,996 | ||
Accounts Payable |
$ | 473,119 | ||
Accrued Payroll and Other Expense |
29,450 | |||
Contingent Liability |
1,500,000 | |||
Total Liabilities Assumed |
$ | 2,002,569 | ||
Net Assets Acquired |
$ | 6,316,427 | ||
Acquisition transaction costs incurred were: |
$ | 181,133 |
13. SEGMENT AND RELATED INFORMATION
As of January 1, 2021, the Company elected to report operations for two business segments: (1) Commercial Air Handling Equipment, (2) Industrial and Transportation Products. The decision to change from three to two reportable business segments was the result of a board-level discussion and was deemed appropriate given the size of the Company. The Company's management evaluates segment performance based primarily on operating income. Certain corporate costs are allocated to the segments and interest expense directly related to financing the acquisition of a business is allocated to that segment, respectively. Intangible assets are allocated to each segment and the related amortization of these assets are recorded in selling, general and administrative expenses.
Commercial Air Handling:
The Commercial Air Handling 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, 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 specialized 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 L.L.C. (Machining Technologies), in Longmont, Colorado on March 2, 2021. Global-Tek and Machining Technologies 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.
Corporate and Other:
Corporate costs not allocated to the two primary business segments are aggregated here.
Information by industry segment is set forth below:
Three Months Ended March 31, 2021 |
||||||||||||||||
Commercial Air Handling |
Industrial And Transportation Products |
Corporate and Other |
Consolidated |
|||||||||||||
Sales |
$ | 8,765,099 | $ | 15,228,905 | $ | - | $ | 23,994,004 | ||||||||
Gross Profit |
2,230,821 | 3,772,100 | - | 6,002,921 | ||||||||||||
Operating Income |
1,045,631 | 1,751,443 | (471,614 | ) | 2,325,460 | |||||||||||
Pretax Income |
1,045,631 | 3,025,970 | (402,642 | ) | 3,668,959 | |||||||||||
Net Income |
784,224 | 2,660,019 | (300,826 | ) | 3,143,417 |
Three Months Ended March 31, 2020 (1) |
||||||||||||||||
Commercial Air Handling |
Industrial And Transportation Products |
Corporate and Other |
Consolidated |
|||||||||||||
Sales |
$ | 11,453,774 | $ | 13,827,800 | $ | - | $ | 25,281,574 | ||||||||
Gross Profit |
3,047,801 | 3,160,342 | - | 6,208,143 | ||||||||||||
Operating Income |
1,619,769 | 1,414,604 | 103,776 | 3,138,149 | ||||||||||||
Pretax Income |
1,594,804 | 1,121,227 | 53,336 | 2,769,367 | ||||||||||||
Net Income |
1,196,102 | 839,496 | 39,972 | 2,075,570 |
(1) |
March 31, 2020 segment information has been restated to reflect the change in reportable segments. |
14. UNCERTAINTIES
The coronavirus (COVID-19) pandemic had a material adverse effect on the Company’s reported results for the three months ended March 31, 2021. The Company will continue to actively monitor the impact of the coronavirus pandemic, which is expected to negatively impact the Company’s business and results of operations for the remainder of fiscal year 2021 and possibly beyond. The extent to which the Company’s business and operations will be impacted by the pandemic will depend largely on future developments, which are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning the severity of the outbreak; new and growing outbreaks of COVID-19 or new strains of COVID-19; actions by government authorities to contain COVID-19 or treat its impact, such as reimposed public health restrictions; efforts to combat COVID-19, such as vaccine development and distribution, among other things.
15. SUBSEQUENT EVENTS
None
RESULTS OF OPERATIONS.
The following discussion is intended to assist in the understanding of the Company's financial position at March 31, 2021 and December 31, 2020, results of operations for the three months ended March 31, 2021 and 2020, and cash flows for the three months ended March 31, 2021 and 2020, and should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020. The coronavirus (COVID-19) pandemic had a material adverse effect on the Company’s reported results for the three months ended March 31, 2021. The Company will continue to actively monitor the impact of the coronavirus pandemic, which is expected to negatively impact the Company’s business and results of operations for the remainder of fiscal year 2021 and possibly beyond. Many of our customers are considered “essential” and have remained operational during the pandemic, although in some cases in a limited capacity. This, together with the overall economic downturn that has resulted from the pandemic, slowed demand in the first quarter of 2021. Nearly all of the Company’s facilities have remained operational. While there are some restrictions to the supply of materials and products and those restrictions may continue or expand, our supply chain has remained largely intact. The extent to which the Company’s business and operations will continue to be impacted by the pandemic will depend largely on future developments, which are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning the severity of the pandemic; new and growing outbreaks of COVID-19 or new strains of COVID-19; actions by government authorities to contain COVID-19 or treat its impact, such as reimposed public health restrictions; efforts to combat COVID-19, such as vaccine development and distribution, among other things.
Items Affecting the Comparability of our Financial Results
The Company purchased all of the issued and outstanding membership interests of KT Acquisition LLC (name later changed to Komtek Forge LLC “Komtek”), in Worcester, Massachusetts on January 15, 2021.
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 L.L.C. (“Machining Technology”), in Longmont, Colorado on March 2, 2021.
Accordingly, in light of the timing of these transactions, the Company’s results for the quarter ended on March 31, 2021 include the added results of operations of Komtek, Global-Tek and Machining Technology in the Industrial and Transportation Products segment. Conversely, our results for the quarter ended March 31, 2020 do not include the results of operations of Komtek, Global-Tek and Machining Technology in the Industrial and Transportation Products segment.
Results of Operations – Three Months Ended March 31, 2021 and 2020
Sales for the quarter ended March 31, 2021 (“current quarter”) decreased to $24.0 million, a decrease of approximately $1.3 million or 5.1% from sales of $25.3 million during the same quarter of the prior year. This decrease in sales was primarily attributable to the impact of the COVID-19 pandemic partially offset by the acquisitions of Komtek, Global-Tek and Machining Technology.
