8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 2, 2023

Crawford United Corporation

(Exact Name of Registrant as Specified in Charter)

Ohio	000-00147	34-0288470
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10514 Dupont Avenue Cleveland, Ohio	44108
(Address of Principal Executive Offices)	(Zip Code)

(216) 243-2614

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Item 2.02 Results of Operations and FinancialCondition.

On November 2, 2023, Crawford United Corporation, (the “Company”), issued a news release announcing its results for the third quarter of 2023.  The news release is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
99.1	News release dated November 2, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CRAWFORD UNITED CORPORATION
Date: November 2, 2023	/s/ Jeffrey J. Salay
	Name: Jeffrey J. Salay
	Title: Chief Financial Officer

Exhibit Index

Exhibit No.	Description of Exhibit
99.1	News release dated November 2, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

EX-99.1

Exhibit 99.1

Contact:

Brian E. Powers, President and Chief Executive Officer

CRAWFORD UNITED CORPORATION

10514 Dupont Avenue, Suite 200

Cleveland, Ohio 44108

216-243-2449

November 2, 2023

FOR IMMEDIATE RELEASE

Crawford United Corporation Announces Third Quarter 2023 Results

● Earnings per share of $0.80 for the quarter and $2.86 year-to-date

● Sales of $110.1 million year-to-date, an increase of 15.7%

● Net income of $10.1 million year-to-date, an increase of 188.0%

● EBITDA As Defined¹ of $20.5 million year-to-date, an increase of 84.4%

CLEVELAND, OHIO, November 2, 2023 – Crawford United Corporation (OTC: CRAWA), a growth-oriented holding company serving diverse markets, today reported results for the quarterly and year-to-date periods ended September 30, 2023.

For the quarter ended September 30, 2023, sales were $33.6 million compared with $32.2 million in the same period in 2022, an increase of 4.5%. In the quarter, the Company recorded operating income of $4.3 million compared with operating income of $2.0 million in the same period of the prior year, an increase of 114.9%. Net income was $2.8 million, or $0.80 per fully diluted share, compared to $1.3 million, or $0.36 per fully diluted share, in the third quarter of 2022, an increase of 124.4%. EBITDA As Defined was $6.1 million in the quarter compared to $3.4 million in the same period of the prior year, an increase of 80.1%.

For the nine-months ended September 30, 2023, sales were $110.1 million compared with $95.1 million in the same period of 2022, an increase of 15.7%. For the year-to-date period, the Company recorded operating income of $14.6 million compared with operating income of $5.8 million in the same period of the prior year, an increase of 152.4%.  Net income was $10.1 million, or $2.86 per fully diluted share, compared to $3.5 million, or $1.01 per fully diluted share, in the same period of 2022, an increase of 188.0%. EBITDA As Defined was $20.5 million in the nine-months ended September 30, 2023, compared to $11.1 million in the same period of the prior year, an increase of 84.4%. 

Brian Powers, President and CEO, stated “We are pleased with the ongoing success of our business model and remain confident in our ability to achieve long-term strategic priorities. Net income in the trailing twelve months is a record $13.1 million and our total debt was reduced to $13.5 million. Crawford United is well positioned to pursue opportunities for increased revenue and profitability, always with an eye towards additional acquisitions.”

About Crawford United Corporation.

Crawford United Corporation is a growth-oriented holding company providing specialty industrial products to diverse markets, including healthcare, education, aerospace, defense, and transportation. The company currently operates two business segments. The Commercial Air Handling Equipment segment is a leader in designing, manufacturing, and installing highly customized, large-scale commercial, institutional, and industrial air handling solutions, primarily for hospitals and universities. The Industrial & Transportation Products segment provides highly complex precision components to customers in the aerospace and defense industries, as well as a full line of branded metal, silicone, plastic, rubber, hydraulic, marine and fuel hose products. For more information, go to www.crawfordunited.com.

Information about Forward Looking Statements.

This press release contains forward-looking statements within the meaning of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995, including statements made regarding the company’s future results. Generally, these statements can be identified by the use of words such as “guidance,” “outlook,” “believes,” “estimates,” “anticipates,” “expects,” “forecasts,” “seeks,” “projects,” “intends,” “plans,” “may,” “will,” “should,” “could,” “would” and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements, or other statements made by the Company, are made based on management's expectations and beliefs concerning future events impacting the Company and are subject to uncertainties and factors (including, but not limited to, those specified below) which are difficult to predict and, in many instances, are beyond the control of the Company. As a result, actual results of the Company could differ materially from those expressed in or implied by any such forward-looking statements. These uncertainties and factors include (a) shortages in supply or increased costs of necessary products, components or raw materials from the Company’s suppliers; (b) availability shortages or increased costs of freight and labor for the Company and/or its suppliers; (c) actions that governments, businesses and individuals take in response to public health crises, such as the COVID-19 pandemic, including mandatory business closures and restrictions on onsite commercial interactions; (d) conditions in the global and regional economies and economic activity, including slow economic growth or recession, inflation, currency and credit market volatility, reduced capital expenditures and changes in government trade, fiscal, tax and monetary policies; (e) adverse effects from evolving geopolitical conditions, such as the military conflict in Ukraine and Israel; (f) the Company's ability to effectively integrate acquisitions, and manage the larger operations of the combined businesses, (g) the Company's dependence upon a limited number of customers and the aerospace industry, (h) the highly competitive industries in which the Company operates, which includes several competitors with greater financial resources and larger sales organizations, (i) the Company's ability to capitalize on market opportunities in certain sectors, (j) the Company's ability to obtain cost effective financing and (k) the Company's ability to satisfy obligations under its financing arrangements, and the other risks described in “Item 1A. Risk Factors” in our Annual Report Form 10-K and the Company’s subsequent filings with the SEC.

