Announcement • Dec 22
ShoreView Industries completed the acquisition of P&F Industries, Inc. (NasdaqGM:PFIN) from Lawndale Capital Management LLC and Others. ShoreView Industries entered into an agreement to acquire P&F Industries, Inc. (NasdaqGM:PFIN) from Lawndale Capital Management LLC and Others for $41.5 million on October 13, 2023. As part of consideration, ShoreView Industries will pay $13 in cash for each share of P&F Industries. ShoreView intends to fund the transaction with a combination of cash from ShoreView Capital Partners IV, LP and committed financing. Shoreview secured committed debt financing, which is subject to customary terms and conditions, consisting of debt financing from RCS SBIC Fund II, L.P., Northstar Mezzanine Partners VIII L.P. and Northstar Mezzanine Partners SBIC, L.P. The aggregate proceeds of the equity financing and the debt financing will be sufficient for company to pay the aggregate merger consideration and all related fees and expenses. Following completion of the transaction, P&F will become a wholly owned subsidiary of ShoreView and P&F's common stock will no longer be listed on any public market. P&F Industries will pay $2.1 million and ShoreView will pay $3.7 million upon termination of the agreement under specified circumstances.
The proposed transaction has been unanimously approved by the P&F and ShoreView board of directors. The proposed transaction has been approved by shareholders of ShoreView. The transaction is subject to approval by holders of a majority of the shares not owned by Horowitz, consent of one of the Company's significant customers and other customary closing conditions. P&F Shareholders has been approved the transaction on December 19, 2023. The transaction is expected to close in the fourth quarter of 2023. As of December 19, 2023, the transaction is expected to complete the transaction later this week.
Richard J. Grossman of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to the Special Committee of P&F Industries. East Wind Securities acted as financial advisor and fairness opinion provider to P&F and Steven J. Kuperschmid of Ruskin Moscou Faltischek, P.C. acted as legal advisor to P&F. Jeffrey N. Smith and Matthew D. Stoker of Sidley Austin LLP acted as legal advisor to ShoreView. P&F has retained MacKenzie Partners, Inc., a proxy solicitation firm, to solicit proxies in connection with the Special Meeting at a cost of approximately $7,500 plus expenses. P&F has agreed to pay East Wind a transaction fee that is estimated at approximately $1.050 million, of which $850 thousand is contingent upon consummation of the Merger.
ShoreView Industries completed the acquisition of P&F Industries, Inc. (NasdaqGM:PFIN) from Lawndale Capital Management LLC and Others on December 20, 2023. Announcement • Dec 21
P&F Industries, Inc.(NasdaqGM:PFIN) dropped from NASDAQ Composite Index P&F Industries, Inc. has been dropped from Nasdaq Composite Index. Announcement • Nov 10
P&F Industries, Inc. Announces Quarterly Cash Dividend, Payable on November 29, 2023 P&F Industries, Inc. announced that its Board of Directors declared a quarterly cash dividend of $0.05 per share of its Class A Common Stock, payable on November 29, 2023, to all stockholders of record as of the close of business on November 21, 2023. Announcement • Oct 20
P&F Industries, Inc. to Report Q3, 2023 Results on Nov 09, 2023 P&F Industries, Inc. announced that they will report Q3, 2023 results Pre-Market on Nov 09, 2023 Announcement • Oct 18
P&F Industries Agrees Go-Private Deal with ShoreView US air-powered tools maker P&F Industries, Inc. said on October 13, 2023 it has agreed to be acquired by local private equity firm ShoreView Industries in an all-cash deal worth USD 41 million (EUR 39m). Upon completion, P&F will become a wholly-owned unit of ShoreView and its stock will be delisted. Announcement • Oct 15
ShoreView Industries entered into an agreement to acquire P&F Industries, Inc. (NasdaqGM:PFIN) for $41 million. ShoreView Industries entered into an agreement to acquire P&F Industries, Inc. (NasdaqGM:PFIN) for $41 million on October 13, 2023. As part of consideration, ShoreView Industries will pay $13 in cash for each share of P&F Industries. ShoreView intends to fund the transaction with a combination of cash from ShoreView Capital Partners IV, LP and committed financing. Shoreview secured committed debt financing, which is subject to customary terms and conditions, consisting of debt financing from RCS SBIC Fund II, L.P., Northstar Mezzanine Partners VIII L.P. and Northstar Mezzanine Partners SBIC, L.P. The aggregate proceeds of the equity financing and the debt financing will be sufficient for company to pay the aggregate merger consideration and all related fees and expenses. Following completion of the transaction, P&F will become a wholly owned subsidiary of ShoreView and P&F's common stock will no longer be listed on any public market. P&F Industries will pay $2.1 million and ShoreView will pay $3.7 million upon termination of the agreement under specified circumstances.
The proposed transaction has been unanimously approved by the P&F and ShoreView board of directors. The proposed transaction has been approved by shareholders of ShoreView. The transaction is subject to approval by holders of a majority of the shares not owned by Horowitz, consent of one of the Company's significant customers and other customary closing conditions. The transaction is expected to close in the fourth quarter of 2023.
Richard J. Grossman of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to the Special Committee of P&F Industries. East Wind Securities acted as financial advisor and fairness opinion provider to P&F and Steven J. Kuperschmid of Ruskin Moscou Faltischek, P.C. acted as legal advisor to P&F. Jeffrey N. Smith and Matthew D. Stoker of Sidley Austin LLP acted as legal advisor to ShoreView. New Risk • Oct 14
New major risk - Share price stability The company's share price has been highly volatile over the past 3 months. It is more volatile than 90% of American stocks, typically moving 28% a week. This is considered a major risk. Share price volatility increases the risk of potential losses in the short-term as the stock tends to have larger drops in price more frequently than other stocks. It may also indicate the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (28% average weekly change). Earnings have declined by 22% per year over the past 5 years. Minor Risk Market cap is less than US$100m (US$40.4m market cap). Reported Earnings • Aug 11
Second quarter 2023 earnings released: EPS: US$0.074 (vs US$0.007 loss in 2Q 2022) Second quarter 2023 results: EPS: US$0.074 (up from US$0.007 loss in 2Q 2022). Revenue: US$16.2m (down 9.2% from 2Q 2022). Net income: US$237.0k (up US$258.0k from 2Q 2022). Profit margin: 1.5% (up from net loss in 2Q 2022). The move to profitability was driven by lower expenses. Over the last 3 years on average, earnings per share has increased by 79% per year but the company’s share price has only increased by 15% per year, which means it is significantly lagging earnings growth. Announcement • Aug 10
P&F Industries, Inc. Announces Quarterly Dividend, Payable on August 25, 2023 P&F Industries, Inc. announced that its Board of Directors declared a quarterly cash dividend of $0.05 per share of its Class A Common Stock, payable on August 25, 2023 to all stockholders of record as of the close of business on August 21, 2023. Announcement • Jul 24
P&F Industries, Inc. to Report Q2, 2023 Results on Aug 10, 2023 P&F Industries, Inc. announced that they will report Q2, 2023 results at 9:30 AM, US Eastern Standard Time on Aug 10, 2023 Upcoming Dividend • May 15
Upcoming dividend of US$0.05 per share at 3.4% yield Eligible shareholders must have bought the stock before 22 May 2023. Payment date: 01 June 2023. Trailing yield: 3.4%. Lower than top quartile of American dividend payers (5.2%). Higher than average of industry peers (1.9%). Reported Earnings • May 11
First quarter 2023 earnings released: EPS: US$0.11 (vs US$0.20 loss in 1Q 2022) First quarter 2023 results: EPS: US$0.11 (up from US$0.20 loss in 1Q 2022). Revenue: US$15.7m (up 12% from 1Q 2022). Net income: US$337.0k (up US$955.0k from 1Q 2022). Profit margin: 2.1% (up from net loss in 1Q 2022). The move to profitability was driven by higher revenue. Over the last 3 years on average, earnings per share has increased by 31% per year but the company’s share price has only increased by 9% per year, which means it is significantly lagging earnings growth. Announcement • May 11
P&F Industries, Inc. Declares Quarterly Cash Dividend on its Class A Common Stock, Payable on June 1, 2023 P&F Industries, Inc. announced that its Board of Directors has declared a quarterly cash dividend of $0.05 per share of its Class A Common Stock, payable on June 1, 2023 to all stockholders of record as of the close of business on May 23, 2023. Buying Opportunity • Apr 22
Now 22% undervalued after recent price drop Over the last 90 days, the stock is down 2.3%. The fair value is estimated to be US$6.62, however this is not to be taken as a buy recommendation but rather should be used as a guide only. Revenue has been flat over the last 3 years. Meanwhile, the company became loss making. Buying Opportunity • Apr 03
Now 24% undervalued The stock has been flat over the last 90 days. The fair value is estimated to be US$6.65, however this is not to be taken as a buy recommendation but rather should be used as a guide only. Revenue has been flat over the last 3 years. Meanwhile, the company became loss making. Reported Earnings • Mar 31
Full year 2022 earnings released: US$0.46 loss per share (vs US$0.72 profit in FY 2021) Full year 2022 results: US$0.46 loss per share (down from US$0.72 profit in FY 2021). Revenue: US$59.0m (up 10% from FY 2021). Net loss: US$1.48m (down 165% from profit in FY 2021). Over the last 3 years on average, earnings per share has fallen by 4% per year but the company’s share price has increased by 9% per year, which means it is well ahead of earnings. Announcement • Jan 20
Lawndale Capital Management, LLC Discloses its Concerns on P&F Industries Inc On January 19, 2023, Lawndale Capital Management, LLC announced that it has been in contact with P&F Industries’ management and members of P&F’s Board of Directors regarding concerns relating to the Company’s executive compensation and capital allocation policies and the Board’s composition and corporate governance practices. Lawndale Capital stated that over several years, Lawndale has requested implementation of constructive changes that would further improve corporate governance, better align management and directors with shareowners’ interests, and also requested other capital allocation and transparency steps to maximize value for all the Company shareowners. As Lawndale had over many years requested the Company’s Board to regularly consider returning capital to the Company shareholders via a sustainable dividend or stock buybacks, Lawndale was pleased with these past capital allocation actions. Lawndale believes that, so long as the Company’s extraordinarily low market valuation continues, the Company’s board should re-initiate a 10b5-1 stock buyback plan, capped at attractive price valuation multiples, enabling periodic open market purchases that are not limited by narrow insider trading windows. Additionally, Lawndale Capital stated that especially if the Company Board does not implement a 10b5-1 buyback plan and other measures reasonably calculated to reduce ownership transaction costs, such as engaging in typical investor relations activities (beyond simply its quarterly earnings conference calls), Lawndale believes the Board should return to classifying its renewed and recurring dividend to simply a regular dividend rather than designating current recurring distributions as ‘special’ dividends. Lawndale expressed the special designation precludes income-focused investors from being able to invest in the Company, further reducing trading liquidity in its shares, thus raising ownership transaction costs and the Company’s cost of capital. Announcement • Jan 14
P&F Industries, Inc. Announces Board Changes On January 6, 2023, Richard P. Randall, a member of the Board of Directors (the “Board”) of P&F Industries, Inc. (the “Registrant”) and a member of the Board’s Audit Committee, Corporate Governance and Nominating Committee, and Strategic Planning and Risk Assessment Committee, advised the Board that effective as of January 13, 2023, he resigned from the Board and each committee on which he serves. Mr. Randall further advised the company that he resigned for personal reasons and not due to any disagreement with the company on any matter relating to its operations, policies or practices. Mr. Kenneth M. Scheriff, a member of the Board, was appointed to the Audit Committee effective January 13, 2023 and Mitchell A. Solomon, a member of the Board, was appointed to the Corporate Governance and Nominating Committee effective as of January 13, 2023. Reported Earnings • Nov 16
Third quarter 2022 earnings released: US$0.08 loss per share (vs US$0.23 loss in 3Q 2021) Third quarter 2022 results: US$0.08 loss per share (improved from US$0.23 loss in 3Q 2021). Revenue: US$14.5m (up 12% from 3Q 2021). Net loss: US$237.0k (loss narrowed 68% from 3Q 2021). Over the last 3 years on average, earnings per share has fallen by 25% per year but the company’s share price has only fallen by 7% per year, which means it has not declined as severely as earnings. Board Change • Nov 16
Insufficient new directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. No experienced directors. 7 highly experienced directors. Independent Director Richard Randall was the last director to join the board, commencing their role in 2012. The following issues are considered to be risks according to the Simply Wall St Risk Model: Insufficient board refreshment. Announcement • Nov 10
P&F Industries, Inc. Declares Special Cash Dividend, Payable on November 30, 2022 P&F Industries, Inc. announced that its board of directors declared a special cash dividend of $0.05 per share payable on November 30, 2022, to stockholders of record at the close of business on November 18, 2022. Announcement • Oct 21
P&F Industries, Inc. to Report Q3, 2022 Results on Nov 10, 2022 P&F Industries, Inc. announced that they will report Q3, 2022 results at 9:30 AM, US Eastern Standard Time on Nov 10, 2022 Reported Earnings • Aug 12
Second quarter 2022 earnings released: US$0.007 loss per share (vs US$0.76 profit in 2Q 2021) Second quarter 2022 results: US$0.007 loss per share (down from US$0.76 profit in 2Q 2021). Revenue: US$17.8m (up 31% from 2Q 2021). Net loss: US$21.0k (down 101% from profit in 2Q 2021). Over the last 3 years on average, earnings per share has fallen by 43% per year but the company’s share price has only fallen by 5% per year, which means it has not declined as severely as earnings. Announcement • Aug 12
P&F Industries, Inc. Declares Special Cash Dividend P&F Industries, Inc. announced that board of directors has declared a $0.05 special cash dividend. This special dividend will be paid to the shareholders of record as of the close of business on August 22, 2022. Announcement • Jul 22
P&F Industries, Inc. to Report Q2, 2022 Results on Aug 11, 2022 P&F Industries, Inc. announced that they will report Q2, 2022 results Pre-Market on Aug 11, 2022 Reported Earnings • May 13
First quarter 2022 earnings released: US$0.19 loss per share (vs US$0.097 loss in 1Q 2021) First quarter 2022 results: US$0.19 loss per share (down from US$0.097 loss in 1Q 2021). Revenue: US$14.0m (flat on 1Q 2021). Net loss: US$618.0k (loss widened 101% from 1Q 2021). Over the last 3 years on average, earnings per share has fallen by 40% per year but the company’s share price has only fallen by 12% per year, which means it has not declined as severely as earnings. Announcement • May 02
P&F Industries, Inc., Annual General Meeting, May 25, 2022 P&F Industries, Inc., Annual General Meeting, May 25, 2022, at 10:00 US Eastern Standard Time. Board Change • Apr 27
Insufficient new directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. No experienced directors. 7 highly experienced directors. Independent Director Richard Randall was the last director to join the board, commencing their role in 2012. The following issues are considered to be risks according to the Simply Wall St Risk Model: Insufficient board refreshment. Announcement • Apr 26
P&F Industries, Inc. to Report Q1, 2022 Results on May 12, 2022 P&F Industries, Inc. announced that they will report Q1, 2022 results Pre-Market on May 12, 2022 Reported Earnings • Mar 30
Full year 2021 earnings released: EPS: US$0.72 (vs US$1.57 loss in FY 2020) Full year 2021 results: EPS: US$0.72 (up from US$1.57 loss in FY 2020). Revenue: US$53.6m (up 9.0% from FY 2020). Net income: US$2.29m (up US$7.24m from FY 2020). Profit margin: 4.3% (up from net loss in FY 2020). The move to profitability was primarily driven by higher revenue. Over the last 3 years on average, earnings per share has fallen by 48% per year but the company’s share price has only fallen by 10% per year, which means it has not declined as severely as earnings. Announcement • Mar 06
P&F Industries, Inc. to Report Fiscal Year 2021 Results on Mar 29, 2022 P&F Industries, Inc. announced that they will report fiscal year 2021 results Pre-Market on Mar 29, 2022 Reported Earnings • Nov 13
Third quarter 2021 earnings released: US$0.23 loss per share (vs US$0.27 loss in 3Q 2020) The company reported a solid third quarter result with reduced losses, improved revenues and improved control over expenses. Third quarter 2021 results: Revenue: US$13.0m (up 4.7% from 3Q 2020). Net loss: US$733.0k (loss narrowed 14% from 3Q 2020). Over the last 3 years on average, earnings per share has fallen by 58% per year but the company’s share price has only fallen by 5% per year, which means it has not declined as severely as earnings. Reported Earnings • May 15
First quarter 2021 earnings released: US$0.097 loss per share (vs US$0.24 loss in 1Q 2020) The company reported a solid first quarter result with reduced losses, improved revenues and improved control over expenses. First quarter 2021 results: Revenue: US$13.9m (up 4.5% from 1Q 2020). Net loss: US$307.0k (loss narrowed 60% from 1Q 2020). Over the last 3 years on average, earnings per share has fallen by 51% per year but the company’s share price has only fallen by 10% per year, which means it has not declined as severely as earnings. Reported Earnings • Mar 26
Full year 2020 earnings released: US$1.57 loss per share (vs US$1.53 profit in FY 2019) The company reported a poor full year result with weaker earnings, revenues and control over costs. Full year 2020 results: Revenue: US$49.1m (down 16% from FY 2019). Net loss: US$4.95m (down 201% from profit in FY 2019). Over the last 3 years on average, earnings per share has fallen by 27% per year but the company’s share price has only fallen by 8% per year, which means it has not declined as severely as earnings. Announcement • Feb 11
P&F Industries, Inc. to Report Fiscal Year 2020 Results on Mar 25, 2021 P&F Industries, Inc. announced that they will report fiscal year 2020 results Pre-Market on Mar 25, 2021 Is New 90 Day High Low • Jan 27
New 90-day high: US$6.69 The company is up 36% from its price of US$4.91 on 27 October 2020. The American market is up 17% over the last 90 days, indicating the company outperformed over that time. It also outperformed the Machinery industry, which is up 20% over the same period. Is New 90 Day High Low • Jan 01
New 90-day high: US$6.05 The company is up 39% from its price of US$4.35 on 02 October 2020. The American market is up 13% over the last 90 days, indicating the company outperformed over that time. It also outperformed the Machinery industry, which is up 19% over the same period. Is New 90 Day High Low • Nov 26
New 90-day high: US$5.09 The company is up 11% from its price of US$4.58 on 26 August 2020. The American market is up 7.0% over the last 90 days, indicating the company outperformed over that time. It also outperformed the Consumer Durables industry, which is up 8.0% over the same period. Reported Earnings • Nov 14
Third quarter 2020 earnings released: US$0.27 loss per share The company reported a poor third quarter result with weaker earnings, revenues and control over expenses. Third quarter 2020 results: Revenue: US$12.4m (down 16% from 3Q 2019). Net loss: US$857.0k (down US$993.0k from profit in 3Q 2019). Over the last 3 years on average, earnings per share has increased by 6% per year but the company’s share price has fallen by 14% per year, which means it is significantly lagging earnings. Is New 90 Day High Low • Oct 06
New 90-day low: US$4.15 The company is down 15% from its price of US$4.89 on 07 July 2020. The American market is up 8.0% over the last 90 days, indicating the company underperformed over that time. It also underperformed the Consumer Durables industry, which is up 28% over the same period. Is New 90 Day High Low • Sep 19
New 90-day low: US$4.31 The company is down 16% from its price of US$5.14 on 19 June 2020. The American market is up 9.0% over the last 90 days, indicating the company underperformed over that time. It also underperformed the Consumer Durables industry, which is up 26% over the same period. Announcement • Jul 31
P&F Industries, Inc. to Report Q2, 2020 Results on Aug 11, 2020 P&F Industries, Inc. announced that they will report Q2, 2020 results at 9:00 AM, Eastern Standard Time on Aug 11, 2020