Cost of sales for the current quarter was $18.0 million compared to $19.1 million, a decrease of $1.1 million or 5.8% from the same quarter of the prior year. Gross profit was $6.0 million in the current quarter compared to $6.2 million, a decrease of $0.2 million from the same quarter of the prior year. The decrease in cost of sales and gross profit was attributable to the impact of the COVID-19 pandemic partially offset by the acquisitions of Komtek, Global-Tek and Machining Technology.
Selling, general and administrative expenses (SG&A) in the current quarter were $3.7 million, or 15.3% of sales, compared to $3.1 million, or 12.1% of sales in the first quarter of last year. Selling, general and administrative expenses increased as a percentage of sales due primarily to $0.3 million of stock awards that were granted in the current quarter compared to $0.0 million of stock awards during the same quarter of last year. An additional $0.3 million of Selling, general and administrative expenses in the current quarter were a result of the acquisitions of Komtek, Global-Tek and Machining Technology.
Interest charges in the current quarter were approximately $0.2 million compared to $0.3 million in the same quarter of the prior year. The interest expense decreased due to lower average interest rates on the Company’s floating rate bank debt. Average total debt (including notes) and average interest rates for the current quarter were $25.6 million and 3.0% compared to $27.0 million and 3.9% in the same period of last year.
Other income, net was $1.6 million in the current quarter compared to $0.1 million of other expense, net in the same quarter of the prior year. The increase in other income is primarily driven by the forgiveness of the Company’s $1.5 million in outstanding Payroll Protection Loans (“PPP Loans”) in full by the U.S. Small Business Administration in accordance with the terms of the CARES Act. The forgiveness of the PPP Loans is treated as income.
Income tax expense in the current quarter was $0.5 million compared to $0.7 million in the same quarter of the prior year. Tax expense is lower than the Company’s historical expected effective tax rate of 25% because the income as a result of the PPP Loan forgiveness is not taxable and because the expected tax rate for Global-Tek in Puerto Rico is lower than 25%.
Net income in the current quarter was $3.1 million or $0.93 per diluted share as compared to the net income of $2.1 million or $0.63 per diluted share for the same quarter of the prior year.
Liquidity and Capital Resources
As described further in Note 11 to the Company’s consolidated financial statements, effective January 15, 2021, the Company completed the Komtek acquisition for a purchase price of $3.6 million, which included the assumption of $1.7 million of debt and the issuance of $1.1 million of common stock.
As described further in Note 11 to the Company’s consolidated financial statements, effective March 1, 2021, the Company completed the Global-Tek and Machining Technology acquisition for a purchase price of $8.0 million, subject to certain post-closing adjustments based on working capital and the achievement of future performance milestones.
The Company’s credit agreement, dated as of June 1, 2017, by and between the Company and JPMorgan Chase Bank, N.A. as lender (as amended, the “Credit Agreement”), provides for a revolving credit facility. On March 2, 2021, the Company amended its Credit Agreement to increase availability under the revolving credit facility to $30.0 million from $20.0 million. The amendment to the loan agreement provided additional flexibility to fund acquisitions, working capital and other strategic initiatives.
Total current assets at March 31, 2021 increased to $39.7 million from $35.2 million at December 31, 2020, an increase of $4.5 million. The increase in current assets is comprised of the following: an increase of accounts receivable of $3.5 million; an increase in inventory of $2.1 million; an increase in contract assets of $0.2 million; and an increase in investments of $0.1 million; partially offset by a decrease in cash of $1.4 million. The increases in inventory and accounts receivable are driven primarily by the recent acquisitions of Komtek, Global-Tek and Machining Technology. The Company is carrying lower cash balances due to funding the recent acquisitions of Komtek, Global-Tek and Machining Technology.
Total current liabilities at March 31, 2021 increased to $20.1 million from $17.5 million at December 31, 2020, an increase of $2.6 million. The increase in current liabilities is comprised of the following: an increase in accrued expenses of $1.1 million; an increase in accounts payable of $0.7 million; and an increase in accrued income taxes of $0.5 million.
Cash provided by operating activities for the three months ended March 31, 2021 was approximately $1.5 million, compared to cash provided by operating activities of $5.6 million in the same period a year ago. Cash provided by operating activities for the current quarter is comprised of the following: net income of $3.1 million; cash used in adjustments for non-cash items of $0.6 million; and cash used in working capital adjustments of $1.1 million. The primary drivers of decreased working capital during the current quarter were the increase in accounts receivable of $1.0 million and the decrease of accounts payable of $0.6 million.
Cash used in investing activities for the three months ended March 31, 2021 was $7.8 million, compared to cash used in investing activities of $9.5 million in the same period a year ago. Cash used in investing activities was for the acquisitions of Komtek, Global-Tek and Machining Technology in the Industrial and Transportation Products segment and capital expenditures in the normal course of business.
Cash provided by financing activities was approximately $5.0 million for the three months ended March 31, 2021, compared to cash provided by financing activities of $7.1 million in the same period a year ago. Cash provided by financing activities for the current quarter was primarily related to: $6.9 million borrowings on bank debt related to the acquisitions of Komtek, Global-Tek and Machining Technology; offset by cash used for $1.4 million in payments on bank debt and $0.5 million in payments on notes.
The Company is actively managing its business to maintain cash flow and liquidity. 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. The Company had $13.2 million available to borrow on the revolving credit facility at March 31, 2021. Notwithstanding the Company's expectations, if the Company's operating results decrease as the result of pressures on the business due to, for example, the impact of the COVID-19 pandemic, currency fluctuations, regulatory issues, 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. As the company cannot predict the duration or scope of the COVID-19 pandemic and its impact on the Company’s customers and suppliers, the negative financial impact to the Company’s results cannot be reasonably estimated, but could be material. In addition, see Note 7 of the notes to the consolidated financial statements.
Off-Balance Sheet Arrangements
From time to time, the Company enters into performance and payment bonds in the ordinary course of business. These bonds are secured by certain assets of the Company by the surety until the Company’s completion of the requirements of the commercial air handling contract. At March 31, 2021, the Company did not have any active surety bonds for which performance and payment had not been satisfied. 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 expenditures or capital resources.
Critical Accounting Policies
The Company’s critical accounting policies are as presented in Notes to Consolidated Financial Statements and Management’s Discuss and Analysis of Financial Condition and Results of Operations in our Annual Report Form 10-K for the year ended December 31, 2020.