Brian E. Powers

President & CEO

216-243-2449

bpowers@crawfordunited.com 

“Crawford United has a great future behind it.”

¹ EBITDA As Defined is a Non-GAAP financial measure. Please refer to the definition and table at the end of this release for a reconciliation of EBITDA As Defined to net income.

CRAWFORD UNITED CORPORATION

Consolidated Income Statement (Unaudited)

	Three Months Ended										Nine Months Ended
	September 30,										September 30,
	2023					2022					2023					2022
Sales	$	33,641,513		100	%	$	32,189,623		100	%	$	110,058,884		100	%	$	95,094,396		100	%
Cost of Sales		24,732,181		74	%		25,879,820		80	%		80,158,123		73	%		75,649,696		80	%
Gross Profit		8,909,332		26	%		6,309,803		20	%		29,900,761		27	%		19,444,700		20	%
Operating Expenses:
Selling, general and administrative expenses		4,612,364		13	%		4,310,125		14	%		15,332,161		14	%		13,672,173		14	%
Operating Income		4,296,968		13	%		1,999,678		6	%		14,568,600		13	%		5,772,527		6	%
Other (Income) Expenses:
Interest charges		294,825		1	%		331,156		1	%		1,030,729		1	%		746,237		1	%
(Gain) loss on investments		135,522		1	%		101,370		0	%		17,040		0	%		535,439		1	%
Other (income) expense		(599	)	0	%		(195,046	)	0	%		(345,569	)	-1	%		(508,108	)	-1	%
Total Other (Income) and Expenses		429,748		2	%		237,480		1	%		702,200		0	%		773,568		1	%
Income before Income Taxes		3,867,220		11	%		1,762,198		5	%		13,866,400		13	%		4,998,959		5	%
Income tax expense		1,052,484		3	%		507,653		1	%		3,808,850		4	%		1,507,275		1	%
Net income	$	2,814,736		8	%	$	1,254,545		4	%	$	10,057,550		9	%	$	3,491,684		4	%
Net income per common share
Basic	$	0.80				$	0.36				$	2.87				$	1.01
Diluted	$	0.80				$	0.36				$	2.86				$	1.01
Weighted average shares outstanding
Basic		3,510,740					3,476,087					3,506,920					3,458,437
Diluted		3,536,697					3,476,087					3,519,672					3,458,437

CRAWFORD UNITED CORPORATION

Supplemental Non-GAAP Financial Measures (Unaudited)

EBITDA As Defined is a non-GAAP financial measure that reflects net income before interest expense, income taxes, depreciation and amortization, and also excludes certain charges and corporate-level expenses as defined in the Company's current revolving credit facility. The Company presents this non-GAAP financial measure because management uses EBITDA As Defined to assess the Company's performance and believes that EBITDA As Defined is useful to investors as an indication of the Company's compliance with its financial covenants in its revolving credit facility. Additionally, EBITDA As Defined is a measure used under the Company's revolving credit facility to determine whether the Company may incur additional debt under such facility. EBITDA As Defined is not a measure of performance under GAAP and should not be considered in isolation from, or as a substitute for, net income or cash flow information calculated in accordance with GAAP. EBITDA As Defined herein may not be comparable to similarly titled measures of other companies. The following table reconciles net income to EBITDA As Defined:

	Three Months Ended					Nine Months Ended				TTM Ended
	September 30,					September 30,				September 30,
	2023		2022			2023		2022		2023
Net income	$	2,814,736	$	1,254,545		$	10,057,550	$	3,491,684	$	13,127,270
Addback:
Interest charges		294,825		331,156			1,030,729		746,237		1,422,716
Income tax expense		1,052,484		507,653			3,808,850		1,507,275		3,472,366
Depreciation and amortization		1,132,262		945,022			3,156,558		2,800,279		4,107,084
Non-cash stock-based compensation expense		224,317		19,807			1,153,105		937,921		1,172,912
Amortization of right of use assets		474,978		407,228			1,267,360		1,054,699		1,919,471
Unrealized loss (gain) on investments in equity securities		135,522		101,370			17,040		535,439		341,874
Gain on reversal of contingent liability		-		-			-		-		(750,000	)
Non-recurring transaction charges		-		(163,448	)		-		41,289		-
EBITDA As Defined	$	6,129,124	$	3,403,333		$	20,491,192	$	11,114,823	$	24,813,693

XML

Document And Entity Information	Nov. 02, 2023
Document Information [Line Items]
Entity, Registrant Name	Crawford United Corporation
Document, Type	8-K
Document, Period End Date	Nov. 02, 2023
Entity, Incorporation, State or Country Code	OH
Entity, File Number	000-00147
Entity, Tax Identification Number	34-0288470
Entity, Address, Address Line One	10514 Dupont Avenue
Entity, Address, City or Town	Cleveland
Entity, Address, State or Province	OH
Entity, Address, Postal Zip Code	44108
City Area Code	216
Local Phone Number	243-2614
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000047307