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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
June 30, 2022
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From ________ to _________

Commission File Number 001-36378

PROFIRE ENERGY, INC.
(Exact name of registrant as specified in its charter)
Nevada
20-0019425
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
321 South 1250 West, Suite 1
Lindon, Utah
84042
(Address of principal executive offices)
(Zip Code)

(801) 796-5127
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes ☒   No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒   No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Accelerated Filer ☐
Non-accelerated filer
Smaller reporting company
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. ☐
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)  Yes      No ☒

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common, $0.001 Par ValuePFIENASDAQ

As of August 3, 2022, the registrant had 52,071,283 shares of common stock issued and 47,033,153 shares of common stock outstanding, par value $0.001.



PROFIRE ENERGY, INC.
FORM 10-Q
TABLE OF CONTENTS
Page
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)
Condensed Consolidated Statements of Stockholders' Equity (Unaudited)
Condensed Consolidated Statements of Cash Flows (Unaudited)
Notes to the Condensed Consolidated Financial Statements (Unaudited)
Item 2.  Management's Discussion and Analysis of Financial Condition And Results of Operations
Item 3.  Quantitative and Qualitative Disclosure about Market Risk
Item 4.  Controls and Procedures
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
Item 1A.  Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6.  Exhibits
Signatures




PART I. FINANCIAL INFORMATION
Item 1 Financial Information
PROFIRE ENERGY, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
As of
June 30, 2022December 31, 2021
ASSETS(Unaudited)
CURRENT ASSETS
Cash and cash equivalents$7,418,827 $8,188,270 
Short-term investments463,027 1,013,683 
Accounts receivable, net7,311,562 6,262,799 
Inventories, net (note 3)9,256,684 7,185,248 
Prepaid expenses and other current assets (note 4)1,156,314 1,025,276 
Income tax receivable25,994 560,445 
Total Current Assets25,632,408 24,235,721 
LONG-TERM ASSETS
Net deferred tax asset160,877 163,254 
Long-term investments8,619,410 8,259,809 
Financing right-of-use asset146,100 65,280 
Property and equipment, net10,799,084 11,185,539 
Intangible assets, net1,438,467 1,549,138 
Goodwill2,579,381 2,579,381 
Total Long-Term Assets23,743,319 23,802,401 
TOTAL ASSETS$49,375,727 $48,038,122 
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable$2,945,957 $1,822,559 
Accrued liabilities (note 5)2,322,683 1,872,348 
Current financing lease liability (note 6)53,269 30,214 
Total Current Liabilities5,321,909 3,725,121 
LONG-TERM LIABILITIES
Net deferred income tax liability135,698 136,106 
Long-term financing lease liability (note 6)94,958 35,912 
TOTAL LIABILITIES5,552,565 3,897,139 
STOCKHOLDERS' EQUITY (note 7)
Preferred stock: $0.001 par value, 10,000,000 shares authorized: no shares issued or outstanding
  
Common stock: $0.001 par value, 100,000,000 shares authorized: 52,071,283 issued and 47,033,153 outstanding at June 30, 2022, and 51,720,142 issued and 47,643,233 outstanding at December 31, 2021
52,072 51,720 
Treasury stock, at cost(7,336,323)(6,107,593)
Additional paid-in capital31,371,682 30,819,394 
Accumulated other comprehensive loss(2,654,188)(2,100,467)
Retained earnings22,389,919 21,477,929 
TOTAL STOCKHOLDERS' EQUITY43,823,162 44,140,983 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$49,375,727 $48,038,122 

The accompanying notes are an integral part of these condensed consolidated financial statements.
3


PROFIRE ENERGY, INC. AND SUBSIDIARIES     
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
(Unaudited)     
For the Three Months Ended June 30,For the Six Months Ended June 30,
2022202120222021
REVENUES (note 8)
Sales of products, net$8,860,682 $5,374,539 $17,739,105 $10,032,074 
Sales of services, net772,465 659,744 1,397,182 1,094,558 
Total Revenues9,633,147 6,034,283 19,136,287 11,126,632 
COST OF SALES
Cost of sales - product4,530,065 2,910,879 8,912,764 5,448,513 
Cost of sales - services699,937 465,672 1,263,674 845,700 
Total Cost of Sales5,230,002 3,376,551 10,176,438 6,294,213 
GROSS PROFIT4,403,145 2,657,732 8,959,849 4,832,419 
OPERATING EXPENSES
General and administrative3,786,561 2,783,872 7,178,938 5,338,408 
Research and development362,197 301,445 670,512 558,336 
Depreciation and amortization159,580 166,852 326,597 334,337 
Total Operating Expenses4,308,338 3,252,169 8,176,047 6,231,081 
INCOME (LOSS) FROM OPERATIONS94,807 (594,437)783,802 (1,398,662)
OTHER INCOME (EXPENSE)
Gain on sale of property and equipment214,841 38,492 310,683 112,393 
Other income (expense)(17,949)4,836 (36,728)4,739 
Interest income20,307 28,569 41,852 49,631 
Total Other Income217,199 71,897 315,807 166,763 
INCOME (LOSS) BEFORE INCOME TAXES312,006 (522,540)1,099,609 (1,231,899)
INCOME TAX BENEFIT (EXPENSE)(27,177)125,374 (187,619)233,233 
NET INCOME (LOSS)$284,829 $(397,166)$911,990 $(998,666)
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation gain (loss)$(290,291)$163,485 $(131,933)$303,091 
Unrealized gains (losses) on investments(134,662)55,529 (421,788)47,555 
Total Other Comprehensive Income (Loss)(424,953)219,014 (553,721)350,646 
COMPREHENSIVE INCOME (LOSS)$(140,124)$(178,152)$358,269 $(648,020)
BASIC EARNINGS (LOSS) PER SHARE$0.01 $(0.01)$0.02 $(0.02)
FULLY DILUTED EARNINGS (LOSS) PER SHARE$0.01 $(0.01)$0.02 $(0.02)
BASIC WEIGHTED AVG NUMBER OF SHARES OUTSTANDING47,092,275 48,054,136 47,285,782 48,022,295 
FULLY DILUTED WEIGHTED AVG NUMBER OF SHARES OUTSTANDING48,699,208 48,054,136 48,865,186 48,022,295 