Forward-Looking Statements
The foregoing discussion includes forward-looking statements relating to the business of the Company. 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) the Company's ability to effectively integrate acquisitions, including the acquisitions of Komtek, Global-Tek and Machining Technology, and manage the larger operations of the combined businesses
(b) the duration and scope of the COVID-19 pandemic, the resumption of operations by the Company’s customers, loosening of public health restrictions, or an reimposed restrictions or tightening of public health restrictions which could impact the demand for the Company’s products; (c) the Company’s inability to obtain needed products, components or raw materials from its suppliers; (d) actions that governments, businesses and individuals take in response to the pandemic, including mandatory business closures and restrictions on onsite commercial interactions; (e) the impact of the pandemic and actions taken in response to the pandemic on global and regional economies and economic activity; (f) the pace of recovery when the COVID-19 pandemic subsides; (g) the Company's ability to effectively integrate acquisitions, and manage the larger operations of the combined businesses, (h) the Company's dependence upon a limited number of customers and the aerospace industry, (i) the highly competitive industry in which the Company operates, which includes several competitors with greater financial resources and larger sales organizations, (j) the Company's ability to capitalize on market opportunities in certain sectors, (k) the Company's ability to obtain cost effective financing and (l) the Company's ability to satisfy obligations under its financing arrangements, and the other risks described in “Item 1A. Risk Factors” in this Annual Report on Form 10-K and the Company’s subsequent filings with the SEC.
ITEM 3. MARKET RISK
This item is not applicable to the Company as a smaller reporting company.
ITEM 4. CONTROLS AND PROCEDURES
As of March 31, 2021, an evaluation was performed, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer along with the Company's Vice President, Finance and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based upon that evaluation, the Company's management, including the Chief Executive Officer along with the Company's Chief Financial Officer, concluded that the Company's disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act") were effective as of March 31, 2021 to ensure that information required to be disclosed by the Company in reports that it files and submits under the Exchange Act is (1) recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms, and (2) is accumulated and communicated to the Company's management, including its principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. There were no changes in the Company's internal controls over financial reporting during the quarter ended March 31, 2021 that have materially affected, or are reasonably likely to materially affect the Company's internal control over financial reporting.
The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles. The Company's internal control over financial reporting includes policies and procedures that (1) pertain to maintaining records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company assets, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Company's receipts and expenditures are being made only in accordance with authorization of the Company's management and directors, and (3) provide reasonable assurance regarding prevention or the timely detection of unauthorized acquisition, use or disposal of the company's assets that could have a material effect on the financial statements.
Management, including the Company's Chief Executive Officer along with the Company's Vice President, Finance and Chief Financial Officer, does not expect that the Company's internal controls will prevent or detect all errors and all fraud. An internal control system no matter how well designed and operated can provide only reasonable, not absolute, assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, collusion of two or more people, or by management override of the control. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 1A. RISK FACTORS.
There have been no material changes from the risk factors disclosed in Part 1, Item 1A, of our Annual Report on Form 10-K for the year ended December 31, 2020.
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3 DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
*XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned as of the 11th day of May 2021, thereunto duly authorized.
SIGNATURE: |
TITLE |
/s/ Brian E. Powers |
Chairman, President and Chief |
Brian E. Powers |
Executive Officer |
(Principal Executive Officer) |
|
/s/ John P. Daly |
Vice President and Chief Financial Officer |
John P. Daly |
(Principal Accounting and Financial Officer) |
Exhibit 31.1
RULE 13a-14(a)/15d-14(a) CERTIFICATION
I, Brian E. Powers, certify that:
1. |
I have reviewed this quarterly report on Form 10-Q of Crawford United Corporation (the "registrant"); |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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b) Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. |
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
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a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
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b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
By:
/s/ Brian E. Powers
Brian E. Powers
President and Chief Executive Officer
May 11, 2021
Exhibit 31.2
RULE 13a-14(a)/15d-14(a) CERTIFICATION
I, John P. Daly, certify that:
1. |
I have reviewed this quarterly report on Form 10-Q of Crawford United Corporation (the "registrant"); |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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b) Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. |
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
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a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
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b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
By:
/s/ John P, Daly
John P. Daly
Vice President and Chief Financial Officer
May 11, 2021
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Crawford United Corporation (the "Company") on Form 10-Q for the period ending March 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Brian Powers, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:
1. |
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Brian E. Powers
Brian E. Powers
President and Chief Executive Officer
May 11, 2021
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Crawford United Corporation (the "Company") on Form 10-Q for the period ending March 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John P. Daly, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:
1. |
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ John P. Daly
John P. Daly
Chief Financial Officer
May 11, 2021
Document And Entity Information - shares |
3 Months Ended | |
---|---|---|
Mar. 31, 2021 |
May 03, 2021 |
|
Document Information [Line Items] | ||
Entity Registrant Name | CRAWFORD UNITED Corp | |
Entity Central Index Key | 0000047307 | |
Trading Symbol | crawa | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Title of 12(g) Security | Class A Common Shares, without par value | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 771,848 | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 2,637,058 |
Consolidated Balance Sheet (Current Period Unaudited) (Parentheticals) - $ / shares $ / shares in Thousands |
Mar. 31, 2021 |
Dec. 31, 2020 |
