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): July 31, 2024

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 July 31, 2024, Crawford United Corporation, (the “Company”) issued a news release announcing its results for the second quarter of 2024.  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 July 31, 2024.
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: July 31, 2024	/s/ Jeffrey J. Salay
	Name: Jeffrey J. Salay
	Title: Chief Financial Officer

Exhibit Index

Exhibit No.	Description of Exhibit
99.1	News release dated July 31, 2024.
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

July 31, 2024

FOR IMMEDIATE RELEASE

Crawford United Corporation Announces Second Quarter 2024 Results

● Earnings per share of $0.92 for the quarter and $1.77 year-to-date

● Sales of $37.6 million for the quarter, an increase of 1.9%

● Net income of $3.3 million for the quarter and $6.3 million year-to-date

● EBITDA As Defined¹ of $6.7 million for the quarter and $13.4 million year-to-date

CLEVELAND, OHIO, July 31, 2024 – Crawford United Corporation (OTC: CRAWA), a growth-oriented holding company serving diverse markets, today reported results for the quarter ended June 30, 2024.

For the quarter ended June 30, 2024, sales were $37.6 million compared with $36.9 million in the same period in 2023, an increase of 1.9%. In the quarter, the Company recorded operating income of $5.1 million compared with operating income of $5.2 million in the same period of the prior year, a decrease of 0.7%. Net income was $3.3 million or $0.92 per fully diluted share, compared to $3.9 million or $1.09 per fully diluted share, in the second quarter of 2023, a decrease of 14.7%. EBITDA As Defined was $6.7 million in the quarter compared to $7.4 million in the same period of the prior year, a decrease of 9.5%.

For the year-to-date period ended June 30, 2024, sales were $76.1 million compared with $76.4 million in the same period in 2023, a decrease of 0.4%. For the year-to-date period, the Company recorded operating income of $9.7 million compared with operating income of $10.3 million in the same period of the prior year, a decrease of 5.7%. Net income was $6.3 million or $1.77 per fully diluted share, compared to $7.2 million or $2.07 per fully diluted share, in the same period of 2023, a decrease of 13.3%. EBITDA As Defined was $13.4 million in the year-to-date period compared to $14.4 million in the same period of the prior year, a decrease of 6.9%.

Brian Powers, President and CEO, stated “While the second quarter of 2024 was not quite as strong as our record-breaking second quarter of 2023, we saw sequential improvements in gross profit, gross margin percentage, net income and earnings per share compared to the first quarter of 2024. Crawford United remains well positioned to pursue strategic 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, including mandatory business closures and restrictions on onsite commercial interactions; (d) conditions in the global and regional economies and economic activity, including slow economic growth or recession, inflation, currency and credit market volatility, reduced capital expenditures and changes in government trade, fiscal, tax and monetary policies; (e) adverse effects from evolving geopolitical conditions, such as the military conflicts in Ukraine and Israel; (f) the Company's ability to effectively integrate acquisitions, and manage the larger operations of the combined businesses, (g) the Company's dependence upon a limited number of customers and the aerospace industry, (h) the highly competitive industries in which the Company operates, which includes several competitors with greater financial resources and larger sales organizations, (i) the Company's ability to capitalize on market opportunities in certain sectors, (j) the Company's ability to obtain cost effective financing and (k) the Company's ability to satisfy obligations under its financing arrangements, and the other risks described in “Item 1A. Risk Factors” in our Annual Report Form 10-K and the Company’s subsequent filings with the SEC.

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								Six Months Ended
	June 30,								June 30,
	2024				2023				2024				2023
Sales	$	37,636,088	100	%	$	36,933,015	100	%	$	76,075,727	100	%	$	76,417,371	100	%
Cost of Sales		27,224,773	72	%		26,458,137	72	%		55,419,379	73	%		55,425,942	73	%
Gross Profit		10,411,315	28	%		10,474,878	28	%		20,656,348	27	%		20,991,429	27	%
Operating Expenses:
Selling, general and administrative expenses		5,295,134	14	%		5,322,514	14	%		10,966,077	14	%		10,719,797	14	%
Operating Income		5,116,181	14	%		5,152,364	14	%		9,690,271	13	%		10,271,632	13	%
Other (Income) Expenses:
Interest charges		304,057	1	%		366,101	1	%		541,898	1	%		735,904	1	%
Loss (gain) on investments		261,389	1	%		(177,515)	0	%		379,466	1	%		(118,482)	0	%
Other (income) expense		(5,557)	0	%		(345,968)	-1	%		66,706	0	%		(344,971)	-1	%
Total Other (Income) and Expenses		559,889	2	%		(157,382)	0	%		988,070	2	%		272,451	0	%
Income before Income Taxes		4,556,292	12	%		5,309,746	14	%		8,702,201	11	%		9,999,181	13	%
Income tax expense		1,272,836	3	%		1,458,404	4	%		2,421,860	3	%		2,756,366	4	%
Net income	$	3,283,456	9	%	$	3,851,342	10	%	$	6,280,341	8	%	$	7,242,815	9	%
Net income per common share
Basic	$	0.93			$	1.10			$	1.78			$	2.07
Diluted	$	0.92			$	1.09			$	1.77			$	2.07
Weighted average shares outstanding
Basic		3,540,656				3,507,108				3,536,834				3,504,978
Diluted		3,552,513				3,518,386				3,545,473				3,507,286

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					Six Months Ended
	June 30,					June 30,
	2024		2023			2024		2023
Net income	$	3,283,456	$	3,851,342		$	6,280,341	$	7,242,815
Addback:
Interest charges		304,057		366,101			541,898		735,904
Income tax expense		1,272,836		1,458,404			2,421,860		2,756,366
Depreciation and amortization		975,086		1,112,671			2,005,380		2,024,296
Non-cash stock-based compensation expense		232,225		436,123			844,579		928,788
Amortization of right of use assets		327,683		394,846			781,352		792,382
Loss (gain) on investments in equity securities		261,389		(177,515	)		379,466		(118,482	)
Non-recurring transaction charges		23,588		-			112,651		-
EBITDA As Defined	$	6,680,320	$	7,441,972		$	13,367,527	$	14,362,068

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Document And Entity Information	Jul. 31, 2024
Document Information [Line Items]
Entity, Registrant Name	Crawford United Corporation
Document, Type	8-K
Document, Period End Date	Jul. 31, 2024
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