What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-08-05 compared with 2022-05-05 · 150 added, 106 removed, 614 unchanged (29% of the section changed)

34 unchanged sentences

authorized 20,000,000 shares:

10,153,633 shares issued at March 31, 2022 and December 31, 2021, respectively, and 10,094,322 outstanding at March 31, 2022 and December 31, 2021, respectively

10,153,633 and 10,094,322 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively

Treasury Stock

10 unchanged sentences

in Thousands, except per Common Share data)

For the three-months

ended March 31,

For the three months ended

For the six months ended

Cost of Goods Sold

4 unchanged sentences

Interest Income

Other (Loss) Income

Other Income (Expense)

Income Before Income Taxes

8 unchanged sentences

in Thousands)

For the three-months

ended March 31,

For the three months ended

For the six months ended

Other Comprehensive Income (Loss):

7 unchanged sentences

in Thousands, Except Share Amounts)

the three months ended June 30, 2022

Common Stock Outstanding

5 unchanged sentences

Shareholders’

April 1, 2022

Cumulative Translation Adjustment

Dividends Declared

June 30, 2022

the three months ended June 30, 2021

Common Stock Outstanding

Paid In Capital

Retained Earnings

Comprehensive

Income (Loss)

Noncontrolling

Shareholders’

April 1, 2021

Cumulative Translation Adjustment

Dividends Declared

June 30, 2021

Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

in Thousands, Except Share Amounts)

the six months ended June 30, 2022

Common Stock Outstanding

Paid In Capital

Retained Earnings

Comprehensive

Income (Loss)

Noncontrolling

Shareholders’

January 1, 2022

1 unchanged sentence

Dividends Declared

March 31, 2022

June 30, 2022

the six months ended June 30, 2021

Common Stock Outstanding

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Dividends Declared

March 31, 2021

June 30, 2021

Ending balance, value

2 unchanged sentences

in Thousands)

For the three-months

ended March 31,

For the six months ended

Cash Flows from Operating Activities:

Adjustments to Reconcile Net Income to

Net Cash (Used In) Provided by Operating Activities:

Net Cash Provided by Operating Activities:

Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:

Non-Cash Compensation

Depreciation and Amortization

Provision for Losses on Accounts Receivable, net of

write-offs and recoveries

Provision for Losses on Accounts Receivable, net of write-offs and recoveries

Deferred Taxes

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Other Liabilities

Net Cash (Used In) Provided by Operating Activities

Net Cash Provided by Operating Activities

Cash Flows from Investing Activities:

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Net Cash Used in Financing Activities

Net Decrease in Cash and Cash Equivalents

Net (Decrease) Increase in Cash and Cash Equivalents

Translation effect on cash

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Declared Dividends

Supplemental Schedule of Non-Cash Investing and Financing Activities:

Additions to Right-Of-Use Assets obtained from new operating Lease Liabilities

Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

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(collectively the “Company”).

The Company’s condensed consolidated financial statements for the quarter ended March

The Company’s Condensed Consolidated Financial Statements for the quarter ended June

30, 2022 have been prepared in accordance with accounting principles generally accepted in the United States (GAAP), and with the instructions

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fuel gases within residential and commercial buildings;

gasoline and diesel gasoline products (both above and below the ground) in a double containment piping to contain any possible leaks,

which is used in automotive and marina refueling, and fueling for back-up generation;

copper-alloy corrugated piping in medical or health care facilities to carry medical gases (oxygen, nitrogen, vacuum) or pure gases

for pharmaceutical applications;

applications where the customer requires the piping to have both a degree of flexibility and/or an ability to carry corrosive compounds

or mixtures, or to carry at both very high and very low (cryogenic) temperatures.

gasoline and diesel gasoline products (both above and below the ground) in a double containment

piping to contain any possible leaks, which is used in automotive and marina refueling, and

fueling for back-up generation;

copper-alloy corrugated piping in medical or health care facilities to carry medical gases

(oxygen, nitrogen, vacuum) or pure gases for pharmaceutical applications;

applications where the customer requires the piping to have both a degree of flexibility

and/or an ability to carry corrosive compounds or mixtures, or to carry at both very high

and very low (cryogenic) temperatures.