The accompanying notes are an integral part of these condensed consolidated financial statements.
4


PROFIRE ENERGY, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholders' Equity
(Unaudited)
Common StockAdditional Paid-In CapitalAccumulated Other Comprehensive Income (Loss)Treasury StockRetained EarningsTotal Stockholders' Equity
SharesAmount
Balance, December 31, 202147,643,233 $51,720 $30,819,394 $(2,100,467)$(6,107,593)$21,477,929 $44,140,983 
Stock based compensation— — 138,503— — — 138,503
Stock issued in settlement of RSUs and accrued bonuses139,894 140 212,647 — — — 212,787 
Tax withholdings paid related to stock based compensation— — (91,098)— — — (91,098)
Treasury stock repurchased(509,631)— — — (622,263)— (622,263)
Foreign currency translation— — — 158,359 — — 158,359 
Unrealized losses on investments— — — (287,126)— — (287,126)
Net income— — — — — 627,161 627,161 
Balance, March 31, 202247,273,496 $51,860 $31,079,446 $(2,229,234)$(6,729,856)$22,105,090 $44,277,306 
Stock based compensation— — 274,390 — $— — 274,390 
Stock issued in exercise of stock options27,200 $28 $21,554 $— $— $— $21,582 
Stock issued in settlement of RSUs184,047 184 (184)— — —  
Tax withholdings paid related to stock based compensation— — (3,524)— — — (3,524)
Treasury stock repurchased(451,590)$— — — (606,467)— $(606,467)
Foreign currency translation— — — (290,292)— — (290,292)
Unrealized losses on investments— — — (134,662)— — (134,662)
Net income— — — — — 284,829 284,829 
Balance, June 30, 202247,033,153 $52,072 $31,371,682 $(2,654,188)$(7,336,323)$22,389,919 $43,823,162 

The accompanying notes are an integral part of these condensed consolidated financial statements.
5


PROFIRE ENERGY, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholders' Equity (Continued)
(Unaudited)
Common StockAdditional Paid-In CapitalAccumulated Other Comprehensive Income (Loss)Treasury StockRetained EarningsTotal Stockholders' Equity
SharesAmount
Balance, December 31, 202047,972,583 $51,385 $30,293,472 $(2,148,924)$(5,353,019)$22,529,472 $45,372,386 
Stock based compensation— — 125,043— — — 125,043
Stock issued in settlement of RSUs49,113 49 (49)— — —  
Tax withholdings paid related to stock based compensation— — (26,629)— — — (26,629)
Foreign currency translation— — — 139,606 — — 139,606 
Unrealized losses on investments— — — (7,974)— — (7,974)
Net loss— — — — — (601,500)(601,500)
Balance, March 31, 202148,021,696 $51,434 $30,391,837 $(2,017,292)$(5,353,019)$21,927,972 $45,000,932 
Stock based compensation— — 207,084— — — 207,084
Stock issued in exercise of stock options— — — — 
Stock issued in settlement of RSUs217,312 217 (217)— — —  
Tax withholdings paid related to stock based compensation(16,200)(16,200)
Treasury stock repurchased— — — 
Foreign currency translation— — — 163,485 — — 163,485 
Unrealized gains on investments— — — 55,529 — — 55,529 
Net loss— — — — — (397,166)(397,166)
Balance, June 30, 202148,239,008 $51,651 $30,582,504 $(1,798,278)$(5,353,019)$21,530,806 $45,013,664 

The accompanying notes are an integral part of these condensed consolidated financial statements.
6


PROFIRE ENERGY, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
For the Six Months Ended June 30,
20222021
OPERATING ACTIVITIES
Net income (loss)$911,990 $(998,666)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization expense558,832 683,597 
Gain on sale of property and equipment(310,683)(112,393)
Bad debt expense28,474 (32,463)
Stock awards issued for services412,893 332,127 
Changes in operating assets and liabilities:
Accounts receivable(877,417)(7,313)
Income taxes receivable/payable534,456 (299,436)
Inventories(2,097,471)577,341 
Prepaid expenses and other current assets(140,352)988,464 
Deferred tax asset/liability(408)78,746 
Accounts payable and accrued liabilities1,601,376 345,818 
Net Cash Provided by Operating Activities621,690 1,555,822 
INVESTING ACTIVITIES
Proceeds from sale of property and equipment412,339 69,484 
Purchase of investments(231,032)(719,817)
Purchase of property and equipment(223,215)(93,049)
Net Cash Used in Investing Activities(41,908)(743,382)
FINANCING ACTIVITIES
Value of equity awards surrendered by employees for tax liability(93,527)(42,829)
Cash received in exercise of stock options25,106  
Purchase of treasury stock(1,228,731) 
Principal paid towards lease liability(19,787)(21,749)
Net Cash Used in Financing Activities(1,316,939)(64,578)
Effect of exchange rate changes on cash(32,286)25,201 
NET CHANGE IN CASH(769,443)773,063 
CASH AT BEGINNING OF PERIOD8,188,270 9,148,312 
CASH AT END OF PERIOD$7,418,827 $9,921,375 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH PAID FOR:
Interest$1,253 $2,353 
Income taxes$21,000 $17,150 
NON-CASH FINANCING AND INVESTING ACTIVITIES
Common stock issued in settlement of accrued bonuses$212,787 $ 

