UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 1, 2020
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)
Securities registered pursuant to Section 12(b) of the Act: None.
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)) |
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. ☐
Explanatory Note
As previously reported, effective January 2, 2020, Crawford United Acquisition Company, LLC, an Ohio limited liability company (the “Company”), a wholly-owned subsidiary of Crawford United Corporation, completed the acquisition of substantially all of the assets of MPI Products, Inc. (dba Marine Products International), an Ohio corporation and supplier of marine hose and marine accessories to boat builders and distributors (the “Seller”), pursuant to an Asset Purchase Agreement entered into as of January 1, 2020 by and among the Company, the Seller, the seller parties named therein (the “Seller Parties”) and the Seller Parties’ representative named therein).
This Form 8-K/A is being filed by the Company to amend the Current Report on Form 8-K filed on January 7, 2020 (the “Original Report”) solely to include the financial statements and pro forma financial information required by Items 9.01(a) and 9.01(b) of Form 8-K and should be read in conjunction with the Original Report. Except as provided herein, the disclosures made in the Original Report remain unchanged.
Item 9.01. Financial Statements and Exhibits.
(a) |
Financial statements of businesses acquired. |
The audited balance sheet of MPI Products, Inc. as of December 31, 2019, and the related statement of income, retained earnings, and cash flows for the year then ended, and the related notes to the financial statements are included as Exhibit 99.1 to this Form 8-K/A and incorporated herein by reference.
(b) |
Pro forma financial information. |
The unaudited pro forma condensed combined financial statements of Crawford United Corporation giving effect to the acquisition of MPI Products, Inc. are included as Exhibit 99.2 to this Form 8-K/A.
(d) Exhibits.
Exhibit No. |
Description of Exhibit |
23 |
|
99.1 |
|
99.2 |
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: March 13, 2020 |
/s/ Kelly J. Marek |
|
Name: Kelly J. Marek |
|
Its: Vice President and Chief Financial Officer |
Exhibit Index
Exhibit No. |
Description of Exhibit |
23 |
Consent of Meaden & Moore, Ltd. |
99.1 |
Audited balance sheets of MPI Products, Inc. as of December 31, 2019, and the related statements of income, comprehensive income, stockholders’ equity, and cash flows for the year then ended, and the related notes to the financial statements. |
99.2 |
Unaudited pro forma condensed combined financial statements of Crawford United Corporation for the period ended December 31, 2019. |
4
Exhibit 23
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 33-68196, 333-63597 and 333-125672) of Crawford United Corporation (the “Company”) of our report dated March 3, 2020, relating to the financial statements of MPI Products, Inc. as of December 31, 2019, which appears in this Form 8-K/A.
/s/ Meaden & Moore, Ltd.
Meaden & Moore, Ltd.
Cleveland, Ohio
March 13, 2020
Exhibit 99.1
MPI PRODUCTS, INC.
FINANCIAL STATEMENTS
WITH
INDEPENDENT AUDITOR’S REPORT
December 31, 2019
INDEX
Page |
|
Independent Auditor’s Report |
|
Financial Statements: |
|
Balance Sheet |
2 - 3 |
Statement of Retained Earnings |
4 |
Statement of Income |
5 |
Statement of Cash Flows |
6 - 7 |
Notes to Financial Statements |
8 - 12 |
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Marine Products, Inc.
Eastlake, Ohio
We have audited the accompanying financial statements of MPI Products, Inc., which comprise the balance sheet as of December 31, 2019 and the related statement of income, retained earnings and cash flows for the year then ended, and the related notes to the financial statements.
Management's Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of MPI Products, Inc. as of December 31, 2019, and the results of their operations and their cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.
Meaden & Moore, Ltd.
Cleveland, Ohio
March 3, 2020
BALANCE SHEET |
MPI Products, Inc. |
December 31 |
||||
ASSETS |
2019 |
|||
CURRENT ASSETS: |
||||
Cash and cash equivalents |
$ | 1,479,829 | ||
Accounts receivable - trade |
771,088 | |||
Accounts receivable - other |
136,079 | |||
Inventory |
3,009,903 | |||
Prepaid expenses |
30,646 | |||
Other current assets |
4,634 | |||
Total Current Assets |
5,432,179 | |||
PROPERTY AND EQUIPMENT: |
287,555 | |||
Less: Allowance for depreciation |
241,697 | |||
Total Property and Equipment |
45,858 | |||
OTHER ASSETS |
||||
Deposits |
18,591 | |||
Total Assets |
$ | 5,496,628 |
See accompanying notes.