Company manufactures flexible metal hose at its facilities in Exton, Pennsylvania, and Houston, Texas in the United States (U.S.), and

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● Identification

of the contract, or contracts, with a customer — a contract with a customer exists when the Company enters into an enforceable

contract with a customer, typically a purchase order initiated by the customer, that defines each party’s rights regarding

the goods to be transferred and identifies the payment terms related to these goods.

of the contract, or contracts, with a customer — a contract with a customer exists

when the Company enters into an enforceable contract with a customer, typically a purchase

order initiated by the customer, that defines each party’s rights regarding the goods

to be transferred and identifies the payment terms related to these goods.

● Identification

of the performance obligations in the contract — performance obligations promised in a contract are identified based on

the goods that will be transferred to the customer that are distinct, whereby the customer can benefit from the goods on their own

or together with other resources that are readily available from third parties or from us.

Persuasive evidence of an arrangement

for the sale of product must exist.

The Company ships product in accordance with the purchase order and standard terms as reflected

within the Company’s order acknowledgments and sales invoices.

of the performance obligations in the contract — performance obligations promised

in a contract are identified based on the goods that will be transferred to the customer

that are distinct, whereby the customer can benefit from the goods on their own or together

with other resources that are readily available from third parties or from us.

evidence of an arrangement for the sale of product must exist.

The Company ships product

in accordance with the purchase order and standard terms as reflected within the Company’s

order acknowledgments and sales invoices.

● Determination

of the transaction price —the transaction price is determined based on the consideration to which the Company will be entitled

in exchange for transferring goods to the customer.

This would be the agreed upon quantity and price per product type in accordance

with the customer purchase order, which is aligned with the Company’s internally approved pricing guidelines.

of the transaction price to the performance obligations in the contract — if the contract contains a single performance

obligation, the entire transaction price is allocated to the single performance obligation.

This applies to the Company as there

is only one performance obligation to ship the goods.

of revenue when, or as, the Company satisfies a performance obligation — the Company satisfies performance obligations

at a point in time when control of the goods transfers to the customer.

Determining the point in time when control transfers requires

Indicators considered in determining whether the customer has obtained control of a good include:

of the transaction price —the transaction price is determined based on the consideration

to which the Company will be entitled in exchange for transferring goods to the customer.

This would be the agreed upon quantity and price per product type in accordance with the

customer purchase order, which is aligned with the Company’s internally approved pricing

of the transaction price to the performance obligations in the contract — if the

contract contains a single performance obligation, the entire transaction price is allocated

to the single performance obligation.

This applies to the Company as there is only one performance

obligation to ship the goods.

● Recognition

of revenue when, or as, the Company satisfies a performance obligation — the Company

satisfies performance obligations at a point in time when control of the goods transfers

to the customer.

Determining the point in time when control transfers requires judgment.

Indicators considered in determining whether the customer has obtained control of a good

Company has a present right to payment

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customer purchase order) include sales commissions.

Under Topic 606, these costs may

be expensed as incurred for contracts with a duration of one year or less.

The majority of the Company’s customer purchase

orders are fulfilled (e.g.

Under Topic 606, these costs may be expensed as incurred for contracts with a duration of

one year or less.

The majority of the Company’s customer purchase orders are fulfilled

goods are shipped) within two days of receipt.

- the Company does not offer a warranty as a separate component for customers to purchase.

A warranty is generally included with

each purchase, providing assurance that the goods comply with agreed-upon specifications, and the cost is therefore accrued accordingly,

but contracts do not include any requirement for additional distinct services.

Therefore, there is not a separate performance obligation,

and there is no impact of warranties under Topic 606 upon the financial reporting of the Company.

Goods - from time to time, the Company provides authorization to customers to return goods.

If deemed to be material, the Company

would record a “right of return” asset for the cost of the returned goods which would reduce cost of sales.

Rebates (Promotional Incentives) - volume rebates are variable (dependent upon the volume of goods purchased by our eligible

customers) and, under Topic 606, must be estimated and recognized as a reduction of revenue as performance obligations are satisfied

upon shipment of goods).