The accompanying notes are an integral part of these condensed consolidated financial statements.
7

PROFIRE ENERGY, INC. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements (Unaudited)
For the six months ended June 30, 2022 and 2021


NOTE 1 - CONDENSED FINANCIAL STATEMENTS

Except where the context otherwise requires, all references herein to the "Company," "Profire," "we," "us," "our," or similar words and phrases are to Profire Energy, Inc. and its wholly owned subsidiaries, taken together.

The accompanying consolidated financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, stockholders' equity, and cash flows at June 30, 2022 and for all periods presented herein have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the Company's audited financial statements contained in its annual report on Form 10-K for the year ended December 31, 2021 ("Form 10-K").  The results of operations for the three and six-month periods ended June 30, 2022 and 2021 are not necessarily indicative of the operating results for the full years.

NOTE 2 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Line of Business

This Organization and Summary of Significant Accounting Policies of the Company is presented to assist in understanding the Company's condensed consolidated financial statements. The Company's accounting policies conform to "US GAAP."

The Company provides burner-management products, solutions and services primarily for the oil and gas industry within the US and Canadian markets. The Company has begun expanding outside of these markets to other international locations and into other industries with burner management requirements.

Significant Accounting Policies

There have been no changes to the significant accounting policies of the Company from the information provided in Note 1 of the notes to the consolidated financial statements in the Company's most recent Form 10-K.

Recent Accounting Pronouncements

The Company has evaluated all recent accounting pronouncements and determined that the adoption of pronouncements applicable to the Company has not had or is not expected to have a material impact on the Company's financial position, results of operations or cash flows.

NOTE 3 – INVENTORIES

Inventories consisted of the following at each balance sheet date:
As of
June 30, 2022December 31, 2021
Raw materials$265,354 $301,320 
Finished goods9,443,205 7,556,048 
Subtotal9,708,559 7,857,368 
Reserve for obsolescence(451,875)(672,120)
Total$9,256,684 $7,185,248 

The accompanying notes are an integral part of these condensed consolidated financial statements.
8

PROFIRE ENERGY, INC. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
For the six months ended June 30, 2022 and 2021
NOTE 4 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consisted of the following at each balance sheet date:
 As of
 June 30, 2022December 31, 2021
Prepaid inventory627,188 530,725 
Prepaid insurance102,747 228,849 
Interest receivables54,775 63,841 
Tax credits183,426  
Other188,178 201,861 
Total$1,156,314 $1,025,276 


NOTE 5 – ACCRUED LIABILITIES

Accrued liabilities consisted of the following at each balance sheet date:
 As of
 June 30, 2022December 31, 2021
Employee-related payables$1,563,981 $1,621,131 
Deferred revenue204,257 817 
Inventory-related payables312,998 67,027 
Tax-related payables38,011 37,880 
Warranty liabilities55,376 49,624 
Other148,060 95,869 
Total$2,322,683 $1,872,348 

NOTE 6 – LEASES

We have leases for office equipment and office space. The leases for office equipment are classified as financing leases and the typical term is 36 months. We have the option to extend most office equipment leases, but we do not intend to do so. Accordingly, no extensions have been recognized in the right-of-use asset or lease liability. The office equipment lease payments are not variable, and the lease agreements do not include any non-lease components, residual value guarantees, or restrictions. There are no interest rates implicit in the office equipment lease agreements, so we have used our incremental borrowing rate to determine the discount rate to be applied to our financing leases for purposes of determining our lease liabilities. The weighted average discount rate applied to our financing leases is 4.50% and the weighted average remaining lease term is 3.8 years.

The following table shows the components of financing lease cost:
For the Three Months Ended June 30,For the Six Months Ended June 30,
Financing Lease Cost2022202120222021
Amortization of right-of-use assets$8,651 $10,211 $21,068 $21,203 
Interest on lease liabilities556 417 1,252 2,353 
Total financing lease cost$9,207 $10,628 $22,320 $23,556 


9

PROFIRE ENERGY, INC. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
For the six months ended June 30, 2022 and 2021
The Company leases one warehouse space with a two-year lease, which is recorded as an operating lease. The remainder of our office space leases are considered to be short-term, and we have elected not to recognize those on our balance sheet under the short-term recognition exemption. Operating lease expense recognized during the three and six months ended June 30, 2022 and June 30, 2021, was $16,261 and $36,914, and $19,000 and $35,263, respectively.