See accompanying notes.
STATEMENT OF RETAINED EARNINGS |
MPI Products, Inc. |
Year Ended December 31 |
2019 |
||||
Retained Earnings - Beginning of Year |
$ | 4,386,175 | ||
Net income |
912,894 | |||
Distributions |
(680,000 | ) | ||
Retained Earnings - End of Year |
$ | 4,619,069 |
See accompanying notes.
STATEMENT OF INCOME |
MPI Products, Inc. |
Year Ended December 31 |
2019 |
||||
Net sales |
$ | 17,198,986 | ||
Cost of sales |
11,946,243 | |||
Gross Profit |
5,252,743 | |||
Selling, general and administrative expenses |
4,154,306 | |||
Income from Operations |
1,098,437 | |||
Other Income (Expense): |
||||
Other expenses |
(170,759 | ) | ||
Other income |
12,547 | |||
Loss on sale of fixed assets |
(8,741 | ) | ||
Total Other Income (Expense) |
(166,953 | ) | ||
Income before provision for municipal income taxes |
931,484 | |||
Provision for municipal income taxes |
(18,590 | ) | ||
Net Income |
$ | 912,894 |
See accompanying notes.
STATEMENT OF CASH FLOWS |
MPI Products, Inc. |
Year Ended December 31 |
See accompanying notes.
See accompanying notes.
Notes to Financial Statements
MPI Products, Inc.
1 Summary of Significant Accounting Policies
Description of Business:
The Company, located in Eastlake, Ohio, offers marine hoses & related products to builders in the marine industry.
Use of Estimates:
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition
Adoption of New Accounting Standard:
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” or “ASC 606”. ASC 606 and all subsequently issued clarifying ASCs replaced most existing revenue recognition guidance in U.S. GAAP. ASC 606 also required expanded disclosures relating to the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted the new standard effective January 1, 2019, the first day of the Company’s fiscal year. The effect of this adoption was immaterial to our Financial Statements, and the Company does not expect a material effect to the Financial Statements on an ongoing basis.
The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers”. The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company applies the following standards and recognizes revenue when (1) it has a firm contract and the parties are committed to perform their respective obligations, (2) the product has been shipped to and accepted by the customer or the service has been provided, (3) the sales price is fixed or determinable and (4) amounts are reasonably assured of collection, including the consideration of the customer’s ability and intention to pay when the amount is due. The Company primarily receives fixed consideration for sales of product. The Company does not have any significant financing components as payment is received at or shortly after the point of sale. Shipping and handling amounts paid by customers are included in revenue. Sales tax and other similar taxes are excluded from revenue.
Variable Consideration:
Revenue is recorded net of provisions for discounts, which are typically agreed to upfront with the customer and do not represent variable consideration. The Company estimates these discounts in the same period that the revenue is recognized for products sales to customers. The amount of revenue recognized represents the amount that will not be subject to a significant future reversal of revenue. All sales to distributors and customers are generally final. In limited instances the Company may accept returned product due to quality. During 2019, returns have not been material.
Notes to Financial Statements
MPI Products, Inc.
1 Summary of Significant Accounting Policies, Continued
Revenue Recognition, Continued
The Company’s customers generally pay within 60 days from the receipt of a valid invoice. The Company offers discounts of up to 2% to certain customers for payments made within a specified number of days. These early pay discounts are estimated in the period of sale based on experience with sales to eligible customers. Early pay discounts are recorded as a deduction to the accounts receivable balance presented on the balance sheet.
Performance Obligations:
The Company’s performance obligations are satisfied at the point in time when products are shipped to the customer, which is when the customer has title and the significant risks and rewards of ownership. Therefore, the Company’s contracts have a single performance obligation.
Cash and Cash Equivalents:
For the purposes of the Statement of Cash Flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.
At times during the year, the Company maintained funds on deposit at its banks in excess of FDIC insurance limits.
Accounts Receivable:
Trade accounts receivable are stated at the amount management expects to collect from the balances outstanding at year end. Based on management's assessment, it has concluded that losses on balances outstanding at year end will be immaterial.
Inventory:
Inventory is valued at the lower of average cost or net realizable value. Management determined a reserve for obsolete inventory was not necessary.