---|---|---|
Common Class A [Member] | ||
Class of common stock, par value (in dollars per share) | $ 0 | $ 0 |
Class of common stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Class of common stock, shares issued (in shares) | 2,678,787 | 2,678,787 |
Treasury shares, issued (in shares) | 41,729 | 39,467 |
Common Class B [Member] | ||
Class of common stock, par value (in dollars per share) | $ 0 | $ 0 |
Class of common stock, shares authorized (in shares) | 2,500,000 | 2,500,000 |
Class of common stock, shares issued (in shares) | 954,283 | 954,283 |
Treasury shares, issued (in shares) | 182,435 | 182,435 |
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) |
Common Stock Including Additional Paid in Capital [Member]
Common Class A [Member]
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Common Stock Including Additional Paid in Capital [Member]
Common Class B [Member]
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Additional Paid-in Capital [Member] |
Treasury Stock [Member]
Common Class A [Member]
|
Treasury Stock [Member]
Common Class B [Member]
|
Treasury Stock [Member] |
Retained Earnings [Member] |
Common Stock Outstanding [Member]
Common Class A [Member]
|
Common Stock Outstanding [Member]
Common Class B [Member]
|
Total |
---|---|---|---|---|---|---|---|---|---|---|
Balance at Dec. 31, 2019 | $ 3,599,806 | $ 1,465,522 | $ 1,741,901 | $ (1,905,780) | $ 16,527,083 | $ 21,428,532 | ||||
Share-based compensation expense | 70,849 | 70,849 | ||||||||
Stock awards | 226,050 | 226,050 | ||||||||
Repurchase of shares | (32,272) | (32,272) | ||||||||
Net income | 5,839,387 | 5,839,387 | ||||||||
Balance at Dec. 31, 2020 | $ 3,896,705 | $ 1,465,522 | 1,741,901 | (1,938,052) | 22,366,470 | 27,532,546 | ||||
Balance (in shares) at Dec. 31, 2019 | 2,576,837 | 954,283 | 37,208 | 182,435 | 2,539,629 | 771,848 | ||||
Stock awards (in shares) | 17,250 | 17,250 | ||||||||
Stock option exercise (in shares) | 1,000 | 1,000 | ||||||||
Repurchase of shares (in shares) | 2,259 | (2,259) | ||||||||
Balance (in shares) at Dec. 31, 2020 | 2,595,087 | 954,283 | 39,467 | 182,435 | 2,555,620 | 771,848 | ||||
Share-based compensation expense | $ 15,667 | 15,667 | ||||||||
Stock awards | 313,961 | 313,961 | ||||||||
Repurchase of shares | (41,033) | (41,033) | ||||||||
Net income | 3,143,417 | 3,143,417 | ||||||||
Issuance for acquisition | 1,059,000 | 1,059,000 | ||||||||
Balance at Mar. 31, 2021 | $ 5,285,333 | $ 1,465,522 | $ 1,741,901 | $ (1,979,085) | $ 25,509,887 | $ 32,023,559 | ||||
Stock awards (in shares) | 23,700 | 23,700 | ||||||||
Repurchase of shares (in shares) | 2,262 | (2,262) | ||||||||
Acquisition (in shares) | 60,000 | 60,000 | ||||||||
Balance (in shares) at Mar. 31, 2021 | 2,678,787 | 954,283 | 41,729 | 182,435 | 2,637,058 | 771,848 |
Note 1 - Basis of Presentation |
3 Months Ended |
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Mar. 31, 2021 | |
Notes to Financial Statements | |
Basis of Accounting [Text Block] | 1. BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10 -Q and Article 8 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. The consolidated financial statements include the accounts of Crawford United Corporation and its wholly-owned subsidiaries (the “Company”). Significant intercompany transactions and balances have been eliminated in the financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ended December 31, 2021. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10 -K for the fiscal year ended December 31, 2020. During the three -month period ended March 31, 2021, there have been no changes to our significant accounting policies. |
Note 2 - Summary of Significant Accounting Policies |
3 Months Ended |
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Mar. 31, 2021 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company's Summary of Significant Accounting Policies is provided with the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10 -K for the fiscal year ended December 31, 2020. New Accounting Standards Not Yet AdoptedIn 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 will be effective for smaller reporting companies beginning after December 15, 2022. Fair Value of Financial Instruments Accounting for "Financial Instruments" requires the Company to disclose estimated fair values of financial instruments. Financial instruments held by the Company include, among others, accounts receivable, accounts payable, and notes payable. The carrying amounts reported in the consolidated balance sheet for assets and liabilities qualifying as financial instruments is a reasonable estimate of fair value. Fair Value Measurements As defined in FASB ASC 820, "Fair Value Measurements", fair value is the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. In determining fair value, the Company utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable firm inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the examination of the inputs used in the valuation techniques, the Company is required to provide the following information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:* Level 1: Quoted market prices in active markets for identical assets or liabilities.* Level 2: Inputs to the valuation methodology include: * Quoted prices for similar assets or liabilities in active markets;* Quoted prices for identical assets or similar assets or liabilities in inactive markets; * Inputs other than quoted prices that are observable for the asset or liability; * Inputs that are derived principally from or corroborated by observable market data by correlation or other means. * Level 3: Unobservable inputs that are not corroborated by market data.A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. 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. Stock: The stock market value is based on valuation of market quotes from independent active market sources, and is considered a level 1 investment. |
Note 3 - Accounts Receivable |
3 Months Ended |
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Mar. 31, 2021 | |
Notes to Financial Statements | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | 3. ACCOUNTS RECEIVABLE The Company establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. The reserve for doubtful accounts was $17,009 and $19,973 at March 31, 2021 and December 31, 2020, respectively. |
Note 4 - Inventory |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Inventory Disclosure [Text Block] | 4. INVENTORY Inventory is valued at the lower of cost ( first -in, first -out) or net realizable value and consists of:
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Note 5 - Goodwill and Other Intangible Assets, Net |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Text Block] | 5. GOODWILL AND OTHER INTANGIBLE ASSETS, NETFor the identified reporting units, a Step 1 impairment test was performed as of December 31, 2020 using an income approach based on management's determination of the prospective financial information, with consideration given to the existing uncertainty in the global economy and aerospace and defense industry, particularly the commercial sector. The results of this test indicated the fair value exceeded carrying value for all reporting units tested. As a result of the impairment testing performed as of December 31, 2020, no indefinite-lived intangible assets or goodwill was determined to be impaired. Management updated their assessment during the first quarter of fiscal 2021 and validated the assumptions used in the analyses performed as of December 31, 2020 and determined that the resulting conclusions remained appropriate as of March 31, 2021. 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 intangibles is being amortized on a straight-line basis over period ranging from one year to 15 years. Intangible assets are as follows:
Amortization of intangibles assets was: $205,924 and $179,340 for the three months ended March 31, 2021 and 2020, respectively. |
Note 6 - Property, Plant and Equipment, Net |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment Disclosure [Text Block] | 6. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment are recorded at cost and depreciated over their useful lives. Maintenance and repair costs are expenses as incurred. Property, plant and equipment are as follows:
Depreciation expense was $508,937 and $434,684 for the three months ended March 31, 2021 and 2020, respectively. |
Note 7 - Investments in Equity Securities |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block] | 7. INVESTMENTS IN EQUITY SECURITIES Investments in equity securities are summarized in the table below:
Unrealized gains were $233,644 as of March 31, 2021 compared to $585,107 as of December 31, 2020 and unrealized losses were $0 as of March 31, 2021 compared to $0 as of December 31, 2020. Realized gains were $152,748 as of March 31, 2021 compared to $0 as of December 31, 2020 and Realized losses were $0 as of March 31, 2021 and $0 as of December 31, 2020. Investments by fair value level in the hierarchy as of March 31, 2021 and December 31, 2020 are as follows:
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Note 8 - Bank Debt |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term Debt [Text Block] | 8. BANK DEBT The Company entered into a Credit Agreement on June 1, 2017 with JPMorgan Chase Bank, N.A. as lender, which was amended in connection with funding the acquisition of CAD Enterprises, Inc. (“CAD”) on July 5, 2018 and further amended on September 30, 2019, December 30, 2019 and March 2, 2021 ( as amended, the “Credit Agreement”). The March 2, 2021 amendment increased the maximum borrowing amount under the revolving credit facility from $20,000,000 to $30,000,000. As amended, the Credit Agreement is comprised of a revolving facility in the amount of $30,000,000 and a term A loan in the amount of $6,000,000. Outstanding borrowings on the term A loan are payable in consecutive monthly installments, which currently amount to $111,111 per month.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 LIBOR plus applicable margins of (i) (0.25% ) for Prime Rate loans and (ii) 1.75% for LIBOR loans. The maturity date of the revolving facility is June 1, 2024. Interest for borrowings under the term A loan accrues at a per annum rate equal to Prime Rate or LIBOR plus applicable margins of (i) 0.25% for Prime Rate loans and (ii) 2.25% for LIBOR loans. The maturity date of the term A loan is December 1, 2022. 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:
The Company had $13.2 million and $9.2 million available to borrow on the revolving credit facility at March 31, 2021 and December 31, 2020, respectively. |
Note 9 - Notes Payable |
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Debt Disclosure [Text Block] | 9. NOTES PAYABLE Notes Payable – Related Party The Company had two separate outstanding promissory notes with First Francis Company Inc. (“First Francis”), which were originally issued in July 2016 in connection with the acquisition of Federal Hose Manufacturing (“Federal Hose”) and which were amended in July 2018 in connection with acquisition of CAD. The first promissory note was issued with original principal in the amount of $2,000,000, and the second was issued with original principal in the amount of $2,768,662. The promissory notes each had an interest rate of 6.25% per annum, which was increased from 4.0% per annum as part of the July 2018 amendments to the Credit Agreement.In connection with the Komtek Forge acquisition, on January 15, 2021, the Company refinanced the 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 Matthew Crawford, who serves on the Board of Directors of the Company, and Edward Crawford, who served on the Board of Directors of the Company until June 17, 2019 and who has been nominated for election to the Board of Directors in 2021. 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”), which is subject to certain post-closing adjustments based on working capital, indebtedness and selling expenses, as specified in the Share Purchase Agreement entered into in connection with the acquisition (the “Share Purchase Agreement”). The Seller Note bears interest at a rate of four percent (4% ) per annum and is payable in full no later than June 30, 2023 ( the “Maturity Date”). The Maturity Date, with respect to any then-outstanding portion of the original principal amount which is subject to an indemnification claim by the Company (asserted in accordance with the terms of the Share Purchase Agreement) pending as of the date thereof, will be automatically extended until such time as any claim relating to such disputed amount is no longer pending, pursuant to the terms of the Seller Note and subject to additional conditions set forth therein and in the Share Purchase Agreement. The Company is not permitted to prepay any amounts due and owing under the Seller Note. Payment of the Seller Note is secured by a second -priority security interest in the assets of CAD. Interest accrued on the original principal amount is due and payable in arrears on the first day of each calendar quarter up to and including June 30, 2023. The Company is required to make quarterly principal payments, the amount of which is calculated based on a four (4 ) year amortization schedule, on the last day of each calendar quarter up to and including the Maturity Date. The holders of the Seller Note and the Company agreed to defer the quarterly principal payment due June 30, 2020 until June 30, 2023; quarterly interest was paid on the Seller Note.Paycheck Protection Program Notes The Company applied for and was approved for a loan in the amount of $3,679,383 (the “PPP Loan”) on April 10, 2020 pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). On May 5, 2020, the Company instructed JPMorgan to repay in full the Promissory Note pursuant to the Paycheck Protection Program under the CARES Act. On June 4, 2020, Federal Hose and CAD each entered into unsecured loans with First Federal Savings and Loan Association of Lakewood, pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), in the amounts of $253,071 and $1,200,766, respectively (the “PPP Loans”). The Company received notice of forgiveness from First Federal Savings and Loan Association of Lakewood of 100% of the CAD and Federal Hose PPP loans on January 2, 2021 and January 29, 2021 respectively.Notes payable consists of the following:
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Note 10 - Leases |
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Lessee, Operating and Finance Leases [Text Block] | 10. LEASESOn January 1, 2019, the Company adopted ASU 2016 -02 “Leases (Topic 842 ),” a new standard related to leases to increase transparency and comparability among organizations by requiring the recognition of lease assets and lease liabilities on the balance sheet. Most prominent among the amendments is the recognition of assets and liabilities by lessees for those leases classified as operating leases under previous U.S. GAAP.The Company has operating and finance leases for facilities, vehicles and equipment. These leases have remaining terms of 2 years to 15 years, some of which include options to extended the leases for up to 10 years.Supplemental balance sheet information related to leases:
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Note 11 - Earnings Per Common Share |
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Earnings Per Share [Text Block] | 11. EARNINGS PER COMMON SHAREThe following table sets forth the computation of basic and diluted earnings per share.