Supplemental operating lease information as of June 30, 2022 is as follows:

Operating right of use assets$48,574 
Current operating lease liabilities24,821 
Long-term operating lease liabilities23,753 
Weighted-average remaining lease term in years2.0
Weighted-average discount rate4.5 %

As of June 30, 2022, maturities of lease liabilities are as follows:
Years ending December 31,Amount
2022$28,959 
202357,919 
202440,886 
202511,927 
202611,927 
Thereafter7,520 
Total future minimum lease payments$159,138 
Less: Amount representing interest10,911 
Present value of future payments$148,227 
Current portion$53,269 
Long-term portion$94,958 



NOTE 7 – STOCKHOLDERS' EQUITY

As of June 30, 2022, and December 31, 2021, the Company held 5,038,130 and 4,076,909 shares of its common stock in treasury at a total cost of $7,336,323 and $6,107,593, respectively.

On September 15, 2021, the Board of Directors of the Company (the "Board") authorized a share repurchase program allowing the Company to repurchase up to $2,000,000 worth of the Company’s common stock from time to time through September 30, 2022. All purchases under this program were made at the discretion of management. The size and timing of purchases were dependent on price, market and business conditions and other factors. As of June 30, 2022, the Company had spent the full allotment under the program.

As of June 30, 2022, the Company had 536,361 restricted stock units ("RSUs"), 735,512 performance-based RSUs, and 834,500 stock options outstanding with $939,917 in remaining compensation expense to be recognized over the next 1.6 years. See further details below about certain subsets of these outstanding equity-based awards.

On June 15, 2022, pursuant to the annual renewal of director compensation, the Board approved a grant of 178,623 RSUs to the Company's independent directors. Half of the RSUs vested immediately on the date of grant and the remaining 50% of the RSUs will vest on the first anniversary of the grant date or at the Company's next annual meeting of stockholders, whichever is earlier. The awards will result in total compensation expense of approximately $234,000 to be recognized over the vesting period.
10

PROFIRE ENERGY, INC. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
For the six months ended June 30, 2022 and 2021
On April 6, 2022, the Compensation Committee of the Board (The "Compensation Committee") approved the 2022 Executive Incentive Plan (the “2022 EIP”) for, Ryan W. Oviatt, the Company's Co-CEO,Co-President, and CFO, Cameron M. Tidball, the Company's Co-CEO and Co-President, and Patrick D. Fisher, the Company's Vice President of Product Development. The 2022 EIP provides for the potential award of incentive compensation to the participants based on the Company’s financial performance in fiscal 2022. If earned, the incentive compensation will be payable in cash and stock, and the stock portion of the incentive compensation is intended to constitute an award under the Company's 2014 Equity Incentive Plan, as amended (the " Plan"). In addition to the 2022 EIP, the Board also approved as a long-term incentive plan the grants of restricted stock unit awards to Messrs. Oviatt, Tidball, and Fisher pursuant to the Plan (the “2022 LTIP”).

2022 EIP

Under the terms of the 2022 EIP, each participating executive officer has been assigned a target incentive compensation amount for fiscal 2022. The target incentive compensation amount for Mr. Oviatt is $198,000, the target incentive compensation amount for Mr. Tidball is $198,000, and the target incentive compensation for Mr. Fisher is $64,750 CAD.

Participants will be eligible to receive incentive compensation based upon reaching or exceeding performance goals established by the Compensation Committee for fiscal 2022. The performance goals in the 2022 EIP are based on the Company’s total revenue, EBITDA, and a non-financial milestone relating to revenue source diversification to be determined by the Compensation Committee. Each of these performance goals will be weighted one third in calculating incentive compensation amounts.

The incentive compensation amounts earned under the 2022 EIP, if any, will be paid 50% in cash and 50% in shares of restricted stock under the Plan. In no event shall the total award exceed 200% of the target incentive compensation amount for each participant, or exceed any limitations otherwise set forth in the Plan. The actual incentive compensation amounts, if any, will be determined by the Compensation Committee upon the completion of fiscal 2022 and paid by March 15, 2023, subject to all applicable tax withholding.

2022 LTIP

The 2022 LTIP consists of total awards of up to 230,232 RSUs to Mr. Oviatt, up to 230,232 RSUs to Mr. Tidball, and up to 43,023 RSUs to Mr. Fisher, pursuant to two separate restricted stock unit award agreements (collectively, the “2022 LTIP Restricted Stock Unit Award Agreements”) entered into between the Company and each participant. One such agreement covers the 33% of each award recipient’s RSUs that are subject to time-based vesting, and the other such agreement covers the remaining 67% of such award recipient’s RSUs that may vest based on performance metrics. Upon vesting, the award agreements entitle the award recipients to receive one share of the Company’s common stock for each vested unit. The vesting period of the 2022 LTIP began on January 1, 2022 and terminates on December 31, 2024 (the “2022 LTIP Performance Vesting Date”).

The RSUs subject to time-based vesting, including 76,744 RSUs to Mr. Oviatt, 76,744 RSUs for Mr. Tidball, and 14,341 RSUs to Mr. Fisher, will vest in three equal and annual installments beginning December 31, 2022 and ending on December 31, 2024 if the award recipients’ employment continues with the Company through such dates.

The performance-vesting RSUs, including up to 153,488 RSUs for Mr. Oviatt, 153,488 RSUs for Mr. Tidball, and 28,682 RSUs to Mr. Fisher, may vest at the end of the three-year performance period beginning January 1, 2022 based upon the following Company performance metrics:

Performance MetricWeightTargetAbove TargetOutstanding
Total Shareholder Return (based on the Company’s closing price of its common stock at the end of the Performance Period relative to its closing price as of the last trading day in 2021)1/389%136%183%
Relative Total Shareholder Return (based on the Company’s ranked performance in closing stock price growth relative to a peer group of companies during the Performance Period)1/3Third QuartileSecond QuartileFirst Quartile
EBITDA as a Percentage of Total Revenue1/310%15%20%


11

PROFIRE ENERGY, INC. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
For the six months ended June 30, 2022 and 2021
One-third of such performance-vesting RSUs, consisting of 51,163 RSUs for Mr. Oviatt, 51,163 RSUs for Mr. Tidball, and 9,561 RSUs for Mr. Fisher, may vest for each of the three performance metrics identified in the table above. The number of RSUs that will vest for each performance metric on the 2022 LTIP Performance Vesting Date shall be determined as follows:
a.if the “Target” level for such performance metric is not achieved, none of the RSUs relating to such performance metric will vest;
b.if the “Target” level (but no higher level) for such performance metric is achieved, 50% of the RSUs relating to such performance metric will vest;
c.if the “Above Target” level (but no higher level) for such performance metric is achieved, 75% of the RSUs relating to such performance metric will vest; and
d.if the “Outstanding” level for such performance metric is achieved, 100% of the RSUs relating to such performance metric will vest.

The foregoing summary of the 2022 EIP and the 2022 LTIP Restricted Stock Unit Award Agreements is qualified in its entirety by the text of the 2022 EIP and each of the 2022 LTIP Restricted Stock Unit Award Agreements, which are filed as exhibits to this Form 10-Q for the quarter ending June 30, 2022.

2021 EIP and LTIP

On May 28, 2021, the Compensation Committee approved the 2021 Executive Incentive Plan (the “2021 EIP”) for Brenton W. Hatch, the Company’s former Executive Chairman, Ryan W. Oviatt, Cameron M. Tidball, Jay G. Fugal, the Company’s former Vice President of Operations, and Patrick D. Fisher. The 2021 EIP provided for the potential award of incentive compensation to the participants based on the Company’s financial performance in fiscal 2021. The incentive compensation was payable in cash and stock, and the stock portion of the incentive compensation was intended to constitute an award under the Plan.

Participants were eligible to receive incentive compensation based upon reaching or exceeding performance goals established by the Compensation Committee for fiscal 2021. The performance goals in the 2021 EIP were based on the Company’s total revenue, EBITDA, and a non-financial milestone relating to revenue source diversification. Each of these performance goals were weighted one third in calculating incentive compensation amounts.

On March 2, 2022, the Compensation Committee approved the incentive compensation amounts based on achieving certain targets pursuant to the 2021 EIP. The incentive compensation amounts earned under the 2021 EIP were paid 50% in cash and 50% in shares of restricted stock under the Plan. The incentive compensation amounts resulted in the Compensation Committee approving a one-time bonus for Company executives that was settled by issuing a total of 182,626 shares of common stock, or 120,097 shares net of tax withholding. These shares were fully vested as of March 2, 2022.

In addition to the 2021 EIP, the Board also approved as a long-term incentive plan, the grants of restricted stock unit awards to Messrs. Oviatt, Tidball, Fugal, and Fisher pursuant to the Plan (the “2021 LTIP”). The 2021 LTIP consists of total awards of up to 204,543 RSUs to Mr. Oviatt, up to 204,543 RSUs to Mr. Tidball, up to 85,908 RSUs to Mr. Fugal, and up to 47,973 RSUs to Mr. Fisher, pursuant to two separate restricted stock unit award agreements (collectively, the “2021 LTIP Restricted Stock Unit Award Agreements”) between the Company and each participant. One agreement covers the 33% of each award recipient’s RSUs that are subject to time-based vesting, and the other agreement covers the remaining 67% of such award recipient’s RSUs that may vest based on performance metrics. Upon vesting, the award agreements entitle the award recipients to receive one share of the Company’s common stock for each vested RSU. The vesting period of the 2021 LTIP began on January 1, 2021 and terminates on December 31, 2023 (the “2021 LTIP Performance Vesting Date”).

The RSUs subject to time-based vesting, including 68,181 RSUs to Mr. Oviatt, 68,181 RSUs for Mr. Tidball, 28,636 RSUs to Mr. Fugal, and 15,991 RSUs to Mr. Fisher, vest in three equal annual installments that began on December 31, 2021 and will end on December 31, 2023 if the award recipients’ employment continues with the Company through such dates.

The performance-vesting RSUs, including up to 136,362 RSUs for Mr. Oviatt, 136,362 RSUs for Mr. Tidball, 57,272 RSUs for Mr. Fugal, and 31,982 RSUs to Mr. Fisher, are eligible to vest over a three-year performance period beginning January 1, 2021 based upon the following Company performance metrics:

12

PROFIRE ENERGY, INC. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
For the six months ended June 30, 2022 and 2021
Performance MetricWeightTargetAbove TargetOutstanding
Total Shareholder Return
1/3135%194%253%
Relative Total Shareholder Return 1/3Third QuartileSecond QuartileFirst Quartile
EBITDA as a Percentage of Total Revenue 1/310%15%20%

One-third of such performance-vesting RSUs, consisting of 45,454 RSUs for Mr. Oviatt, 45,454 RSUs for Mr. Tidball, 19,091 RSUs for Mr. Fugal, and 10,661 RSUs for Mr. Fisher, are eligible to vest for each of the three performance metrics identified in the table above. The number of RSUs that will vest for each performance metric on the 2021 LTIP Performance Vesting Date shall be determined as follows:
if the “Target” level for such performance metric is not achieved, none of the RSUs relating to such performance metric will vest;
if the “Target” level (but no higher level) for such performance metric is achieved, 50% of the RSUs relating to such performance metric will vest;
if the “Above Target” level (but no higher level) for such performance metric is achieved, 75% of the RSUs relating to such performance metric will vest; and
if the “Outstanding” level for such performance metric is achieved, 100% of the RSUs relating to such performance metric will vest.

Mr. Fugal resigned, effective October 31, 2021, from his position as Vice President of Operations to pursue an opportunity as CEO of another company. Accordingly, Mr. Fugal did not receive incentive compensation under the 2021 EIP and will not receive incentive compensation under the 2021 LTIP, and his unvested RSUs have been forfeited.

The foregoing summary of the 2021 EIP, the 2021 LTIP and the Restricted Stock Unit Award Agreements is qualified in its entirety by the text of the 2021 EIP and each of the Restricted Stock Unit Award Agreements, which the Company filed as exhibits to its quarterly report on Form 10-Q for the quarter ended June 30, 2021.

2021 RSUs
On February 18, 2021, the Board, upon the recommendation of the Compensation Committee, approved a restricted stock award of 18,852 shares of common stock to each of Cameron M. Tidball and Ryan W. Oviatt. Messrs. Tidball and Oviatt entered into Restricted Stock Award Agreements, the forms of which were approved pursuant to the Plan. These restricted stock awards, which vested immediately, were settled by the issuance of a total of 27,334 shares of common stock, net of tax withholding and resulted in $45,999 of compensation expense.

On June 16, 2021, pursuant to the annual renewal of director compensation, the Board approved a grant of 189,471 RSUs to the Company's independent directors. Half of the RSUs vested immediately on the date of grant and the remaining 50% of the RSUs vested as the Company's annual meeting of stockholders on June 15, 2022. The awards resulted in total compensation expense of approximately $216,000 recognized over the vesting period.

NOTE 8 – REVENUE

Performance Obligations

Our performance obligations include providing product and servicing our product. We recognize product revenue performance obligations in most cases when the product is delivered to the customer. Occasionally, if we are shipping the product on a customer’s account, we recognize revenue when the product has been shipped. At that point in time, the control of the product is transferred to the customer. When we perform service work, we apply the practical expedient that allows us to recognize service revenue when we have the right to invoice the customer for the work completed. We do not engage in transactions acting as an agent. The time needed to complete our performance obligations varies based on the size of the project; however, we typically satisfy our performance obligations within a few months of entering into the applicable sales contract or service contract.

Our customers have the right to return certain unused and unopened products within 90 days for a restocking fee. We provide a warranty on some of our products ranging from 90 days to 2 years, depending on the product. See Note 5 for the amount accrued for expected returns and warranty claims as of June 30, 2022.

13

PROFIRE ENERGY, INC. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
For the six months ended June 30, 2022 and 2021
Contract Balances

We have elected to use the practical expedient in ASC 340-40-25-4 (regarding recognition of the incremental costs of obtaining a contract) for costs related to contracts that are estimated to be completed within one year. All of our current sales contracts and service contracts are expected to be completed within one year, and as a result, we have not recognized a contract asset account. If we had chosen not to use this practical expedient, we would not expect a material difference in the contract balances. Occasionally, we collect milestone payments up front from customers on larger jobs. These payments are classified as deferred revenue until the deliverables have been met and revenue can be properly recognized in our financial statements. Each of the contracts related to these milestone payments is short-term in nature and we expect to recognize associated revenues within one year. As a result, we consider it appropriate to record deferred revenue for these transactions and do not have any other contract liability balances.

Disaggregation of Revenue

All revenue recognized in the income statement is considered to be revenue from contracts with customers. The table below shows revenue by category:
For the Three Months Ended June 30,For the Six Months Ended June 30, 2022
2022202120222021
Electronics$3,560,021 $2,016,876 $7,041,639 $3,868,675 
Manufactured503,129 324,830 1,024,782 561,640 
Re-Sell4,797,532 3,032,833 9,672,684 5,601,759 
Service772,465 659,744 1,397,182 1,094,558 
Total Revenue$9,633,147 $6,034,283 $19,136,287 $11,126,632 

NOTE 9 – BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

The following table is a reconciliation of the numerator and denominators used in the earnings per share calculation:
For the Three Months Ended June 30,
20222021
Income (Numerator)Weighted Average Shares (Denominator)Per-Share
Amount
Loss (Numerator)Weighted Average Shares (Denominator)Per-Share
Amount
Basic EPS
Net income (loss) available to common stockholders$284,829 47,092,275 $0.01 $(397,166)48,054,136 $(0.01)
Effect of Dilutive Securities
Stock options & RSUs 1,606,933   
Diluted EPS
Net income (loss) available to common stockholders + assumed conversions$284,829 $48,699,208 $0.01 $(397,166)$48,054,136 $(0.01)

Stock options to purchase and RSUs to vest totaling 1,776,776 shares of common stock at a weighted average price of $1.15 per share were outstanding during the three months ended June 30, 2021, but were not included in the computation of diluted EPS because the impact of these shares would be antidilutive. These options and RSUs, which expire between December 2022 and December 2024, were still outstanding at June 30, 2021.


14

PROFIRE ENERGY, INC. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
For the six months ended June 30, 2022 and 2021
For the Six Months Ended June 30,
20222021
Loss (Numerator)Weighted Average Shares (Denominator)Per-Share
Amount
Loss (Numerator)Weighted Average Shares (Denominator)Per-Share
Amount
Basic EPS
Net income (loss) available to common stockholders$911,990 47,285,782 $0.02 $(998,666)48,022,295 $(0.02)
Effect of Dilutive Securities
Stock options & RSUs 1,579,404   
Diluted EPS
Net income (loss) available to common stockholders + assumed conversions$911,990 48,865,186 $0.02 $(998,666)48,022,295 $(0.02)

Stock options and RSUs to purchase 1,776,776 shares of common stock at a weighted average price of $1.15 per share were outstanding during the six months ended June 30, 2021, but were not included in the computation of diluted EPS because the impact of these shares would be antidilutive. These RSUs, which expire between December 2022 and December 2024, were still outstanding at June 30, 2021.

NOTE 10 – SEGMENT INFORMATION

The Company operates in the United States and Canada. Segment information for these geographic areas is as follows:
For the Three Months Ended June 30,For the Six Months Ended June 30,
Sales2022202120222021
Canada$1,886,332 $1,035,377 $3,883,583 $1,863,822 
United States7,746,8154,998,90615,252,704 9,262,810 
Total Consolidated$9,633,147 $6,034,283 $19,136,287 $11,126,632 
For the Three Months Ended June 30,For the Six Months Ended June 30,
Profit (Loss)2022202120222021
Canada$(601,435)$(556,713)$(954,005)$(877,475)
United States886,264159,5471,865,995 (121,191)
Total Consolidated$284,829 $(397,166)$911,990 $(998,666)
As of
Long-Lived AssetsJune 30, 2022December 31, 2021
Canada$5,450,106 $5,667,225 
United States5,495,078 5,583,594 
Total Consolidated$10,945,184 $11,250,819 
 
NOTE 11 – SUBSEQUENT EVENTS

In accordance with ASC 855 "Subsequent Events," Company management reviewed all material events through the date this report was issued noting no items requiring disclosure.


15


Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

This discussion summarizes the significant factors affecting our consolidated operating results, financial condition, liquidity, and capital resources during the three and six-month periods ended June 30, 2022 and 2021. This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the financial statements and notes to the financial statements contained in this quarterly report on Form 10-Q and our annual report on Form 10-K for the year ended December 31, 2021.

Forward-Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are based on management's beliefs and assumptions and on information currently available to management.  For this purpose, any statement contained in this report that is not a statement of historical fact may be deemed to be forward-looking, including, but not limited to, statements relating to our future actions, intentions, plans, strategies, objectives, results of operations, cash flows and the adequacy of or need to seek additional capital resources and liquidity. Words such as "may," "should," "expect," "project," "plan," "anticipate," "believe," "estimate," "intend," "budget," "forecast," "predict," "potential," "continue," "should," "could," "will," or comparable terminology or the negative of such terms are intended to identify forward-looking statements; however, the absence of these words does not necessarily mean that a statement is not forward-looking.  Forward-looking statements by their nature involve known and unknown risks and uncertainties and other factors that may cause actual results and outcomes to differ materially depending on a variety of factors, many of which are not within our control.  Such factors include, but are not limited to, economic conditions generally and in the oil and gas industry in which we and our customers participate; competition within our industry; legislative requirements or changes which could render our products or services less competitive or obsolete; our failure to successfully develop new products and/or services or to anticipate current or prospective customers' needs; price increases; limits to employee capabilities;  delays, reductions, or cancellations of contracts we have previously entered into; sufficiency of working capital, capital resources and liquidity and other factors detailed herein and in our other filings with the United States Securities and Exchange Commission (the "SEC" or "Commission"). Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. The foregoing factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report. For a more detailed discussion of the principal factors that could cause actual results to be materially different, you should read our risk factors in Item 1A. Risk Factors, included elsewhere in this report.

Forward-looking statements are based on current industry, financial, and economic information which we have assessed but which by its nature is dynamic and subject to rapid and possibly abrupt changes. Due to risks and uncertainties associated with our business, our actual results could differ materially from those stated or implied by such forward-looking statements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of these forward-looking statements and we hereby qualify all of our forward-looking statements by these cautionary statements.

Forward-looking statements in this report are based only on information currently available to us and speak only as of the date on which they are made. We undertake no obligation to amend this report or revise publicly these forward-looking statements (other than as required by law) to reflect subsequent events or circumstances, whether as the result of new information, future events or otherwise.

The following discussion should be read in conjunction with our financial statements and the related notes contained elsewhere in this report and in our other filings with the Commission.

Overview

We are a technology company providing solutions that enhance the efficiency, safety, and reliability of industrial combustion appliances while mitigating potential environmental impacts related to the operation of these devices. Our legacy business is primarily focused in the upstream, midstream, and downstream transmission segments of the oil and gas industry. We have commenced identifying applications and completed several installations in other industries where we believe our solutions will be applicable as we expand our addressable market over time. We specialize in the engineering and design of burner and combustion management systems and solutions used on a variety of natural and forced draft applications. We sell our products and services primarily throughout North America. Our experienced team of sales and service professionals are strategically positioned across the United States and Canada providing support and service for our products.

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Principal Products and Services

Across the energy industry, there are numerous demands for heat generation and control. Applications such as combustors, enclosed flares, gas production units, treaters, glycol and amine reboilers, indirect line-heaters, heated tanks, and process heaters require heat as part of their production and or processing functions. This heat is generated through the process of combustion, which must be controlled, managed, and supervised. Combustion and the resulting generation of heat are integral to the process of separating, treating, storing, incinerating, and transporting oil and gas. Factors such as specific gravity, the presence of hydrates, temperature and hydrogen sulfide content contribute to the need for heat generation in oil and gas production and processing applications. Our burner-management systems ignite, monitor, and manage pilot and burner systems that are utilized in this process. Our technology affords remote operation, reducing the need for employee interaction with the appliance's burner for purposes such as re-ignition or temperature monitoring. In addition, our burner-management systems can help reduce emissions by efficiently reigniting a failed flame, thereby improving efficiencies and up-time. Our extensive service and combustion experience provides customers with solutions that are consistent with industry trends and regulatory requirements to mitigate environmental impacts and reduce emissions through increased efficiency.

Oil and gas companies, including upstream, midstream, downstream, pipeline, and gathering operators, utilize burner-management systems to achieve increased safety, greater operational efficiencies, and improved compliance with industry regulations. Without a burner-management system, a field employee must discover and reignite an extinguished burner flame, then restart the application manually. Therefore, without a proper burner-management system, all application monitoring must be accomplished in-person, directly on-site. This requirement for on-site monitoring, in an environment with limited field personnel, can result in the potential interruption of production for long periods of time and increased risks associated with reigniting a flame, which can lead to site hazards, including explosions and the possibility of venting gas into the atmosphere. In addition, without a burner-management system, burners often operate for longer durations, frequently with lower efficiency, resulting in increased equipment fatigue and greater expense related to fuel consumption. We continue to assess regulatory requirements on behalf of our customers. We believe that burner-management systems and services offer solutions for customers to meet compliance standards where applicable. In addition to product sales, we dispatch specialized service technicians to provide maintenance and installation support throughout the United States and Canada.

We initially developed our first burner-management controller in 2005. Since that time, our systems have become widely adopted throughout the United States and Western Canada. Profire burner-management systems have been designed to comply with widely accepted safety and industrial codes and standards in North America, including those prescribed and certified by the Canadian Standards Association (CSA), Underwriters Laboratories (UL), and Safety Integrity Level (SIL) standards.

Our systems and solutions have been widely adopted by exploration and production companies, midstream operators, pipeline operators, as well as downstream transmission and utility providers. Our customers include, Antero, ATCO, Chevron, CNRL, Concho Resources, Devon Energy, Dominion Energy, EQT, Kinder Morgan, National Grid, Ovintiv, Oxy Range Resources, Williams, XTO, and others. Our systems have also been sold and installed in other parts of the world including many countries in South America, Europe, Africa, the Middle East, and Asia. Though firmly established and primarily focused on North American oil and gas markets, we continue to invest in expansion efforts in international markets and the broader combustion industries.

Environmental, Social and Governance Focus

As guiding principles and core to our strategy, our products and solutions are developed with a focus on safety, environmental impacts, reliability and efficiency. Protecting human life, protecting the environment, and protecting our customers’ investments are key guiding principles. Our products play a crucial role in supporting our customers’ existing and future initiatives regarding improving workplace safety and environmental impacts.

Our burner-management technology is designed to monitor, operate, and manage a wide array of complex industrial heat -applications. Providing our customers with safety-approved and certified technology, purposefully designed and built to meet regulatory requirements and process needs, is a critical component of our customers’ safety protocols and initiatives.

Proper burner and combustion management control, coupled with peripheral solutions, increase site and location safety while reducing emissions. Profire technology and solutions are integrated into a variety of applications to significantly reduce the release of methane and volatile organic compounds into the environment.

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Profire burner-management controls and complementary solutions provide users with the ability to monitor field equipment remotely. This reduces truck rolls and the need for field personnel to travel to and manually inspect burner malfunctions in remote sites and locations. Our automated solutions help our customers improve safety, reduce emissions, and decrease operating costs.

Operator safety is at the heart of our burner-management solution technology. Integration of our solutions and products helps our customers increase the likelihood that their employees return home safe each day. Adding greater physical distance between humans and the combustion process, as well as ensuring gas supplies are properly shut off when no flame is present, are two of the critical elements of how our burner-management solutions help protect human life.

Results of Operations

Comparison quarter over quarter

The table below presents certain financial data comparing the most recent quarter to prior quarters:
For the three months ended
June 30, 2022March 31, 2022December 31, 2021September 30, 2021June 30, 2021
Total Revenues$9,633,147 $9,503,141 $8,286,345 $6,943,198 $6,034,283 
Gross Profit Percentage45.7 %47.9 %41.6 %44.9 %44.0 %
Operating Expenses$4,308,338 $3,867,709 $3,747,420 $3,437,757 $3,252,169 
Income (loss) from Operations$94,806