Property, Plant and Equipment:
Property, plant and equipment are carried at cost. Expenditures for maintenance and repairs are charged to income as incurred. Additions and betterments are capitalized. The cost and related accumulated depreciation of properties sold or otherwise disposed of are removed from the accounts and any gain or loss is reflected in the current year’s earnings.
Notes to Financial Statements
MPI Products, Inc.
1 Summary of Significant Accounting Policies, Continued
Property, Plant and Equipment, Continued:
2019 |
||||
Warehouse equipment |
$ | 163,341 | ||
Office equipment |
91,869 | |||
Leasehold improvements |
18,277 | |||
Vehicles |
14,068 | |||
$ | 287,555 | |||
Depreciation Expense |
$ | 89,972 |
The Company provides for depreciation of property, plant and equipment generally using straight-line and accelerated methods for both financial reporting and federal income tax purposes over the estimated useful lives of the assets as follows:
Class |
Years |
|||
Warehouse equipment |
7 | |||
Office equipment |
5 | |||
Leasehold improvements |
39 | |||
Vehicles |
5 |
The Company assesses the recoverability of its property, plant and equipment by determining whether the depreciation of the assets over their remaining lives can be recovered through projected future cash flows generated by the assets. There were no assets identified for impairment.
Marketing Costs:
The Company participates in various advertising and marketing programs. All costs related to marketing and advertising the Company’s products are expensed in the period incurred. Advertising costs charged to operations was $40,251 for 2019.
Shipping and Handling Costs:
The Company charges its customers shipping and handling fees at the time the products are shipped. The cost of shipping products to the customer is recognized at the time the products are shipped to the customer and is included in cost of sales.
Notes to Financial Statements
MPI Products, Inc.
1 Summary of Significant Accounting Policies, Continued
Income Taxes:
The Company is an "S" Corporation for Federal and state income tax purposes. As such, income or losses of the Company are passed through to shareholders and taxed at the individual level. The Company still is required to pay municipal income taxes.
Corporate Distribution Policy:
Management intends to distribute cash to its shareholders to cover the tax effect of taxable income passed through to the individual level. The Company made cash distributions from earnings to its shareholders of $680,000 in 2019.
Accounting for Uncertainty in Income Taxes:
The provisions of "Accounting for Uncertainty in Income Taxes" prescribe a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company recognizes interest and penalties accrued related to unrecognized tax uncertainties in income tax expense, if any. The Company has determined that there are no material uncertain tax positions.
Subsequent Events:
Management evaluates events occurring subsequent to the date of the financial statements in determining the accounting for and disclosure of transactions and events that affect the financial statements.
Subsequent events have been evaluated through March 3, 2020, which is the date the financial statements were available to be issued.
2 Leases
The Company has two lease agreements involving its offices and warehouses. The lease for the office and main warehouse expires in September 30, 2020. The lease payment due in 2020 is $164,220. The lease for the additional warehouse is on a month to month basis. Total rent expense for 2019 was $254,060.
3 Profit Sharing
The Company has a 401(k)-profit sharing plan for its employees who meet the plan’s service requirements. The contributions to the plan in 2019 were $45,725.
Notes to Financial Statements
MPI Products, Inc.
4 Litigation
In the ordinary course of business, the Company is involved in litigation and other potential legal claims. The Company carries insurance for these types of matters and in management’s opinion the resolution of these matters will not have a material adverse effect on the financial condition or results of operations of the Company.
5 Subsequent Event
The Company was sold to Crawford United Corporation effective January 1, 2020.
- 12 -
Exhibit 99.2
CRAWFORD UNITED CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED COMBINED FINANCIAL INFORMATION
On January 2, 2020, Crawford United Acquisition Company LLC, a wholly owned subsidiary of Crawford United Corporation (the “Company”), completed the acquisition of substantially all the assets MPI Products, Inc. (dba Marine Products International), an Ohio corporation and supplier of marine hose and marine accessories to boat builders and distributors (the “Seller”), pursuant to an Asset Purchase Agreement entered into as of January 1, 2020 by and among the Company, the Seller, the seller parties named therein (the “Seller Parties”) and the Seller Parties’ representative named therein. The following unaudited pro forma consolidated combined financial statements give effect to the acquisition of certain assets and certain assumed liabilities of MPI Products, Inc.