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Note 12 - Acquisitions |
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Mergers, Acquisitions and Dispositions Disclosures [Text Block] | 12. ACQUISITIONSEffective January 15, 2021, the Company completed the acquisition of all of the issued and outstanding membership interests of KT Acquisition LLC (dba Komtek Forge, “Komtek”), a Massachusetts limited liability company and supplier of highly engineered forgings for the aerospace, industrial gas turbine, medical prosthetics. alternative energy, petrochemical, and defense industries, pursuant to a Membership Interest Purchase Agreement entered into as of January 15, 2021. The Company acquired Komtek in consideration of the payment by the Company of an aggregate purchase price of $3.6 million, subject to certain post-closing adjustments based on working capital, indebtedness and selling expenses, as specified in the Membership Interest Purchase Agreement, which was comprised of cash, the issuance of 60,000 Class A common shares of the Company and the assumption of approximately $1,702,000 of specified liabilities of the seller.
Effective March 1, 2021, MTA Acquisition Company, LLC, a Delaware limited liability company (“MTA”) and indirect wholly-owned subsidiary of Crawford United Corporation, completed the acquisition of all of the membership interests of Global-Tek-Manufacturing LLC, a Puerto Rico limited liability company and specialist in machining parts from wrought, rounds, castings or extrusions and providing in house anodizing and other finishing and assembly operations and substantially all of the assets of Machining Technology L.L.C., a Colorado limited liability company with CNC machining capability, pursuant to a Membership Interest and Asset Purchase Agreement entered into March 2, 2021 and effective as of March 1, 2021. The stock and assets were transferred and assigned to MTA in exchange for approximately $4.9 million in cash and the repayment of remaining outstanding indebtedness and transaction costs totaling approximately $1.6 million, subject to customary post-closing adjustments. The Purchase Agreement also includes a post-closing “earnout” that provides for up to an aggregate of $1.5 million in additional consideration to the certain sellers (up to $750,000 per year) if specified performance targets are met in the two years following closing. If earned, the additional consideration is payable in cash or, at the election of each such seller, in Company common shares up to a maximum aggregate amount of 61,475 shares.
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Note 13 - Segment and Related Information |
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Segment Reporting Disclosure [Text Block] | 13. SEGMENT AND RELATED INFORMATIONAs of January 1, 2021, the Company elected to report operations for two business segments: (1 ) Commercial Air Handling Equipment, (2 ) Industrial and Transportation Products. The decision to change from three to two reportable business segments was the result of a board-level discussion and was deemed appropriate given the size of the Company. The Company's management evaluates segment performance based primarily on operating income. Certain corporate costs are allocated to the segments and interest expense directly related to financing the acquisition of a business is allocated to that segment, respectively. Intangible assets are allocated to each segment and the related amortization of these assets are recorded in selling, general and administrative expenses.Commercial Air Handling: The Commercial Air Handling 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, 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 specialized 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 L.L.C. (Machining Technologies), in Longmont, Colorado on March 2, 2021. Global-Tek and Machining Technologies 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.Corporate and Other: Corporate costs not allocated to the two primary business segments are aggregated here.Information by industry segment is set forth below:
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Note 14 - Uncertainties |
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Notes to Financial Statements | |
Effect of Covid19 Pandemic [Text Block] | 14. UNCERTAINTIESThe coronavirus (COVID- 19 ) pandemic had a material adverse effect on the Company's reported results for the three months ended March 31, 2021. The Company will continue to actively monitor the impact of the coronavirus pandemic, which is expected to negatively impact the Company's business and results of operations for the remainder of fiscal year 2021 and possibly beyond. The extent to which the Company's business and operations will be impacted by the pandemic will depend largely on future developments, which are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning the severity of the outbreak; new and growing outbreaks of COVID-19 or new strains of COVID-19; actions by government authorities to contain COVID-19 or treat its impact, such as reimposed public health restrictions; efforts to combat COVID-19, such as vaccine development and distribution, among other things. |
Note 15 - Subsequent Events |
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Subsequent Events [Text Block] | 15. SUBSEQUENT EVENTSNone |
Significant Accounting Policies (Policies) |
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Accounting Policies [Abstract] | |
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Standards Not Yet AdoptedIn 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 will be effective for smaller reporting companies beginning after December 15, 2022. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments Accounting for "Financial Instruments" requires the Company to disclose estimated fair values of financial instruments. Financial instruments held by the Company include, among others, accounts receivable, accounts payable, and notes payable. The carrying amounts reported in the consolidated balance sheet for assets and liabilities qualifying as financial instruments is a reasonable estimate of fair value. Fair Value 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. 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. Stock: The stock market value is based on valuation of market quotes from independent active market sources, and is considered a level 1 investment. |
Note 4 - Inventory (Tables) |
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Schedule of Inventory, Current [Table Text Block] |
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Schedule of Finite-Lived Intangible Assets [Table Text Block] |
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Property, Plant and Equipment [Table Text Block] |
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Debt Securities, Trading, and Equity Securities, FV-NI [Table Text Block] |
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Schedule of Debt [Table Text Block] |
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Note 9 - Notes Payable (Tables) |
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Schedule of Long-term Debt Instruments [Table Text Block] |
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Note 10 - Leases (Tables) |
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Lessee, Operating and Finance Lease, Assets and Liabilities [Table Text Block] |
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Note 11 - Earnings Per Common Share (Tables) |
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Notes Tables | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] |
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Note 12 - Acquisitions (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Acquisition of Global Tek Manufacturing LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Tables | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] |
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Komtek Forge Acquisition [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Tables | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] |
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Note 13 - Segment and Related Information (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Notes Tables | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] |
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Note 3 - Accounts Receivable (Details Textual) - USD ($) |
Mar. 31, 2021 |
Dec. 31, 2020 |
---|---|---|
Accounts Receivable, Allowance for Credit Loss, Ending Balance | $ 17,009 | $ 19,973 |
Note 4 - Inventory - Inventory (Details) - USD ($) |
Mar. 31, 2021 |
Dec. 31, 2020 |
---|---|---|
Raw materials and component parts | $ 3,914,652 | $ 3,897,133 |
Work-in-process | 3,963,814 | 3,449,252 |
Finished products | 5,556,355 | 3,999,920 |
Total inventory | 13,434,821 | 11,346,305 |
Less: inventory reserves | 315,345 | 315,345 |
Net inventory | $ 13,119,476 | $ 11,030,960 |
Note 5 - Goodwill and Other Intangible Assets, Net (Details Textual) - USD ($) |
3 Months Ended | |
---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
|
Goodwill and Intangible Asset Impairment, Total | $ 0 | |
Amortization of Intangible Assets, Total | $ 205,924 | $ 179,340 |
Minimum [Member] | ||
Finite-Lived Intangible Asset, Useful Life (Year) | 1 year | |
Maximum [Member] | ||
Finite-Lived Intangible Asset, Useful Life (Year) | 15 years |
Note 5 - Goodwill and Other Intangible Assets, Net - Summary of Intangible Assets (Details) - USD ($) |
Mar. 31, 2021 |
Dec. 31, 2020 |
---|---|---|
Other intangibles, gross | $ 12,033,000 | $ 9,830,000 |
Less: accumulated amortization | 2,477,615 | 2,271,691 |
Intangible assets, net | 9,555,385 | 7,558,309 |
Customer-Related Intangible Assets [Member] | ||
Other intangibles, gross | 8,741,000 | 7,700,000 |
Noncompete Agreements [Member] | ||
Other intangibles, gross | 200,000 | 200,000 |
Trademarks [Member] | ||
Other intangibles, gross | $ 3,092,000 | $ 1,930,000 |
Note 6 - Property, Plant and Equipment, Net (Details Textual) - USD ($) |
3 Months Ended | |
---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
|
Depreciation, Total | $ 508,937 | $ 434,684 |
Note 6 - Property, Plant and Equipment, Net - Schedule of Property, Plant, and Equipment (Details) - USD ($) |
Mar. 31, 2021 |
Dec. 31, 2020 |
---|---|---|
Property Plant and Equipment, Gross | $ 22,915,129 | $ 16,620,221 |
Less: accumulated depreciation | 7,628,872 | 5,329,438 |
Property plant & equipment, net | 15,286,257 | 11,290,783 |
Land [Member] | ||
Property Plant and Equipment, Gross | 228,872 | 228,872 |
Building and Building Improvements [Member] | ||
Property Plant and Equipment, Gross | 2,434,882 | 2,061,887 |
Machinery and Equipment [Member] | ||
Property Plant and Equipment, Gross | $ 20,251,375 | $ 14,329,462 |
Note 7 - Investments in Equity Securities (Details Textual) - USD ($) |
3 Months Ended | 12 Months Ended |
---|---|---|
Mar. 31, 2021 |
Dec. 31, 2020 |
|
Equity Securities, FV-NI, Unrealized Gain | $ 233,644 | $ 585,107 |
Equity Securities, FV-NI, Unrealized Loss | 0 | 0 |
Equity Securities, FV-NI, Realized Gain | 152,748 | 0 |
Equity Securities, FV-NI, Realized Loss | $ 0 | $ 0 |
Note 7 - Investments in Equity Securities - Schedule of Investments in Equity Securities (Details) - USD ($) |
3 Months Ended | |
---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
|
Fair value of equity securities | $ 1,644,975 | $ 1,534,400 |
Cost basis | 826,224 | 949,293 |
Unrealized gain (loss) on equity securities | $ 818,751 | $ 585,107 |
Note 7 - Investments in Equity Securities - Schedule of Fair Value of Investments (Details) - USD ($) |
Mar. 31, 2021 |
Dec. 31, 2020 |
Mar. 31, 2020 |
---|---|---|---|
Balance | $ 1,644,975 | $ 1,534,400 | $ 1,534,400 |
Reported Value Measurement [Member] | |||
Balance | 1,644,975 | 1,534,400 | |
Fair Value, Inputs, Level 1 [Member] | Estimate of Fair Value Measurement [Member] | |||
Balance | 1,644,975 | 1,534,400 | |
Fair Value, Inputs, Level 2 [Member] | Estimate of Fair Value Measurement [Member] | |||
Balance | |||
Fair Value, Inputs, Level 3 [Member] | Estimate of Fair Value Measurement [Member] | |||
Balance |
Note 8 - Bank Debt - Summary of Loan Balances (Details) - Bank Debt [Member] - USD ($) |
Mar. 31, 2021 |
Dec. 31, 2020 |