Also under Topic 606, to ensure that the related revenue recognized would not be probable of a significant

reversal, the four following factors are considered:

A warranty is generally included with each purchase, providing assurance that the goods comply

with agreed-upon specifications, and the cost is therefore accrued accordingly, but contracts

do not include any requirement for additional distinct services.

Therefore, there is not

a separate performance obligation, and there is no impact of warranties under Topic 606 upon

the financial reporting of the Company.

Goods - from time to time, the Company provides authorization to customers to return

If deemed to be material, the Company would record a “right of return”

asset for the cost of the returned goods which would reduce cost of sales.

Rebates (Promotional Incentives) - volume rebates are variable (dependent upon the volume

of goods purchased by our eligible customers) and, under Topic 606, must be estimated and

recognized as a reduction of revenue as performance obligations are satisfied (e.g.

shipment of goods).

Also under Topic 606, to ensure that the related revenue recognized would

not be probable of a significant reversal, the four following factors are considered:

amount of consideration is highly susceptible to factors outside the Company’s influence.

uncertainty about the amount of consideration is not expected to be resolved for a long period of time.

uncertainty about the amount of consideration is not expected to be resolved for a long period

Company’s experience with similar types of contracts is limited.

37 unchanged sentences

forecasts, when appropriate, and credit risk characteristics.

reserve for credit losses, which include future credits, discounts, and doubtful accounts, was $ 1,254,000 and $ 1,410,000 as of March

reserve for credit losses, which include future credits, discounts, and doubtful accounts, was $ 1,162,000 and $ 1,410,000 as of June 30,

2022 and December 31, 2021, respectively.

46 unchanged sentences

lease transfers ownership of the underlying asset to the lessee by the end of the lease term.

lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise.

lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably

certain to exercise.

lease term is for the major part of the remaining economic life of the underlying asset.

present value of the sum of lease payments and any residual value guaranteed by the lessee equals or exceeds substantially all of

the fair value of the underlying asset.

underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease

present value of the sum of lease payments and any residual value guaranteed by the lessee

equals or exceeds substantially all of the fair value of the underlying asset.

underlying asset is of such a specialized nature that it is expected to have no alternative

use to the lessor at the end of the lease term.

any leases that do not meet the criteria identified above for finance leases, the Company treats such leases as operating leases.

of March 31, 2022 and December 31, 2021, each of the Company’s leases are classified as operating leases.

of June 30, 2022 and December 31, 2021, each of the Company’s leases are classified as operating leases.

finance and operating leases are reflected on the balance sheet as lease or “right-of-use” assets and lease liabilities.

35 unchanged sentences

are no dilutive securities.

Consequently, basic, and dilutive earnings per share are the same.

Consequently, basic, and diluted earnings per share are the same.

and liabilities denominated in foreign currencies, most of which relate to the Company’s U.K.

29 unchanged sentences

Comprehensive Income

the quarters ended March 31, 2022 and 2021, respectively, the components of other comprehensive income consisted solely of foreign currency

translation adjustments.

the three and six months ended June 30, 2022 and 2021, respectively, the components of other comprehensive income consisted solely of

foreign currency translation adjustments.

Concentrations

Company has one significant customer which represented more than 10% of the Company’s Accounts Receivable on March 31, 2022.

Company has one significant customer which represented more than 10% of the Company’s Accounts Receivable on June 30, 2022.

customers represented more than 10% of the Company’s Accounts Receivable on December 31, 2021.

That same customer represented more

than 10% of the Company’s total Net Sales for the three months ended March 31, 2022 and 2021.

Geographically, the Company has a

significant amount of sales in the United States versus internationally .

These concentrations are consistent with those discussed in

detail in the Company’s December 31, 2021 Form 10-K.

than 10% of the Company’s total Net Sales for the six months ended June 30, 2022 and 2021 and for the three months ended June 30,

However, for the three months ended June 30, 2022, no customer represented more than 10% of the Company’s total Net Sales.

Geographically, the Company has a significant amount of sales in the United States versus internationally .