The acquisition will be a business combination accounting for in accordance with Accounting Standards Codification (ASC) 805, Business Combinations. Accordingly, for accounting purposes, the fair value of the assets received and liabilities assumed will be recorded on the balance sheet. The difference between the purchase price and fair value of the assets acquired, net of liabilities assumed, will be recorded as goodwill and other intangible assets. The intangible assets, other than goodwill, will be amortized to expense over their estimated useful lives. Goodwill is of an indefinite life and will not be amortized but will be tested at least annually for impairment.
Acquisition-related transaction costs (i.e. advisory, legal, accounting, valuation and other professional or consulting fees) are not included as a component of consideration transferred but are accounting for as expenses in the periods in which the costs are incurred and the services are received.
The unaudited pro forma consolidated combined balance sheet as of December 31, 2019 and unaudited pro forma consolidated combined statements of operations for the year ended December 31, 2019 give effect to the transaction as if the acquisition was consummated January 1, 2019.
The unaudited pro forma consolidated combined financial information should be read together with the Company’s historical financial statements, which are included in the Company’s latest annual report on Form 10-K and MPI Products, Inc. historical information, included herein.
INDEX
Page
Unaudited Pro Forma Consolidated Combined Balance Sheet as of December 31, 2019 |
1 |
Unaudited Pro Forma Consolidated Combined Statement of Operations for the Year Ended December 31, 2019 |
3 |
CRAWFORD UNITED CORPORATION AND SUBSIDIARIES |
||||||||||
UNAUDITED PRO FORMA CONSOLIDATED COMBINED BALANCE SHEET |
ASSETS |
Crawford United |
Crawford United |
||||||||||||||||
Corporation |
MPI |
Corporation |
|||||||||||||||
12/31/2019 |
12/31/2019 |
Pro Forma |
12/31/2019 |
||||||||||||||
Audited |
Audited |
Adjustments |
Combined |
||||||||||||||
CURRENT ASSETS: |
|||||||||||||||||
Cash and cash equivalents |
$ | 2,232,499 | $ | 1,479,829 | $ | (1,479,829 | ) | (c) | $ | 2,232,499 | |||||||
Accounts receivable-less allowance for doubtful accounts |
14,001,795 | 771,088 | - | 14,772,883 | |||||||||||||
Contract assets |
2,422,379 | - | - | 2,422,379 | |||||||||||||
Inventories-less allowance for obsolete inventory |
7,678,690 | 3,009,903 | - | 10,688,593 | |||||||||||||
Prepaid Expenses and other current assets |
703,002 | 171,359 | (136,079 | ) | (c) | 738,282 | |||||||||||
Total Current Assets |
27,038,365 | 5,432,179 | (1,615,908 | ) | 30,854,636 | ||||||||||||
PROPERTY, PLANT AND EQUIPMENT |
16,016,325 | 287,555 | (241,697 | ) | (a) | 16,062,183 | |||||||||||
Less accumulated depreciation |
3,622,153 | 241,697 | (241,697 | ) | (a) | 3,622,153 | |||||||||||
Property, Plant and Equipment, Net |
12,394,172 | 45,858 | - | 12,440,030 | |||||||||||||
Operating right of use assets, net |
9,224,840 | - | - | 9,224,840 | |||||||||||||
OTHER ASSETS: |
|||||||||||||||||
Goodwill |
9,791,745 | - | 1,591,002 | (c) | 11,382,747 | ||||||||||||
Intangibles, net of accumulated amortization |
3,950,838 | - | 4,400,000 | (b), (c) | 8,350,838 | ||||||||||||
Other non-current assets |
88,046 | 18,591 | - | 106,637 | |||||||||||||
Total Non-Current Other Assets |
13,830,629 | 18,591 | 5,991,002 | 19,840,222 | |||||||||||||
Total Assets |
$ | 62,488,006 | $ | 5,496,628 | $ | 4,375,094 | $ | 72,359,728 |