---|---|---|
Total Bank Debt | $ 19,196,543 | $ 13,603,575 |
Less: current portion | 1,333,333 | 1,333,333 |
Non-current bank debt | 17,863,210 | 12,270,242 |
Less: unamortized debt costs | 105,535 | 95,814 |
Net non-current bank debt | 17,757,675 | 12,174,428 |
Term Debt [Member] | ||
Total Bank Debt | 2,444,445 | 2,777,778 |
Line of Credit [Member] | ||
Total Bank Debt | $ 16,752,098 | $ 10,825,797 |
Note 9 - Notes Payable - Notes Payable (Details) (Parentheticals) - Notes Payable [Member] - USD ($) |
Mar. 31, 2021 |
Dec. 31, 2020 |
Jun. 04, 2020 |
Apr. 10, 2020 |
Jul. 01, 2016 |
---|---|---|---|---|---|
Paycheck Protection Program CARES Act [Member] | |||||
Notes payable, face value | $ 3,679,383 | ||||
Paycheck Protection Program CARES Act [Member] | Federal Hose [Member] | |||||
Notes payable, face value | $ 253,071 | $ 253,071 | |||
Paycheck Protection Program CARES Act [Member] | CAD Enterprises, Inc. [Member] | |||||
Notes payable, face value | 1,200,766 | $ 1,200,766 | |||
Seller Note [Member] | |||||
Notes payable, face value | 9,000,000 | 9,000,000 | |||
First Francis [Member] | Related Party Notes, One [Member] | |||||
Notes payable, face value | 2,000,000 | $ 2,000,000 | |||
First Francis [Member] | Related Party Notes, Two [Member] | |||||
Notes payable, face value | 2,768,662 | $ 2,768,662 | |||
First Francis [Member] | Related Party Notes Three [Member] | |||||
Notes payable, face value | $ 3,779,784 |
Note 10 - Leases (Details Textual) |
3 Months Ended |
---|---|
Mar. 31, 2021 | |
Lessee, Operating and Finance Lease, Renewal Term (Year) | 10 years |
Minimum [Member] | |
Operating and Finance Lease, Remaining Term (Year) | 2 years |
Maximum [Member] | |
Operating and Finance Lease, Remaining Term (Year) | 15 years |
Note 10 - Leases - Lease Assets and Liabilities (Details) - USD ($) |
Mar. 31, 2021 |
Dec. 31, 2020 |
---|---|---|
Operating lease right-of-use assets, net | $ 8,565,973 | $ 8,856,820 |
Operating Leases (in years) (Year) | 9 years | 9 years |
Operating Leases | 5.00% | 5.00% |
Other Current Liabilities [Member] | ||
Other current liabilities | $ 1,158,633 | $ 1,136,300 |
Operating Lease Liabilities [Member] | ||
Operating lease liabilities | 7,638,786 | 7,901,357 |
Other Current Liabilities and Operating Lease Liabilities [Member] | ||
Total operating lease liabilities | $ 8,797,419 | $ 9,037,657 |
Note 11 - Earnings Per Common Share - Summary of Earnings Per Share Calculation (Details) - USD ($) |
3 Months Ended | |
---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
|
Net Income | $ 3,143,417 | $ 2,075,570 |
Weighted average shares of common stock outstanding - Basic (in shares) | 3,392,839 | 3,311,477 |
Earnings Per Share - Basic (in dollars per share) | $ 0.93 | $ 0.63 |
Warrants, Options and Convertible Notes (in shares) | 881 | 1,680 |
Weighted average shares of common stock -Diluted (in shares) | 3,393,720 | 3,313,157 |
Earnings Per Share - Diluted (in dollars per share) | $ 0.93 | $ 0.63 |
Note 12 - Acquisitions - Summary Assets Acquired and Liabilities Assumed of Komtek Forge (Details) - USD ($) |
Jan. 15, 2021 |
Mar. 31, 2021 |
Dec. 31, 2020 |
---|---|---|---|
Goodwill | $ 13,978,426 | $ 11,505,852 | |
Komtek Forge Acquisition [Member] | |||
Cash | $ 75,701 | ||
Accounts Receivable | 1,502,713 | ||
Inventory | 1,595,859 | ||
Fixed Assets | 434,197 | ||
Prepaid and Other Assets | 280,258 | ||
Goodwill | 832,306 | ||
Total Assets Acquired | 4,721,034 | ||
Accounts Payable | 843,817 | ||
Accrued Expense | 223,909 | ||
Assumed debt | 1,753,757 | ||
Total Liabilities Assumed | 2,821,483 | ||
Equity Issuance | 1,059,000 | ||
Net Assets Acquired | 840,551 | ||
Acquisition transaction costs incurred were: | $ 145,900 |
Note 12 - Acquisitions - Summary Assets Acquired and Liabilities Assumed of Global-Tek-Manufacturity, LLC (Details) - USD ($) |
Mar. 01, 2021 |
Mar. 31, 2021 |
Dec. 31, 2020 |
---|---|---|---|
Goodwill | $ 13,978,426 | $ 11,505,852 | |
Acquisition of Global Tek Manufacturing LLC [Member] | |||
Accounts Receivable | $ 1,058,459 | ||
Inventory | 173,202 | ||
Fixed Assets | 3,243,031 | ||
Prepaid and Other Assets | 1,036 | ||
Intangibles Assets | 2,203,000 | ||
Goodwill | 1,640,268 | ||
Total Assets Acquired | 8,318,996 | ||
Accounts Payable | 473,119 | ||
Accrued Payroll and Other Expense | 29,450 | ||
Contingent Liability | 1,500,000 | ||
Total Liabilities Assumed | 2,002,569 | ||
Net Assets Acquired | 6,316,427 | ||
Acquisition transaction costs incurred were: | $ 181,133 |
Note 13 - Segment and Related Information (Details Textual) |
Jan. 01, 2021 |
---|---|
Number of Reportable Segments | 2 |
Note 13 - Segment and Related Information - Information by Industry Segment (Details) - USD ($) |
3 Months Ended | 12 Months Ended | ||||
---|---|---|---|---|---|---|
Mar. 31, 2021 |
Mar. 31, 2020 |
Dec. 31, 2020 |
||||
Sales | $ 23,994,004 | $ 25,281,574 | ||||
Gross Profit | 6,002,921 | 6,208,143 | ||||
Operating Income | 2,325,460 | 3,138,149 | ||||
Pretax Income | 3,668,959 | 2,769,367 | ||||
Net Income | 3,143,417 | 2,075,570 | $ 5,839,387 | |||
Commercial Air Handling [Member] | ||||||
Sales | 8,765,099 | 11,453,774 | [1] | |||
Gross Profit | 2,230,821 | 3,047,801 | [1] | |||
Operating Income | 1,045,631 | 1,619,769 | [1] | |||
Pretax Income | 1,045,631 | 1,594,804 | [1] | |||
Net Income | 784,224 | 1,196,102 | [1] | |||
Aerospace [Member] | ||||||
Sales | 15,228,905 | 13,827,800 | [1] | |||
Gross Profit | 3,772,100 | 3,160,342 | [1] | |||
Operating Income | 1,751,443 | 1,414,604 | [1] | |||
Pretax Income | 3,025,970 | 1,121,227 | [1] | |||
Net Income | 2,660,019 | 839,496 | [1] | |||
Industrial Hose [Member] | ||||||
Sales | [1] | |||||
Gross Profit | [1] | |||||
Operating Income | (471,614) | 103,776 | [1] | |||
Pretax Income | (402,642) | 53,336 | [1] | |||
Net Income | (300,826) | 39,972 | [1] | |||
Corporate and Other [Member] | ||||||
Sales | 23,994,004 | 25,281,574 | [1] | |||
Gross Profit | 6,002,921 | 6,208,143 | [1] | |||
Operating Income | 2,325,460 | 3,138,149 | [1] | |||
Pretax Income | 3,668,959 | 2,769,367 | [1] | |||
Net Income | $ 3,143,417 | $ 2,075,570 | [1] | |||
|
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