These concentrations are consistent

with those discussed in detail in the Company’s December 31, 2021 Form 10-K.

Company evaluates all events or transactions through the date of the related filing that may have a material impact on its Condensed

28 unchanged sentences

guidance in 2021, and it did not have a material impact on its Condensed Consolidated Financial Statements.

net of reserves of $ 1,274,000 and $ 505,000 on June 30, 2022 and December 31, 2021, respectively, consisted of the following:

SCHEDULE OF INVENTORIES, NET OF RESERVES

net of reserves of $ 839,000 and $ 505,000 on March 31, 2022 and December 31, 2021, respectively, consisted of the following:

(in thousands)

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The Company may terminate the line at any time during the five-year term, as long as there are no amounts outstanding .

of March 31, 2022 and December 31, 2021, the Company had no outstanding borrowings on its line of credit and was in compliance with all

of June 30, 2022 and December 31, 2021, the Company had no outstanding borrowings on its line of credit and was in compliance with all

debt covenants.

25 unchanged sentences

The net present value of

the retirement payments associated with these agreements is $ 423,000 on March 31, 2022, of which $ 375,000 is included in Other Long Term

the retirement payments associated with these agreements is $ 389,000 on June 30, 2022, of which $ 341,000 is included in Other Long Term

Liabilities, and the remaining current portion of $ 48,000 is included in Other Liabilities, associated with the applicable retirement

4 unchanged sentences

The cash surrender

value of such policies (included in Other Long Term Assets) amounts to $ 1,615,000 at March 31, 2022 and $ 1,651,000 at December 31, 2021.

value of such policies (included in Other Long Term Assets) amounts to $ 1,532,000 at June 30, 2022 and $ 1,651,000 at December 31, 2021.

addition to the above, the Company has other contractual employment and or change of control agreements in place with key employees,

34 unchanged sentences

The aggregate maximum exposure for all current open Claims

as of March 31, 2022 is estimated to not exceed approximately $ 8,850,000 , which represents the potential costs that may be incurred over

as of June 30, 2022 is estimated to not exceed approximately $ 7,382,000 , which represents the potential costs that may be incurred over

time for the Claims within the applicable insurance policy deductibles or retentions.

5 unchanged sentences

is currently unable to estimate the ultimate liability, if any, that may result from the pending litigation, or potential litigation

from future claims or claims that have not yet come to our attention, and accordingly, the liability in the Consolidated Financial Statements

primarily represents an accrual for legal costs for services previously rendered, and outstanding or anticipated settlements for Claims.

The liabilities recorded on the Company’s books as of March 31, 2022 and December 31, 2021 were $ 289,000 and $ 262,000 , respectively,

and are included in Other Liabilities.

from future claims or claims that have not yet come to our attention, and accordingly, the liability in the Condensed Consolidated Financial

Statements primarily represents an accrual for legal costs for services previously rendered, and outstanding or anticipated settlements

for Claims, to the extent not expected to be covered by the Company’s insurance policies.

The liabilities recorded on the Company’s

books as of June 30, 2022 and December 31, 2021 were $ 2,497,000 and $ 262,000 , respectively, and are included in Other Liabilities.

STOCK BASED COMPENSATION PLANS

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fully vested units that were granted during 2018, 2019 and 2020, including their respective earned dividend values.

As of March 31, 2022,

As of June 30, 2022,

the Company had 6,693 unvested units outstanding.

9 unchanged sentences

Company recognizes the reversal of any previously recognized compensation expense on forfeited awards in the period that the award is

During the three months ended March 31, 2022 and 2021, no awards were forfeited.

total Phantom Stock related liability as of March 31, 2022 was $ 1,573,000 of which $ 827,000 is included in Other Liabilities, as it is

During the three and six months ended June 30, 2022 and 2021, no awards were forfeited.

total Phantom Stock related liability as of June 30, 2022 was $ 1,426,000 of which $ 696,000 is included in Other Liabilities, as it is

expected to be paid within the next twelve months, and the balance of $ 730,000 is included in Other Long Term Liabilities.