See accompanying notes to unaudited pro forma consolidated combined financial statements. |
CRAWFORD UNITED CORPORATION AND SUBSIDIARIES |
UNAUDITED PRO FORMA CONSOLIDATED COMBINED BALANCE SHEET |
LIABILITIES AND STOCKHOLDERS EQUITY |
Crawford United |
Crawford United |
||||||||||||||||
Corporation |
MPI |
Corporation |
|||||||||||||||
12/31/2019 |
12/31/2019 |
Pro Forma |
12/31/2019 |
||||||||||||||
Audited |
Audited |
Adjustments |
Combined |
||||||||||||||
CURRENT LIABILITIES: |
|||||||||||||||||
Notes payable - current |
$ | 2,749,459 | $ | - | $ | - | $ | 2,749,459 | |||||||||
Bank debt - current |
1,333,333 | - | - | 1,333,333 | |||||||||||||
Leases payable |
850,664 | - | - | 850,664 | |||||||||||||
Accounts payable |
6,071,522 | 818,145 | (818,145 | ) | (c) | 6,071,522 | |||||||||||
Unearned revenue |
1,998,578 | - | - | 1,998,578 | |||||||||||||
Accrued expenses |
3,281,445 | 58,414 | 413,308 | (c) | 3,753,167 | ||||||||||||
Total Current Liabilities |
16,285,001 | 876,559 | (404,837 | ) | 16,756,723 | ||||||||||||
LONG-TERM LIABILITIES: |
|||||||||||||||||
Notes payable |
7,676,697 | - | - | 7,676,697 | |||||||||||||
Bank debt |
6,376,594 | - | 9,400,000 | (c) | 15,776,594 | ||||||||||||
Leases payable |
8,513,448 | - | - | 8,513,448 | |||||||||||||
Deferred income taxes |
2,207,734 | - | - | 2,207,734 | |||||||||||||
Total Long-Term Liabilities |
24,774,473 | - | 9,400,000 | 34,174,473 | |||||||||||||
TOTAL LIABILITIES |
41,059,474 | 876,559 | 8,995,169 | 50,931,196 | |||||||||||||
STOCKHOLDERS' EQUITY |
|||||||||||||||||
Preferred 1,000,000 shares authorized, no shares outstanding |
- | - | - | - | |||||||||||||
Common shares - no par value | |||||||||||||||||
Class A 10,000,000 shares authorized, 2,553,503 shares issued |
3,599,806 | 1,000 | (1,000 | ) | (g) | 3,599,806 | |||||||||||
Class B 2,500,000 shares authorized, 954,283 shares issued |
1,465,522 | . | - | 1,465,522 | |||||||||||||
Contributed capital |
1,741,901 | - | - | 1,741,901 | |||||||||||||
Treasury shares |
(1,905,780 | ) | (1,905,780 | ) | |||||||||||||
Class A - 37,208 shares |
- | - | - | - | |||||||||||||
Class B - 182,435 shares |
- | - | - | - | |||||||||||||
Retained earnings |
16,527,083 | 4,619,069 | (4,619,069 | ) | (g) | 16,527,083 | |||||||||||
Total Stockholders' Equity |
21,428,532 | 4,620,069 | (4,620,069 | ) | 21,428,532 | ||||||||||||
Total Liabilities and Stockholders' Equity |
$ | 62,488,006 | $ | 5,496,628 | $ | 4,375,094 | $ | 72,359,728 |
See accompanying notes to unaudited pro forma consolidated combined financial statements. |
CRAWFORD UNITED CORPORATION AND SUBSIDIARIES |
UNAUDITED PRO FORMA CONSOLIDATED COMBINED STATEMENT OF INCOME |
FOR THE TWELVE MONTHS ENDED |
Crawford United |
Crawford United |
||||||||||||||||
Corporation |
MPI |
Corporation |
|||||||||||||||
12/31/2019 |
12/31/2019 |
Pro Forma |
12/31/2019 |
||||||||||||||
Audited |
Audited |
Adjustments |
Combined |
||||||||||||||
Total Sales |
$ | 89,698,527 | $ | 17,198,986 | $ | - | $ | 106,897,513 | |||||||||
Cost of Sales |
70,123,892 | 11,946,243 | $ | 82,070,135 | |||||||||||||
Gross Profit |
19,574,635 | 5,252,743 | $ | 24,827,378 | |||||||||||||
Operating Expenses: |
|||||||||||||||||
Product Development |
- | - | - | - | |||||||||||||
Selling, General and Administrative Expenses |
9,063,969 | 4,154,306 | (256,884 | ) | (b), (d) | 12,961,391 | |||||||||||
Operating Income | 10,510,666 | 1,098,437 | 256,884 | 11,865,987 | |||||||||||||
Other (Income) and Expenses: |
|||||||||||||||||
Interest charges |
1,056,843 | - | 211,500 | (e) | 1,268,343 | ||||||||||||
Other (income) expense, net |
34,333 | 166,953 | (179,500 | ) | (d), (f) | 21,786 | |||||||||||
Total Other (Income) and Expenses |
1,091,176 | 166,953 | 32,000 | 1,290,129 | |||||||||||||
Income before Provision for Income Taxes |
9,419,490 | 931,484 | 224,884 | 10,575,858 | |||||||||||||
Provision for Income Taxes |
2,439,627 | 18,590 | 270,502 | (h) | 2,728,719 | ||||||||||||
Net Income |
$ | 6,979,863 | $ | 912,894 | $ | (45,618 | ) | $ | 7,847,139 | ||||||||
Net Income Per Common Share - Basic |
$ | 2.45 | $ | 2.75 | |||||||||||||
Net Income Per Common Share - Diluted |
$ | 2.13 | $ | 2.39 | |||||||||||||
Weighted Average Shares of Common Stock Outstanding - Basic |
2,849,239 | - | 2,849,239 | ||||||||||||||
Weighted Average Shares of Common Stock Outstanding - Diluted |
3,277,857 | - | 3,277,857 |
See accompanying notes to unaudited pro forma consolidated combined financial statements. |
CRAWFORD UNITED CORPORATION AND SUBSIDIARIES |
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION |
DECEMBER 31, 2019 PRO FORMA ADJUSTMENTS |
(a) |
Reflects the adjustment to record the basis in the acquired property plant and equipment of MPI Products, Inc. (MPI) to the estimated fair value. |
Book value of Fixed Assets - Gross |
$ | 45,858 | ||
Accumulated Depreciation |
- | |||
Net Book Value - Fixed |
45,858 | |||
Fair Market Value of Fixed Assets |
45,858 | |||
Adjustment to Increase Fixed Assets |
$ | - |
(b) |
Reflects the adjustment of intangible assets acquired by the Company to their estimated fair values, and related amortization expense for the period. The following table summarized the estimated fair values of identifiable intangible assets and their estimated useful lives. |
Useful Life |
Amortization |
|||||||||||
Fair Value |
in Years |
Expense |
||||||||||
Trademarks |
$ | 1,700,000 | 15 | $ | 56,667 | |||||||
Customer Relationships |
2,700,000 | 12 | 112,500 | |||||||||
Total Intangibles, Other than Goodwill |
$ | 4,400,000 | $ | 169,167 |
(c) |
Reflects adjustment to record goodwill associated with the acquisition as assets and assumption of liabilities as shown below: |
Assets Acquired: |
||||
Current Assets |
$ | 3,816,271 | ||
Net Property and Equipment |
45,858 | |||
Intangible Assets |
4,400,000 | |||
Goodwill |
1,591,002 | |||
Non-Current Assets |
18,591 | |||
Total Assets Acquired |
$ | 9,871,722 | ||
Liabilities Assumed |
471,722 | |||
Net Assets Acquired |
$ | 9,400,000 |
(d) |
Reflects the elimination of historical auto related expenses. In addition, bonus expense in connection with transfer of automobiles to individuals and bonus expense in excess of bonus plan have been eliminated. |
Other Income (Expense) |
||||
Loss on sale of autos |
$ | 8,741 |
SG&A |
||||
Depreciation related to company auto |
$ | 73,151 | ||
Bonuses related to transfer of company autos |
$ | 302,900 | ||
Discretionary bonuses paid in excess of historical profit sharing plan |
50,000 | |||
Subtotal |
$ | 426,051 |
(e) |
Reflects the new debt incurred to finance the acquisition and related interest expense as shown below: |
Interest |
Interest |
|||||||||||
Debt |
Rate |
Expense |
||||||||||
Revolving Credit Facility |
9,400,000 | 4.5 | % | 211,500 | ||||||||
Total Debt |
$ | 9,400,000 | $ | 211,500 |
(f) |
Represents the elimination of the management fee paid to North Coast Industries, a related party of MPI, as recorded in Other Income (Expense). |
Other Income (Expense) |
||||
Management fee |
(170,759 | ) | ||
Total adjustment |
(170,759 | ) |
(g) |
Represents the elimination of the historical equity of MPI. |
(h) |
Reflects income tax expense at 25% effective tax rate. |