KEY INDICATORS

Economic Measures



Much of our business is driven by the ebbs and flows of the general economic
conditions in both the United States and, to a lesser extent, abroad. We focus
on a wide array of customer types including, but not limited to large retailers,
aerospace manufacturers, large and small resellers of pneumatic tools and parts,
automotive related customers, and many OEM customers. We tend to track the
general economic conditions of the United States, industrial production, and
general retail sales.

A key economic measure relevant to us is the cost of the raw materials in our
products. Key materials include metals, especially various types of steel and
aluminum. Also important is the value of the United States Dollar ("USD") in
relation to the Taiwanese dollar ("TWD"), as we purchase a significant portion
of our products from Taiwan. Purchases from Chinese sources are made in USD;
however, if the Chinese currency, the Renminbi ("RMB"), were to be revalued
against the USD, there could be a negative impact on the cost of our products.
Additionally, we closely monitor the fluctuation of the Great British Pound
("GBP") to the USD, and the GBP to TWD, both of which can have an impact on the
consolidated results.

We consider tariffs a key economic measure, as a significant portion of products imported by Florida Pneumatic are subject to these tariffs.


Lastly, the cost and availability of a quality labor pool in the countries where
products and components are manufactured, both overseas as well as in the United
States, could materially affect our overall results.

Operating Measures



Key operating measures we use to manage our operations are orders; shipments;
development of new products; customer retention; inventory levels and
productivity. These measures are recorded and monitored at various intervals,
including daily, weekly, and monthly. To the extent these measures are relevant,
they are discussed in the detailed sections below.

Financial Measures



Key financial measures we use to evaluate the results of our business include
various revenue metrics; gross margin; selling, general and administrative
expenses; earnings before interest and taxes; earnings before interest, taxes,
depreciation, and amortization; operating cash flows and capital expenditures;
return on sales; return on assets; days sales outstanding and inventory turns.
These measures are reviewed at monthly, quarterly, and annual intervals and
compared to historical periods as well as to established objectives. To the
extent that these measures are relevant, they are discussed in detail below.

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Management's Discussion and Analysis of Financial Condition and Results of Operations

CRITICAL ACCOUNTING ESTIMATES



We prepare our Consolidated Financial Statements in accordance with accounting
principles generally accepted in the United States of America ("US GAAP").
Certain of these accounting policies require us to make estimates and judgments
that affect the reported amounts of assets, liabilities, revenues and expenses,
and the related disclosure of contingent assets and liabilities, revenue and
expenses. On an ongoing basis, we evaluate our estimates pertaining to such
matters as inventory reserves, goodwill and intangible assets, sales discounts,
and taxes. We base our estimates on historical data and experience, when
available, and on various other assumptions that are believed to be reasonable
under the circumstances, the combined results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. As future events and their effects cannot
be determined with precision, actual results could differ significantly from
those estimates and assumptions. Significant changes, if any, in those estimates
resulting from continuing changes in the economic environment will be reflected
in the Consolidated Financial Statements in future periods. Actual results may
differ from these estimates.

We consider the following policies and estimates to be the most critical in understanding the judgments that are involved in the preparation of the Company's Consolidated Financial Statements and the uncertainties that could impact the Company's financial position, results of operations and cash flows.

Revenue Recognition



Our accounting policy relating to revenue recognition reflects the impact of the
adoption of In accordance with Accounting Standards Codification ("ASC") 606,
Revenue from Contracts with Customers ("ASC 606"), which is discussed further in
our Notes to our Consolidated Financial Statements. We record revenue based on a
five-step model. We sell our goods on terms that transfer title and risk of loss
at a specified location, which may be our warehouse, destination designated by
our customer, port of loading or port of discharge, depending on the final
destination of the goods. Other than standard product warranty provisions, our
sales arrangements provide for no other post-shipment obligations. We offer
rebates and other sales incentives, promotional allowances, or discounts to
certain customers, typically related to purchase volume, and are classified as a
reduction of revenue and recorded at the time of sale, using the most likely
amount approach. We periodically evaluate whether an allowance for sales returns
is necessary. Historically, we have experienced minimal sales returns. If we
believe there are material potential sales returns, we will provide the
necessary provision against sales.

Performance obligations underlying our core revenue are related to the delivery
of finished products to customers and do not require significant judgement or
estimates. Our revenue is generated through the sale of finished products and is
recognized at the point in time when merchandise is transferred to the customer
with a fixed payment due generally within 30 to 90 days, and in an amount that
considers the impacts of estimated allowances. Further, we have made a policy
election to account for shipping and handling activities that occur after the
customer has obtained control of the products as fulfillment costs rather than
as an additional promised service. There are typically no other performance
obligations in our revenue process.

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Management's Discussion and Analysis of Financial Condition and Results of Operations

CRITICAL ACCOUNTING ESTIMATES (CONTINUED)

Inventories



Inventories are valued at the lower of cost or net realizable value. Cost is
determined by the first-in, first-out method, or moving weighted average. Our
finished products inventory includes materials, labor, and manufacturing
overhead costs, and is recorded net of an allowance for obsolete or slow-moving
inventory ("OSMI"), as well as any unmarketable inventory. Such allowance is
based upon historical experience and management's understanding of market
conditions and forecasts of future product demand. Specifically, at Florida
Pneumatic and Jiffy we generally place a 100% reserve on inventory that has not
had any sales or usage in more than two years. Hy-Tech's methodology is
primarily based on inventory turns, with inventory items that turn less
frequently, receiving a greater allowance. Changes in our OSMI impact our
consolidated balance sheet, gross profit, and net earnings.

Goodwill and Indefinite-Lived Intangible Assets

Goodwill is tested for impairment at the reporting unit level on an annual
basis. This test is performed as of the last day in November, or more frequently
if we believe indicators of impairment might exist. The Company considers its
market capitalization and the carrying value of its assets and liabilities,
including goodwill, when performing its goodwill impairment test. In evaluating
goodwill for impairment, we first assess qualitative factors to determine
whether it was more likely than not that the fair value of a reporting unit was
less than its carrying amount. Qualitative factors considered included, for
example, macroeconomic and industry conditions, overall financial performance,
and other relevant entity-specific events. If we bypassed the qualitative
assessment or concluded that it was more likely than not that the fair value of
a reporting unit was less than its carrying value, we then perform a
quantitative goodwill impairment test to identify potential goodwill impairment
and measure the amount of goodwill impairment to be recognized, if any. If the
carrying value of the reporting unit's goodwill exceeded the implied fair value
of the goodwill, an impairment loss is recognized in the amount of that excess,
not to exceed the carrying amount of goodwill. See Note 1 - Summary of
Significant Accounting Policies in Notes to our Consolidated Financial
Statements for further information.

Intangible assets represent trademarks, customer agreements and patents related
to our brands. Finite-lived intangible assets are amortized on a straight-line
basis over the estimated useful lives of the assets. Indefinite-lived intangible
assets are not amortized, but instead are subject to impairment evaluation. This
test is performed as of the last day in November, or more frequently if we
believe indicators of impairment might exist through the use of discounted cash
flow models. Assumptions used in our discounted cash flow models include: (i)
discount rates; (ii) projected annual revenue growth rates; and (iii) projected
long-term growth rates. Our estimates also factor in economic conditions and
expectations of management, which may change in the future based on
period-specific facts and circumstances. Other intangibles with determinable
lives, including certain trademarks, customer agreements and patents, are
evaluated for the possibility of impairment when certain indicators are present,
and are otherwise amortized on a straight-line basis over the estimated useful
lives of the assets (currently ranging from 3 to 20 years).

When conducting our impairment assessment of indefinite-lived intangible assets,
we initially perform a qualitative evaluation of whether it is more likely than
not that the asset is impaired. If it is determined by a qualitative evaluation
that it is more likely than not that the asset is impaired, we then test the
asset for recoverability. Recoverability of assets to be held and used is
measured by a comparison of the carrying amount of the asset to its future
discounted net cash flows. If the carrying amount of such assets are considered
to be impaired, the impairment to be recognized is measured by the amount by
which the carrying amount of the assets exceeds the fair value of the assets.

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Management's Discussion and Analysis of Financial Condition and Results of Operations

CRITICAL ACCOUNTING ESTIMATES (CONTINUED)

Income Taxes



We account for income taxes using the asset and liability approach. This
approach requires the recognition of current tax assets or liabilities for the
amounts refundable or payable on tax returns for the current year, as well as
the recognition of deferred tax assets or liabilities for the expected future
tax consequences of temporary differences that can arise between (a) the amount
of taxable income and pretax financial income for a year, such as from net
operating loss carryforwards and other tax credits, and (b) the tax bases of
assets or liabilities and their reported amounts in the Consolidated Financial
Statements. Deferred tax assets and liabilities are measured using enacted tax
rates. The impact on deferred tax assets and liabilities of changes in tax rates
and laws, if any, is reflected in the Consolidated Financial Statements in the
period enacted. Further, we evaluate the likelihood of realizing a benefit from
our deferred tax assets by estimating future sources of taxable income and the
impact of tax planning strategies. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more likely than
not that some portion, or all, of the deferred tax assets will not be realized.
The valuation of deferred tax assets requires judgment in assessing the likely
future tax consequences of events that have been recognized in our consolidated
financial statements or tax returns and future profitability. Changes in
estimates, due to unanticipated events or otherwise, could have a material
effect on our financial condition and results of operations. We continually
evaluate our deferred tax assets to determine if a valuation allowance is
required.

When tax returns are filed, it is highly certain that some positions taken would
be sustained upon examination by the taxing authorities, while other positions
are subject to uncertainty about the merits of the position taken or the amount
of the position that would be ultimately sustained. The benefit of a tax
position is recognized in the consolidated financial statements in the period
during which, based on all available evidence, management believes it is more
likely than not that the position will be sustained upon examination, including
the resolution of appeals or litigation processes, if any. Tax positions taken
are not offset or aggregated with other positions. Tax positions that meet the
more likely than not recognition threshold are measured as the largest amount of
tax benefit that is more than 50% likely of being realized upon settlement with
the applicable taxing authority. The portion of the benefits associated with tax
positions taken that exceeds the amount measured as described above is reflected
as a liability for unrecognized tax benefits in the accompanying consolidated
balance sheets along with any associated interest and penalties that would be
payable to the taxing authorities upon examination. Interest and penalties
associated with unrecognized tax benefits are classified as income taxes in the
consolidated statements of operations and comprehensive (loss) income.

OVERVIEW

During 2022, significant factors that impacted our results of operations were the:

? Jackson Gear Company business acquisition in early 2022.

? Economic uncertainty negatively impacted revenue and income, especially in the

non-industrial sectors.

? Increased raw material costs negatively impacted gross margin, especially

during the first half of 2022.

? Weak customer mix and an increase of obsolete and slow-moving inventory charges


   at Hy-Tech, which negatively impacted its gross margin.


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Management's Discussion and Analysis of Financial Condition and Results of Operations



TRENDS AND UNCERTAINTIES

INTERNATIONAL SUPPLY CHAIN

During the third and fourth quarters of 2021, and early 2022, we encountered
severe delays in receiving inventory from our Asian suppliers, which led to
intermittent shortages of inventory, however, delays begun to ease somewhat
during the latter portion of 2022. Our ocean freight costs, which increased in
some cases five-fold during the latter half of 2021 and for much of 2022, have
also begun to decline, but are still well in excess of pre-pandemic levels. As a
result, we incurred higher costs and delayed deliveries for much of 2022.
Further, we believe the following factors negatively impacted our 2022 results:

 ? Increased price of fuel;

? Shortage of shipping containers;

? Congestion at the ports in Asia and the United States.




At the present time, we believe that some or all of the above-mentioned supply
chain disruptions will likely continue for some time in fiscal 2023. While we
believe that most of the related costs associated with the issues discussed
above have been factored into our selling price, there is no assurance that we
will be able to pass through any future additional direct costs or costs
incurred related to our international supply chain issues in the future.

DOMESTIC TRANSPORTATION COSTS



For much of fiscal 2022, due to the shortage of vehicle operators in the U.S.,
we often encountered difficulty in moving goods from the ports of entry to our
facilities, as well as arranging for shipments to deliver to our customers.
Additionally, we have encountered increases in the costs for these
transportation services. It is unclear when or if this situation will abate. As
such, these issues will likely affect the Company for the foreseeable future
impacting our overall margins and possibly depressing sales.

IMPACT OF INFLATION/GEOPOLITICAL ISSUES


Increasing prices, most notably in freight/transportation, the cost of raw
materials and labor had a material effect on our results of operations during
2022. We believe that the current and projected levels of inflation, as well a
fear of a possible economic recession will continue to adversely impact our
operating costs. As such, at the present time, we are unable to reasonably
estimate the impact these issues will have on our results of operations for the
foreseeable future.

During 2022, we do not believe we were directly materially impacted by the Russia-Ukraine conflict, however we cannot predict what impact this conflict may have on our results in the future.

BOEING


The Federal Aviation Administration ("FAA") and the European Union Aviation
Safety Agency ("EASA") have lifted the grounding of the 737 MAX, which enabled
the aircraft to return to service in 2021. China, a large market for this
aircraft, had grounded all 737 MAX aircraft beginning in March 2019, permitted a
737 MAX aircraft to make its first passenger flight in January 2023. Boeing is
currently holding completed 737 MAX aircraft destined for Chinese carriers.
However, we believe that in spite of the recent positive developments,
production at Boeing of its 737 MAX aircraft is likely to remain below the
production levels that existed prior to the grounding of certain Boeing aircraft
and the COVID-19 pandemic for at least the next several quarters.

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Management's Discussion and Analysis of Financial Condition and Results of Operations

TRENDS AND UNCERTAINTIES - Continued

TECHNOLOGIES



We believe that over time, several newer technologies and features will have a
greater effect on the market for our traditional pneumatic tool offerings. So
far, the greatest impact has been on the automotive aftermarket with the advent
of advanced cordless operated tools. Currently, we do not offer a cordless tool
to the automotive aftermarket. However, with respect to the industrial market,
we have developed for one of our largest OEM customers a tool mechanism that is
incorporated into a major line of their cordless power tools. These tools have
been in full production with our supplied system for several years and our sales
of this product have continued to grow over that time. We continue to analyze
the practicality of developing or incorporating newer technologies in our tool
platforms for other markets as well. This includes adding our internally
developed mechanisms to existing cordless power sources as well as producing
complete cordless tool systems.

OTHER MATTERS



Other than the trends and uncertainties mentioned above, or matters that may be
discussed below, there are no major trends or uncertainties that had, or we
could reasonably expect to have a material impact on our revenue and operations,
nor was there any unusual or infrequent event, transaction or any significant
economic change that materially affected our results of operations.

Unless otherwise discussed elsewhere in the Management's Discussion and Analysis of Financial Condition and Results of Operations, we believe that our relationships with our key customers and suppliers remain satisfactory.



RESULTS OF OPERATIONS

2022 compared to 2021

REVENUE

The tables set forth below provide an analysis of our revenue for the years ended December 31, 2022, and 2021.



Consolidated

                                                            Year Ended December 31,
                                          2022                          2021                 Increase (decrease)
                                               Percent of                    Percent of
                                 Revenue        revenue        Revenue        revenue            $             %

Florida Pneumatic              $ 41,398,000          70.1 %  $ 41,488,000
       77.5 %  $     (90,000)    (0.2) %
Hy-Tech                          17,643,000          29.9      12,066,000          22.5         5,577,000     46.2
Total                          $ 59,041,000         100.0 %  $ 53,554,000         100.0 %  $    5,487,000     10.2 %


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Management's Discussion and Analysis of Financial Condition and Results of Operations

RESULTS OF OPERATIONS Continued

REVENUE - (Continued)

Florida Pneumatic



Florida Pneumatic markets its air tool products to four primary sectors within
the pneumatic tool market; Automotive, Retail, Aerospace, and Industrial. It
also generates revenue from its Berkley products line, as well as a line of air
filters and other OEM parts ("Other").

                                           Year Ended December 31,
                         2022                          2021                 Increase (decrease)
                              Percent of                    Percent of
                Revenue        revenue        Revenue        revenue             $           %
Automotive    $ 13,699,000          33.1 %  $ 14,543,000          35.1 %  $   (844,000)     (5.8) %
Retail          12,523,000          30.3      13,995,000          33.7      (1,472,000)    (10.5)
Aerospace        8,658,000          20.9       7,184,000          17.3        1,474,000      20.5
Industrial       5,958,000          14.4       5,289,000          12.7          669,000      12.6
Other              560,000           1.3         477,000           1.2           83,000      17.4
Total         $ 41,398,000         100.0 %  $ 41,488,000         100.0 %  $    (90,000)     (0.2) %


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Management's Discussion and Analysis of Financial Condition and Results of Operations

RESULTS OF OPERATIONS Continued

REVENUE - (Continued)


Florida Pneumatic's full year 2022 revenue is slightly less ($90,000) than the
prior year. Its 2022 Retail revenue declined 10.5%, when comparing the fiscal
2022 to the prior year. This decline was driven by several factors, including:
a) sluggishness in consumer demand at The Home Depot ("THD"), most notably
occurring during the fourth quarter of 2022, as we believe rising interest rates
and the general economy softness; b) lower sales of certain tools that enjoyed
higher than usual volume during 2021, such as spray guns, which are used to
combat the COVID-19 virus, and c) an effort by THD to lower its own inventory
levels. 2022 Automotive revenue also declined when compared to 2021. The primary
factors for the 5.8% reduction, were weak consumer demand occurring in the
United States and, to a lesser extent, in Europe. Further, we believe this
weakness in demand for our AIRCAT line of automotive products similar to the
decline in Retail revenue, was driven by global rising interest rates and
slowing economies. Both the above product lines are affected by the consumer
market. Partially offsetting the above declines was a 20.5% increase in Florida
Pneumatics' higher gross margin, Jiffy product line. The key factor driving this
increase throughout the year was stronger demand in 2022 from both the
commercial and military sectors. Most of the Aerospace revenue is attributable
to Jiffy Air Tool. Lastly, Florida Pneumatic's Industrial revenue continued its
growth during 2022 that commenced in the latter half of 2021. Its 2022 revenue
increased 12.6% over 2021, which increased 51.9% over 2020. The primary factors
driving this growth are an improved supply chain and increased demand in the
foundry, metal fabrication, manufacturing, and assembly sectors.

Hy-Tech



Hy-Tech designs, manufactures, and sells a wide range of industrial products
which are categorized as ATP for reporting purposes. In addition to Engineered
Solutions, products and components manufactured for other companies under their
brands are included in the OEM category in the table below. PTG revenue is
comprised of products manufactured and sold by Hy-Tech's gear business. NUMATX,
Thaxton and other peripheral product lines, such as general machining, are
reported as Other.

                                      Year Ended December 31,
                    2022                          2021                 Increase (decrease)
                         Percent of                    Percent of
           Revenue        revenue        Revenue        revenue            $             %
OEM      $  8,688,000          49.2 %  $  5,842,000          48.4 %  $    2,846,000     48.7 %
PTG         5,602,000          31.8       2,846,000          23.6         2,756,000     96.8
ATP         2,850,000          16.2       3,024,000          25.1         (174,000)    (5.8)
Other         503,000           2.8         354,000           2.9           149,000     42.1
Total    $ 17,643,000         100.0 %  $ 12,066,000         100.0 %  $    5,577,000     46.2 %


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Management's Discussion and Analysis of Financial Condition and Results of Operations

RESULTS OF OPERATIONS - Continued

REVENUE - (Continued)



A key factor driving the 46.2% increase in Hy-Tech's fiscal 2022 revenue,
compared to the prior year was the acquisition of JGC that occurred in January
2022, which significantly contributed to the PTG revenue improvement of 96.8%,
or more than $2,750,000. (See Note 2- Acquisition, for further discussion
related to this acquisition). Additionally, Hy-Tech's OEM revenue increased
48.7% over the prior year. This improvement is due primarily to increased
shipments to a major OEM customer, and to a lesser extent, improved general
market conditions in 2022, compared to 2021 during which Hy-Tech was impacted by
the slowdown caused by the COVID global pandemic. The gross profit generated
from the shipments to this OEM customer is less than historical OEM gross
profit. The key factor for the increase in Hy-Tech's Other revenue was a large
one-time order for its Thaxton products. The decline (5.8%) in ATP revenue was
driven by two factors; first, Hy-Tech's ATP products continue to be
price-challenged by off-shore suppliers, and second, the Company's decision in
2021 to focus more of its design and marketing efforts on its OEM suite of

products.

GROSS MARGIN

                                                   Year Ended December 31,              Increase
                                                     2022            2021          Amount            %
Florida Pneumatic                                $ 16,484,000    $ 15,274,000    $ 1,210,000         7.9 %
As percent of respective revenue                         39.8 %          36.8 %          3.0 % pts
Hy-Tech                                          $  2,455,000    $  2,073,000    $   382,000        18.4 %
As percent of respective revenue                         13.9 %          17.2 %        (3.3) % pts
Total Tools                                      $ 18,939,000    $ 17,347,000    $ 1,592,000         9.2 %
As percent of respective revenue                         32.1 %          

32.4 % (0.3) % pts




Florida Pneumatic's Aerospace revenue generates stronger margins than its other
product lines. Aerospace revenue increased as a percentage of Florida
Pneumatic's revenue, which in turn was a major factor in the improved gross
margin. The vast majority of Florida Pneumatic's Aerospace revenue is generated
through the sale of the JIFFY product line. Additionally, other factors that
contributed to Florida Pneumatic's 300 basis point improvement were, its ability
during fiscal 2022 to pass through some of the increases it incurred in ocean
and domestic freight costs, as well as favorable foreign exchange rates, mostly
related to the Taiwanese dollar. It should be noted that Florida Pneumatic's
ocean freight costs, particularly during the second half of 2021 through
mid-2022 increased approximately five-fold, when compared to pre-pandemic rates.
Our ocean freight costs have declined somewhat during the second half of 2022,
but still remain above pre-pandemic levels. These improvements to gross margin
were partially offset by increased warranty costs related to The Home Depot.
Warranty costs lag in relation to shipments. As such, we believe these costs
will decline over time.

Hy-Tech manufactures most of its products. Its gross margin is significantly
affected by customer/product mix. Specifically, its largest OEM customers
generates lower than average gross margin. We are continuing to increase prices
and reduce manufacturing costs without jeopardizing the relationship with this
major customer. Additionally, factors such as absorption of manufacturing
overhead, raw material pricing, third-party costs, and the supply chain issues
have affected its overall gross margin. Specifically, during 2022, Hy-Tech has
encountered higher raw material, freight, and outside third-party vendor costs,
all adversely affecting its gross margin in 2022. Further, during the latter
portion of 2022 as Hy-Tech realigned its marketing and sales strategy, it
determined that certain customers and products would no longer be serviced. As a
result, Hy-Tech incurred an excess charge relating to obsolete, slow-moving
inventory ("OSMI"). Further, Hy-Tech's total gross margin was impacted by weak
overhead absorption at its Punxsutawney, PA. facility, due primarily to
integration issues of the Jackson Gear Company acquisition that occurred during
the first quarter of 2022. We believe these issues will be corrected during the
second quarter of 2023.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES


Selling, general and administrative expenses ("SG&A") include salaries and
related costs, commissions, travel, administrative facilities, communications
costs and promotional expenses for our direct sales and marketing staff,
administrative and executive salaries, and related benefits, legal, accounting,
and other professional fees as well as general corporate overhead and certain
engineering expenses.

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Management's Discussion and Analysis of Financial Condition and Results of Operations

RESULTS OF OPERATIONS - Continued

REVENUE - (Continued)

Our SG&A expenses during 2022 were $20,373,000, compared to $19,856,000, in 2021. Significant factors that contributed to the net change include:

Compensation expenses increased $676,000. Compensation expense is comprised of

base salaries and wages, accrued performance-based bonus incentives and

associated payroll taxes and employee benefits. Several factors contributed to

i) this increase, among them the staffing added in connection with the JGC

acquisition, increased wages primarily related to retention incentives and


    annual wage adjustments and increases in company-wide
    bonus/incentive/performance accruals.

Professional fees and expenses increased $305,000, due primarily to legal,

accounting, and other fees incurred in connection with the JGC acquisition.

ii) Other expenses that contributed to the increase in professional fees included

ongoing cyber security/prevention costs, recruitment fees and legal fees

associated with regulatory initiatives.

Bad debt expense increased $96,000, when comparing 2022 to 2021. During the

iii) fourth quarter of 2022, we made several attempts to resolve and collect past

due invoices from one customer, to no avail. It is extremely unlikely that

we will be able to collect from this customer.

Our depreciation and amortization increased $94,000 as the result of

iv) additional equipment purchased throughout the year and equipment and

intangible assets acquired in connection with the Jackson Gear Company

acquisition.

v) Temporary labor and stock-based compensation expense increased $35,000 and

$36,000, respectively.

Our variable expenses decreased $499,000. Driving this decline were

vi) significantly lower advertising costs at Florida Pneumatic, caused by a


     change in a distribution channel strategy.


Our computer-related expenses declined $280,000. During the second quarter

vii) of 2021, we incurred approximately $288,000 in costs related to the May 2021

ransomware attack at our Florida Pneumatic subsidiary, where no such costs

were incurred during 2022.

IMPAIRMENT OF ASSETS

During 2022 and 2021, we reduced by $48,000 and $88,000, respectively, the carrying value of certain not-in-use fixed assets to their fair value.



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Management's Discussion and Analysis of Financial Condition and Results of Operations

RESULTS OF OPERATIONS - Continued

REVENUE - (Continued)

OTHER INCOME



In accordance with current accounting guidance, we recorded a gain of $19,000
during the fourth quarter of 2022 related to the early termination of a real
property lease.

In December 2021, we completed the process of determining and verifying our
eligibility and amount of payroll tax credits known as the Employee Retention
Credit ("ERC"). This resulted in filing certain amended payroll tax forms,
which, in the aggregate, totaled $2,028,000 of payroll tax credits. During 2022,
we received approximately $112,000 of the ERC. In January 2023, we received
approximately $1,677,000 of the ERC. The ERC is subject to federal and local
tax. Pursuant to the Coronavirus Aid, Relief, and Economic Security Act ("CARES
Act"), on April 20, 2020, we received a Paycheck Protection Program ("PPP")
loan, in the amount of $2,929,000. Under the terms of the CARES Act, as amended,
we were eligible to apply for forgiveness for all or a portion of the PPP loan.
In February 2021, we filed an application for forgiveness with the lender, who
approved this submission and submitted the application for forgiveness to the
SBA. On June 9, 2021, we were advised that the SBA had approved our PPP loan
forgiveness application. Accordingly, the lender applied the funds it received
from the SBA and paid off PPP loan principal and interest in full.  In
accordance with accounting guidance, this forgiveness of debt and related
accrued interest was accounted for as Other Income and Interest Expense - Net,
in 2021, and was not considered as taxable income.

INTEREST EXPENSE - NET

                                                   Year Ended December 31,       (increase) decrease
                                                     2022            2021         Amount          %
Interest expense attributable to:
Short-term borrowings                            $    353,000     $   47,000    $ (306,000)    (651.1) %
PPP loan                                                    -       (18,000)       (18,000)    (100.0)
Amortization expense of debt issue costs               16,000         16,000              -          -
Other                                                 (6,000)              -          6,000         NA

Total                                            $    363,000     $   45,000    $ (318,000)    (706.7) %


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Management's Discussion and Analysis of Financial Condition and Results of Operations

RESULTS OF OPERATIONS - Continued



The most significant factor causing the increase in our short-term borrowings
interest expense was the growth in the prime rate during 2022. The Applicable
Margin, as defined in our Credit Agreement during fiscal 2022 ranged from 1.5%
to 2.10% applied to LIBOR /SOFR borrowings and from 0.50% to 1.60% applied to
Base rate borrowings. The interest charged on Base rate borrowings, (effectively
borrowings at Prime rate) before adding Applicable Margin increased from 3.25%
in January 2022 to 7.50% at December 31, 2022. Further, the interest rate before
the Applicable Margin for LIBOR / SOFR term borrowings increased from an average
of 1.61% in January 2022 to an average of 6.20% for borrowing in December 2022.
Our average monthly borrowings under the Credit Facility during fiscal 2022
ranged from $7,852,000 to $12,654,000. The average monthly short-term borrowing
during fiscal 2022 was $9,845,000, compared to $2,686,000 during the prior year.
The increase was driven by the Jackson Gear Company business acquisition in
January 2022 (See Note 2). Additional working capital needs are due to the
anticipated growth, and a roll-out of a tools program to our retail customer.
Our Revolver borrowings increased significantly in the first half of 2022 and
began to decline during the second half of 2022. At December 31, 2022 our
borrowing under the Credit Facility was net $7,570,000. (See Liquidity and
Capital Resources for further discussion).

The amortization expense is related to the debt issue costs associated with amendments to our banking facility.

Lastly, Other relates to interest income in connection with Tax refunds received in fiscal 2022.



INCOME TAX EXPENSE

The benefit from income taxes was $376,000 in 2022, compared to $2,000 in 2021.
Significant factors impacting the 2022 net effective tax benefit rate were
non-deductible permanent differences, and state and local taxes. The net
effective tax benefit for 2022 was (20.3%). See Note 11- Income Taxes to our
Consolidated Financial Statements for further discussion.

LIQUIDITY AND CAPITAL RESOURCES

We monitor such metrics as days sales outstanding, inventory requirements, accounts payable and capital expenditures to project liquidity needs, as well as evaluate return on assets. Our primary source of funds is our Revolver Loan ("Revolver") with our bank.

We gauge our liquidity and financial stability by various measurements, some of which are shown in the following table:



                                December 31,
                            2022            2021

Working capital         $ 20,838,000    $ 24,598,000
Current ratio              2.44 to 1       3.04 to 1
Shareholders' equity    $ 41,956,000    $ 43,840,000


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Management's Discussion and Analysis of Financial Condition and Results of Operations

Credit Facility



Currently our Credit Facility, which is discussed in detail in Note 7 - Debt, is
the primary source of funding our operations. Further, this Credit Facility was
amended in March 2023. See Note - 13 - Subsequent events for further discussion.

Additionally, should the need arise whereby the current Credit Facility is insufficient; we could obtain additional funds based on the value of our real property.



Cash Flows

For the year ended December 31, 2022, cash provided by operating activities was
$3,288,000, compared to cash used in operating activities for the year ended
December 31, 2021, of $4,149,000. At December 31, 2022, our consolidated cash
balance was $667,000, compared to $539,000 at December 31, 2021. Cash at our UAT
subsidiary on December 31, 2022, and 2021 was $49,500 and $190,000,
respectively. We operate under the terms and conditions of the Credit Agreement.
As a result, all domestic cash receipts are remitted to Capital One lockboxes.

Our total debt to total book capitalization (total debt divided by total debt
plus equity) on December 31, 2022, was 15.3%, compared to 11.6% on December 31,
2021.

Capital spending during the year ended December 31, 2022, was $2,374,000,
compared to $642,000 in 2021. Capital expenditures currently planned for 2023
are approximately $2,600,000 which we expect will be financed through the Credit
Facility. The major portion of these planned capital expenditures will be for
new metal cutting equipment, tooling and information technology hardware and
software.

Our liquidity and capital is primarily sourced from our credit facility,
described in Note 7 - Debt, to our Consolidated Financial Statements, and cash
provided by operations. At December 31, 2022, we had $7,678,000 available to us
from the revolver portion of the credit facility.

For the year ended December 31, 2022, we had $7,235,000 of open purchase order commitments, compared to $16,331,000 at December 31, 2021.

Customer concentration



During 2022, we had one customer that accounted for 21.2% of our consolidated
revenue, compared to 26.1% in 2021. Further, accounts receivable on December 31,
2022, and 2021 due from this customer were 24.3% and 35.9%, respectively, of
total accounts receivable.

IMPACT OF INFLATION

During 2022, with respect to our cost of inventory, we encountered price
increases in raw materials, imported parts and tools, ocean freight and labor.
It is difficult to accurately determine what portion of these increases are
attributable to inflation. During the latter half of fiscal 2022, we were able
to begin to successfully pass through most of the above-mentioned price
increases. We intend to continue to actively manage the impact of inflation on
our results of operations, however, we cannot reasonably estimate possible
future impacts at this time. See ITEM 1A -Risk Factors

Recently Adopted Accounting Pronouncements


Please refer to Note 1, Summary of Significant Accounting Policies, to the Notes
to Consolidated Financial Statements included elsewhere in this report for a
discussion of recently adopted accounting pronouncements and new accounting
pronouncements that may impact us.

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