2 unchanged sentences

to the Phantom Stock Plan, in accordance with FASB ASC Topic 718, Compensation - Stock Compensation , the Company recorded compensation

expense of approximately $ 280,000 and $ 441,000 for the three months ended March 31, 2022 and 2021, respectively.

Compensation expense

for a given period largely depends upon fluctuations in the Company’s stock price.

following table summarizes information about the Company’s nonvested phantom stock Units as of March 31, 2022:

expense of approximately $ 132,000 and $ 477,000 for the six months ended June 30, 2022 and 2021, respectively.

The company recorded compensation

income of approximately $ 148,000 for the three months ended June 30, 2022 and compensation expense of $ 36,000 for the three months ended

June 30, 2021, respectively.

Compensation income or expense for a given period largely depends upon fluctuations in the Company’s

following table summarizes information about the Company’s nonvested phantom stock Units as of June 30, 2022:

SUMMARY OF NONVESTED PHANTOM STOCK UNITS

Weighted Average Grant Date Fair Value

Average Grant Date Fair Value

Number of Phantom Stock Unit Awards:

Nonvested on December 31, 2021

Nonvested on March 31, 2022

Nonvested on June 30, 2022

Phantom Stock Unit Awards Expected to Vest

total unrecognized compensation costs calculated on March 31, 2022 are $ 783,000 which will be recognized through February of 2025.

total unrecognized compensation costs calculated on June 30, 2022 are $ 544,000 which will be recognized through February of 2025.

Company will recognize the related expense over the weighted average period of 1.3 years.

8 unchanged sentences

1, 2022, with a 3-year term ending in December 2024 , that provides warehousing.

Additionally, the Company leases its corporate office

space in Middletown, Connecticut, with the lease term expiring in June 2022 .

Additionally, the Company extended its operating lease

agreement for its corporate office space in Middletown, Connecticut, with the lease term ending in June 2027 .

the U.K., the Company leases a facility in Banbury, England, which serves manufacturing, warehousing, and other operational functions.

1 unchanged sentence

addition to property rentals, the Company also has lease agreements in place for various fleet vehicles and equipment with various lease

March 31, 2022, the Company has recorded right-of-use assets of $ 3,481,000 , and a lease liability of $ 3,481,000 , of which $ 450,000 is

June 30, 2022, the Company has recorded right-of-use assets of $ 3,445,000 , and a lease liability of $ 3,446,000 , of which $ 461,000 is

reported as a current liability.

2 unchanged sentences

The respective weighted average remaining lease term and discount

rate are approximately 11.99 years and 1.05 % as of March 31, 2022.

expense for the operating leases was approximately $ 135,000 and $ 96,000 for the three months ended March 31, 2022 and 2021, respectively.

minimum lease payments, inclusive of interest, under non-cancelable leases as of March 31, 2022 is as follows:

rate are approximately 11.23 years and 1.06 % as of June 30, 2022.

expense for the operating leases was approximately $ 130,000 and $ 265,000 for the three and six months ended June 30, 2022 and $ 108,000

and $ 204,000 for the three and six months ended June 30, 2021.

minimum lease payments, inclusive of interest, under non-cancelable leases as of June 30, 2022 are as follows:

OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES

Twelve Months Ending March 31,

Operating Leases

Twelve Months Ending June 30,

(in thousands)

1 unchanged sentence

SHAREHOLDERS’ EQUITY

of March 31, 2022 and December 31, 2021, the Company had authorized 20,000,000 common stock shares with par value of $ 0.01 per share.

of June 30, 2022 and December 31, 2021, the Company had authorized 20,000,000 common stock shares with par value of $ 0.01 per share.

For both periods, the total number of outstanding shares was 10,094,322 , shares held in Treasury was 59,311 , and total shares issued

6 unchanged sentences

Price Per Share

June 24, 2022

March 29, 2022

46 unchanged sentences

During this period, no events came to the

Company’s attention that would impact the condensed consolidated financial statements for the period ended March 31, 2022.

Company’s attention that would impact the Condensed Consolidated Financial Statements for the period ended June 30, 2022.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements